##### 



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K/A
 (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to.   Commission File Number 1-32699
  REPUBLIC PROPERTY
    TRUST
 (Exact name of registrant as
    specified in its charter)
  MARYLAND

20-3241867(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   13861 Sunrise Valley Drive, Suite 410
 Herndon, VA
 (Address of principal executive
    offices)
  20171
 (Zip Code)
  (703) 880-2900
 (Registrants telephone
    number, including area code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Common Shares of beneficial
    interest,
    $0.01 par value per share(Title of
    Class)

New York Stock Exchange(Name of Exchange
    on
    Which Registered)   o þ
  o þ
  þ o
  Form 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2).  YES o þ
      Documents
    Incorporated By Reference




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##### 



Safe
    Harbor Statement under the Private Securities Litigation
    Reform Act of 1995
  Form 10-K/A
    
    Our ability to borrow on favorable terms;
    General economic and business conditions, which we believe will,
    among other things, affect office property demand and rents,
    tenant creditworthiness, interest rates and financing
    availability;
    Adverse changes in the real estate markets including, among
    other things, increased competition with other companies;
    Risks related to real estate acquisition and development,
    including, among other things, risks that the development
    projects may not be completed on schedule, that tenants may not
    take occupancy or pay rent or that the development or operating
    costs may be greater than anticipated;
    Our ability to satisfy and operate effectively under federal
    income tax rules relating to real estate investment trusts and
    partnerships;
    Risks associated with the leasing and operation of office
    properties, including risks that we may not be able to lease
    available space at favorable rental rates or in anticipated time
    frames, that tenants will not take occupancy or pay rent in
    accordance with their leases, or that operating costs may be
    greater than anticipated;
    Our ability to pay our distributions at their current rate;
    Governmental actions and initiatives;
    Environmental requirements;
    The impact of potential management changes or disputes with
    members of our management or Board of Trustees;
    Our ability to acquire the option properties; and
    The outcome of any material litigation (including any litigation
    with our former Vice Chairman and President and Chief
    Development Officer or members of our Board of Trustees).




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##### 



TABLE OF
    CONTENTS
  Item



PageNo

Description

No.PART IIIItem 10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


1Item 11.


EXECUTIVE
    COMPENSATION


13Item 12.


SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS


28Item 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


31Item 14.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


37PART IVItem 15.


EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


38SIGNATURES


43




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##### 



EXPLANATORY
    NOTE
  Form 10-K/A (Form 10-K/A) Form 10-K Form 10-K, Form 10-K/A Form 10-K/A
  Rule 12b-15 Form 10-K/A
  Form 10-K/A
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Trustee
    Biographies
    Name

Age

Current Position with Republic Property TrustRichard L. Kramer


58


Chairman of the Board of TrusteesMark R. Keller


55


Trustee and Chief Executive OfficerJohn S. Chalsty


73


TrusteeSteven A. Grigg


58


TrusteeRonald J. Kramer


48


TrusteeGregory H. Leisch


60


TrusteeRonald D. Paul


51


Trustee   Richard L. Kramer
 1




---



##### 



Mark R. Keller
  John S. Chalsty
  Steven A. Grigg
  Ronald J. Kramer
 2




---



##### 



Gregory H. Leisch
  Ronald D. Paul
  Corporate
    Governance Information
    
    Corporate Governance Guidelines;
    A Code of Business Conduct and Ethics;
    A Code of Ethics for Principal Executive Officer and Senior
    Financial Officers;
    A Charter of the Audit Committee;
    A Charter of the Compensation Committee; and
    A Charter of the Corporate Governance and Nominating Committee.  www.rpbtrust.com
      3




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##### 



Trustee
    Independence
    
    a trustee who is an employee, or whose immediate family member
    is an executive officer, of ours unless such employment
    relationship occurred more than three years ago;
    a trustee who has received, or has an immediate family member
    who has received, during any twelve-month period within the last
    three years, more than $100,000 in direct compensation from us,
    other than trustee and committee fees and pension or other forms
    of deferred compensation for prior service (provided such
    compensation is not contingent in any way on continued service);
    a trustee who is, or whose immediate family member is, a current
    partner of a firm that is our internal or external auditor;
    a trustee who is a current employee of a firm that is our
    internal or external auditor;
    a trustee who has an immediate family member who is a current
    employee of a firm that is our internal or external auditor and
    who participates in such firms audit, assurance or tax
    compliance (but not tax planning) practice;
    a trustee who was, or whose immediate family member was, within
    the last three years (but is no longer) a partner or employee of
    a firm that is our internal or external auditor and personally
    worked on our audit within that time;
    a trustee who is employed, or whose immediate family member is
    employed, as an executive officer of another company where any
    of our current executive officers at the same time serve or
    served on the other companys compensation committee unless
    such service or employment relationship occurred more than three
    years ago; and
    a trustee who is an executive officer or an employee, or whose
    immediate family member is an executive officer, of another
    company that has made payments to, or received payments from, us
    for property or services in an amount which, in any of the last
    three fiscal years, exceeds the greater of $1 million, or
    2% of such other companys consolidated gross revenues.      Rule 10A-3
 4




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##### 



Executive
    Sessions of Non-Management and Independent
    Trustees
  i.e.,
  Communications
    with the Board
    Criteria
    for Board Membership
    
    high integrity;
    an ability to exercise sound judgment;
    an ability to make independent analytical inquiries; and
    a reputation, both personal and professional, consistent with
    the image and reputation of the company.      
    whether the person possesses specific real estate expertise and
    familiarity with general issues affecting our business;
    whether the persons nomination and election would enable
    the Board to have a member that qualifies as an audit
    committee financial expert as such term is defined by the
    SEC; 5




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##### 




    whether the person would qualify as an independent
    trustee under the NYSE listing standards and our Corporate
    Governance Guidelines;
    the importance of continuity of the existing composition of the
    Board; and
    the importance of a diversified Board membership, in terms of
    both the individuals involved and their various experiences and
    areas of expertise.        Shareholder
    Recommendations of Trustee Nominees
    
    as to each person whom the shareholder proposes to nominate for
    election or reelection as a trustee (1) the name, age,
    business address and residence address of such person,
    (2) the class and number of shares of beneficial interest
    of Republic Property Trust that are beneficially owned or owned
    of record by such person and (3) all other information
    relating to such person that is required to be disclosed in
    solicitations of proxies for election of trustees in an election
    contest (even if an election contest is not involved), or is
    otherwise required, in each case pursuant to Regulation 14A
    (or any successor provision) under the Securities Exchange Act
    of 1934, as amended, or the Exchange Act, (including such
    persons written consent to being named in the proxy
    statement as a nominee and to serving as a trustee if elected); 6




---



##### 




    as to any other business that the shareholder proposes to bring
    before the meeting, a description in reasonable detail of the
    business desired to be brought before the meeting, the reasons
    for conducting such business at the meeting and any material
    interest in such business of such shareholder (including any
    anticipated benefit to the shareholder therefrom) and of each
    beneficial owner, if any, on whose behalf the proposal is
    made; and
    as to the shareholder giving the notice and each beneficial
    owner, if any, on whose behalf the nomination or proposal is
    made, (1) the name and address of such shareholder, as they
    appear on our share ledger and current name and address, if
    different, of such beneficial owner, and (2) the class and
    number of shares of each class of beneficial interest of
    Republic Property Trust that are owned beneficially and of
    record by such shareholder and owned beneficially by such
    beneficial owner.  Code
    of Business Conduct and Ethics
    
    guide all our employees, officers and trustees on areas of
    ethical and legal risk;
    help our employees, officers and trustees recognize and deal
    with ethical and legal issues;
    provide mechanisms to report unethical conduct; and
    foster a culture of honesty and accountability.        
    either call a meeting of the Audit Committee or add the
    complaint to the agenda for discussion at the next regularly
    scheduled Audit Committee meeting, depending upon the apparent
    urgency of the matter;
    review the complaint to determine whether the complaint raises a
    material concern;
    investigate or have a designee investigate each concern or
    complaint; and
    review the results of the investigation and communicate the
    findings and recommendations to the full Board.  Conflicts
    between REIT Management and General Partner of Operating
    Partnership
   7




---



##### 



Trustee
    Proceedings that are Adverse to the Company
  Form 8-K
       8




---



##### 



The
    Board and Its Standing Committees
  Board
    Meetings and Trustee Attendance
    
    There will be at least four regularly scheduled Board meetings
    in each calendar year;
    Trustees are expected to attend, in person or by telephone, all
    Board meetings and meetings of committees on which they
    serve; and
    All of our trustees are encouraged to attend our annual meetings
    of shareholders.    Board
    Committees
      Chairperson



Member

Financial ExpertAudit

Compensation

Corporate Governance andCommittee

Committee

Nominating CommitteeJohn S. Chalsty*Steven A. GriggMark R. KellerRichard L. KramerRonald J. Kramer*Gregory H. Leisch*Ronald D. Paul*     *
    
    signifies an independent member of the Board of Trustees  Audit Committee.
  
    serve as an independent and objective body to monitor and assess
    our compliance with legal and regulatory requirements, our
    financial reporting processes and related internal control
    systems and the creation and performance, generally, of our
    internal audit function;
    oversee the compliance of our internal audit function; 9




---



##### 




    oversee the audit and other services of our independent
    registered public accounting firm and be directly responsible
    for the appointment, independence, qualifications, compensation
    and oversight of the independent registered public accounting
    firm, who will report directly to the audit committee;
    provide an open means of communication among our independent
    registered public accounting firm, accountants, financial and
    senior management, our internal auditor, our corporate
    compliance officer and our Board;
    resolve any disagreements between our management and the
    independent registered public accounting firm regarding our
    financial reporting;
    pre-approve all audit, audit-related, tax and other services
    conducted by our independent accountants; and
    prepare the audit committee report for inclusion in our proxy
    statement for our annual meeting.      Compensation Committee.
  
    determine the compensation of our executive officers and
    trustees;
    review our executive compensation policies and plans;
    administer and implement our equity incentive plan;
    determine the number of shares underlying, and the terms of,
    restricted common share awards to be granted to our trustees,
    executive officers and other employees pursuant to these plans;
    oversee and assist the company in preparing the Compensation
    Discussion and Analysis for inclusion in our proxy statement for
    our annual meeting;
    provide a description of the processes and procedures for the
    consideration and determination of executive and trustee
    compensation for inclusion in our proxy statement for our annual
    meeting; and
    prepare and submit a Compensation Committee Report for inclusion
    in our proxy statement for our annual meeting.     10




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##### 



Corporate Governance and Nominating
    Committee.
  
    identify individuals qualified to become members of our Board
    and recommend trustee candidates for election or re-election to
    our Board;
    consider and make recommendations to our Board regarding board
    size and composition, committee composition and structure and
    procedures affecting trustees; and
    monitor our corporate governance principles and practices.      Executive
    Officer Biographies
    Name

Age

PositionGary R. Siegel


48


Chief Operating Officer, General
    Counsel and SecretaryMichael J. Green


41


Executive Vice President, Chief
    Financial Officer and Chief Accounting OfficerGeoffrey N. Azaroff


52


Senior Vice President, ConstructionPeter J. Cole


45


Senior Vice President, DevelopmentFrank M. Pieruccini


44


Senior Vice President, Services
    AccountingMichael C. Jones


42


Senior Vice President, Leasing and
    Marketing   Gary R. Siegel
 11




---



##### 



Michael J. Green
  Geoffrey N. Azaroff
  Peter J. Cole
  Frank M. Pieruccini
 12




---



##### 



Michael C. Jones
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    and/or
  Item 11.
    Executive
    Compensation.  Compensation
    Discussion and Analysis
  Overview
    Compensation
    Philosophies
  Motivate. sub-par
 13




---



##### 



Align with Shareholders. pay-for-performance
  Attract and Retain.
  Individual Contributions.
  Compensation
    Policies and Procedures
  Compensation of Executive
    Officers.
    
    Key performance measurements, such as amount of real estate
    acquired, portfolio occupancy, establishing public company
    controls and procedures and achieving operational goals;
    Key financial measurements, such as revenue, net operating
    income, funds from operations and funds available for
    distribution; and
    Leadership qualities and business responsibilities.   14




---



##### 



Role of Compensation Consultant.
  i.e., i.e., th
  pay-for-performance
    Accounting and Tax Considerations.
  Employment
    and Non-competition Agreements
   15




---



##### 



Employment Agreement with Mark R.
    Keller.
      Employment and Non-competition Agreements with Gary R.
    Siegel and Michael J. Green.
  18-month
 16




---



##### 



Post-Termination
    Payments
    Compensation
    Components
    Base Salary.
      Annual Cash Bonus.
 17




---



##### 



Title

Threshold


Target


HighChief Executive Officer


60
%


100
%


175
%Chief Operating Officer/Chief
    Financial Officer


50
%


80
%


100
%Senior Vice President


25
%


40
%


50
%     Performance Metric

WeightNet Operating Income Growth


30
%Funds from Operations per Share


30
%Strategic Objectives


20
%Individual Performance


20
%       Long-Term Incentive Compensation.
    Title

Threshold


Target


HighChief Executive Officer


75
%


150
%


225
%Chief Operating Officer/Chief
    Financial Officer


40
%


80
%


120
%Senior Vice President


30
%


60
%


90
%  18




---



##### 



Performance Metric

WeightAbsolute Total Shareholder Return


35
%Relative Total Shareholder Return


35
%Strategic Objectives


30
%   Form S-8
    Retirement and Other Benefits.
  i.e.,
   19




---



##### 



Compensation
    Committee Report
  Form 10-K/A
           The Executive Compensation Committee report above does not
    constitute soliciting material and will not be
    deemed filed or incorporated by reference into any
    of our filings under the Securities Act of 1933 or the
    Securities Exchange Act of 1934 that might incorporate our SEC
    filings by reference, in whole or in part, notwithstanding
    anything to the contrary set forth in those filings.
  Executive
    Compensation
    Summary
    Compensation Table
  Non-EquityStock


Option


Incentive Plan


All OtherSalary


Bonus


Awards


Awards


Compensation


Compensation


TotalName and Principal Position

Year


($)


($)


($)(1)


($)


($)


($)


($)Mark R. Keller


2006


$
500,000


$
200,000














$
6,042
(2)

$
706,042Chief Executive Officer


2005


$
23,076






$
1,041,540
(3)









$
867,946
(4)

$
1,932,562Gary R. Siegel


2006


$
360,000


$
120,000














$
27,327
(5)

$
507,327Chief Operating Officer


2005




(6)





$
347,184
(7)









$
289,315
(8)

$
636,499& General CounselMichael J. Green


2006


$
300,000


$
100,000














$
5,501
(9)

$
405,501Executive Vice President,


2005


$
51,154






$
347,184
(7)









$
289,315
(8)

$
687,653Chief Financial
    Officer &
    Chief Accounting OfficerPeter J. Cole


2006


$
250,000


$
70,000


$
58,743
(10)









$
4,400
(11)

$
383,143Senior Vice President,


2005


$
11,538






$
145,812
(12)









$
121,512
(13)

$
278,862DevelopmentMichael C. Jones


2006


$
250,000


$
80,000














$
4,400
(14)

$
334,400Senior Vice President,


2005


$
11,538






$
145,812
(12)









$
121,512
(13)

$
278,862Leasing and Marketing     (1)
    
    The grant date fair value of the awards was calculated in
    accordance with FAS 123(R) and was based on the grant date
    market value of our common shares. For the common shares granted
    in 2005, the common shares were fully vested upon grant,
    therefore, no valuation assumptions or adjustments were
    necessary. The grant date fair value and the amount expensed in
    2005 for financial reporting purposes are equal, since the
    awards were fully vested upon grant. For the 2006 grant of
    common shares to Mr. Cole, the 20




---



##### 



amount reflected in this column is the stock-based compensation
    expense recognized for financial reporting purposes with respect
    to the 2006 fiscal year in accordance with FAS 123(R),
    assuming no forfeitures. The assumptions used to calculate the
    value of common shares are set forth under Footnote 14 to
    our financial statements filed on March 14, 2006 in our
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006.(2)
    
    This amount includes (a) our matching contribution to the
    Savings Plan of $4,400 and (b) ExecuCare payments of $1,642.(3)
    
    Represents the dollar value of 86,795 restricted common shares
    granted to Mr. Keller concurrently with the completion of
    our IPO, based on the IPO price of $12.00 per share. The
    restricted shares vested immediately but may not be directly or
    indirectly offered, pledged, sold, transferred or otherwise
    disposed of, other than permitted transfers, prior to
    July 1, 2007.(4)
    
    Represents the cash payment made to Mr. Keller to reimburse
    him for the tax liability arising from the grant of restricted
    common shares he received in connection with the completion of
    our IPO.(5)
    
    This amount includes (a) our matching contribution to the
    Savings Plan of $4,400, (b) ExecuCare payments of $18,131
    and (c) $4,796, which is the aggregate incremental cost to
    the company attributable to personal use of the companys
    car and driver.(6)
    
    Mr. Siegel entered into his employment agreement effective
    December 20, 2005; however, his employment commenced on
    January 1, 2006. Consequently, he did not receive any
    salary in 2005.(7)
    
    Represents the dollar value of 28,932 restricted common shares
    granted to each of Mr. Siegel and Green concurrently with
    the completion of our IPO, based on the IPO price of
    $12.00 per share. The restricted shares vested immediately
    but may not be directly or indirectly offered, pledged, sold,
    transferred or otherwise disposed of, other than permitted
    transfers, prior to July 1, 2007.(8)
    
    Represents the cash payment made to each of Messrs. Siegel
    and Green to reimburse them for the tax liability arising from
    the grant of restricted common shares they received in
    connection with the completion of our IPO.(9)
    
    This amount includes (a) our matching contribution to the
    Savings Plan of $4,400 and (b) ExecuCare payments of $1,101.(10)
    
    This amount reflects the dollar value expensed in 2006 with
    respect to the restricted common shares granted to Mr. Cole
    on October 2, 2006. The restricted common shares granted
    vest as follows: 4,166 shares vested on October 2,
    2006, 4,166 shares vest on October 2, 2007,
    4,167 shares vest on October 2, 2008 and
    4,167 shares vest on October 2, 2009. We expect to
    recognize the unrecognized compensation cost attributable to the
    unvested portion over the next three years.(11)
    
    This amount consists of our matching contribution to the Savings
    Plan.(12)
    
    Represents the dollar value of 12,151 restricted common shares
    granted to each of Messrs. Cole and Jones concurrently with
    the completion of our IPO, based on the IPO price of
    $12.00 per share. The restricted shares vested immediately
    but may not be directly or indirectly offered, pledged, sold,
    transferred or otherwise disposed of, other than permitted
    transfers, prior to July 1, 2007.(13)
    
    Represents the cash payment made to Messrs. Cole and Jones
    to reimburse them for the tax liability arising from the grant
    of restricted common shares they received in connection with the
    completion of our IPO.(14)
    
    This amount consists of our matching contribution to the Savings
    Plan. 21




---



##### 



Grants
    of Plan-Based Awards
  All Other


All OtherStock


OptionAwards:


Awards:


ExerciseEstimated Future Payouts


Number of


Number of


or BaseUnder Equity Incentive


Shares of


Securities


Price ofPlan Awards


Stock or


Underlying


Option


Grant Date Fair ValueGrant


Threshold


Target


Maximum


Units


Options


Awards


of Stock and Option AwardsName

Date


(#)


(#)


(#)


(#)


(#)


($/Sh)


Option


Stock(a)

(b)


(f)


(g)


(h)


(i)


(j)


(k)(l)Mark R. Keller


































Gary R. Siegel


































Michael J. Green


































Peter J. Cole


October 2, 2006















16,666














$
187,992
(1)Michael C. Jones


































     (1)
    
    Represents the dollar value of 16,666 restricted common shares
    granted to Mr. Cole on October 2, 2006 based on the
    closing price of $11.28 per share.  Outstanding
    Equity Awards at Fiscal Year-End
    Stock AwardsEquity IncentiveEquity Incentive


Plan Awards: MarketMarket Value of


Plan Awards: Number


Value of CommonNumber of Common


Common Shares that


of Common Shares


Shares That HaveShares That Have


Have Not Vested


That Have Not


Not VestedName

Not Vested (#)


($)


Vested (#)


($)Peter J. Cole


12,500
(1)

$
142,625







     (1)
    
    On October 2, 2006, we granted Mr. Cole
    16,666 shares of restricted common shares. 4,166 common
    shares vested upon grant. The remaining restricted common shares
    vest as follows: 4,166 shares vest on October 2, 2007,
    4,167 shares vest on October 2, 2008 and
    4,167 shares vest on October 2, 2009.  Option
    Exercises and Stock Vested
  Stock AwardsNumber ofShares


ValueAcquired on


Realized onVesting


VestingName

(#)(1)


($)(2)(a)

(d)


(e)Peter J. Cole


4,166


$
46,992     (1)
    
    This column represents the number of stock rights that were
    granted in 2006 and were fully vested on the grant date.(2)
    
    Represents the number of vested stock rights times the
    Companys closing price of $11.28 as of October 2,
    2006 on the New York Stock Exchange, the date that the shares
    were fully vested.  Potential
    Payments upon Termination or Change in Control
   22




---



##### 



Without Cause, Constructive Termination, Death or Disability,
    Change of Control, Non-renewal


For Cause orof Agreement


Without Good ReasonUnpaid


Unpaid


Medical


Unvested


UnpaidName of Executive

Severance


Bonus


Salary


Benefits(1)


Shares


BonusMark R. Keller

$
2,500,000


$
500,000






$
36,600






$
500,000Gary R. Siegel

$
1,620,000


$
288,000






$
44,550






$
288,000Michael J. Green

$
1,350,000


$
240,000






$
36,600






$
240,000     (1)
    
    The amounts listed reflect the estimated premium to be paid for
    comprehensive medical, prescription and dental insurance for a
    period of two and one-half years. Under each employment
    agreement, these benefits would become secondary to those
    provided under another health plan if the executive is
    reemployed with another employer. Amounts do not include the
    cost of ExecuCare.  Mark R. Keller.
  
    a cash payment equal to two and one-half times
    (a) Mr. Kellers annual salary in effect on the
    day of termination and (b) Mr. Kellers Average
    Annual Bonus, where Average Annual Bonus means the
    average bonus actually paid to the Executive with respect to the
    prior three calendar years, or if greater, 100% of his Annual
    Salary.;
    any earned but unpaid bonus for the prior year, and a pro rated
    bonus in the year of termination;
    any accrued and unpaid salary, vacation and other benefits due
    to him; and
    continued medical benefits for Mr. Keller and his family
    for a period of two and one-half years.     23




---



##### 



Messrs. Gary R. Siegel and Michael J.
    Green.
  
    a cash payment equal to two and one half times the sum of
    (a) his annual salary as of the date of the termination of
    the agreement and (b) the average bonus earned for the
    prior three calendar years, or the target level bonus, if
    greater;
    any unpaid bonus for the prior year, and a pro rated bonus in
    the year of termination (based on the mid-point target bonus for
    that year);
    any accrued and unpaid salary, vacation and other
    benefits; and
    continued medical benefits for a period of two and a half years.        Certain Tax Payments in Connection with a Change in
    Control.
 24




---



##### 



Compensation
    Committee Interlocks and Insider Participation
    Trustee
    Compensation
    Board CompensationAnnual retainer for serving on the
    Board

$
50,000Fee for each regular or special
    meeting of the Board or Board committee attended in person or
    via telephone

$
1,000Fee for each executive session of
    non-management trustees attended

$
Annual fee for Audit Committee
    chairperson

$
7,500Annual fee for Compensation
    Committee and Corporate Governance and Nominating Committee
    chairpersons

$
5,000   out-of-pocket
 25




---



##### 



Change in PensionValue andNonqualifiedNon-Equity


DeferredNon-Employee

Fees Earned or


Stock


Option


Incentive Plan


Compensation


All OtherTrustee

Paid in Cash(1)


Awards


Awards


Compensation


Earnings


Compensation


TotalJohn Chalsty

$
80,250
(2)





















$
80,250Steven Grigg(3)

$
7,731
(4)





















$
7,731Richard Kramer

$
59,000
(5)





















$
59,000Ronald Kramer

$
83,000
(6)

$
51,559
(7)













$
43,397
(7)

$
177,956Greg Leisch

$
81,250






















$
81,250Ronald Paul

$
86,875
(8)





















$
86,875     (1)
    
    Amounts reflected are the total fees earned by each trustee. As
    permitted under the Non-employee Trustee Compensation Policy, as
    amended, certain trustees decided to receive a portion of this
    amount in common shares. The grant date fair value of any such
    share grants was calculated in accordance with FAS 123(R)
    and was based on the grant date market value of our common
    shares. Since the amounts were fully vested upon grant, no other
    assumptions or adjustments were necessary. The grant date fair
    value and the amount expensed in 2006 for financial reporting
    purposes are equal, since the awards were fully vested upon
    grant.(2)
    
    In lieu of a cash payment for board fees earned,
    Mr. Chalsty elected to receive a portion of his fees in
    common shares. For the third quarter, Mr. Chalsty elected
    to receive 771 common shares (at a value of $12.00 per
    share). For the fourth quarter, Mr. Chalsty elected to
    receive 1,057 common shares (at a value of $11.12 per
    share).(3)
    
    Mr. Grigg ceased serving as our President and Chief
    Development Officer on November 13, 2006. As of that date,
    he became a non-employee trustee.(4)
    
    In lieu of a cash payment for board fees earned, Mr. Grigg
    elected to receive a portion of his fees in common shares. For
    the fourth quarter, Mr. Grigg elected to receive 695 common
    shares (at a value of $11.12 per share).(5)
    
    In lieu of a cash payment for board fees earned,
    Mr. Richard Kramer elected to receive a portion of his fees
    in common shares. For the second quarter, Mr. Richard
    Kramer elected to receive 1,708 common shares (at a value of
    $9.66 per share). For the third quarter, Mr. Richard
    Kramer elected to receive 1,125 common shares (at a value of
    $12.00 per share). For the fourth quarter, Mr. Richard
    Kramer elected to receive 1,393 common shares (at a value of
    $11.12 per share).(6)
    
    In lieu of a cash payment for board fees earned, Mr. Ronald
    Kramer elected to receive a portion of his fees in common
    shares. For the first quarter, Mr. Ronald Kramer elected to
    receive 1,053 common shares (at a value of $11.87 per
    share).(7)
    
    Mr. Ronald Kramer was appointed to the Board on
    January 13, 2006, at which time he received a cash bonus of
    $43,397 and 4,340 restricted common shares. Based on the closing
    price of our common shares on January 13, 2006, which was
    $11.88, the dollar value of the shares underlying the restricted
    shares was approximately $51,559. The restricted common shares
    immediately vested upon grant, but may not be directly or
    indirectly offered, pledged, sold, transferred or otherwise
    disposed of, other than a permitted transfer, prior to
    July 1, 2007.(8)
    
    In lieu of a cash payment for board fees earned, Mr. Paul
    elected to receive a portion of his fees in common shares. For
    the second quarter, Mr. Paul elected to receive 2,329
    common shares (at a value of $9.66 per share). For the
    third quarter, Mr. Paul elected to receive 1,625 common
    shares (at a value of $12.00 per share). For the fourth
    quarter, Mr. Paul elected to receive 2,293 common shares
    (at a value of $11.12 per share). 26




---



##### 



Trustee
    Deferred Compensation Plan
    Trustee
    Non-competition Agreements
  Non-competition Agreements with Richard L. Kramer and
    Republic Properties Corporation.
    Non-competition Agreement with Steven A.
    Grigg.
 27




---



##### 



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Securities
    Authorized for Issuance under Equity Compensation
    Plans
  Form S-8 Form S-8
  lock-up
    Number of SecuritiesRemaining Available forNumber of Securities





Future Issuanceto be Issued


Weighted-Average


Under EquityUpon Exercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding Securities ReflectedPlan Category

Warrants and Rights


Warrants and Rights


in the First Column)Equity compensation plans approved
    by security holders










2,212,789Equity compensation plans not
    approved by security holders


N/A



N/A



N/ATotal










2,212,789   Security
    Ownership of Certain Beneficial Owners and
    Management
    one-for-one
 28




---



##### 



Number of OperatingNumber of Common Shares


Partnership Units


Percent of AllBeneficial Owner

Beneficially Owned


Beneficially Owned


Common Shares(1)John S. Chalsty


6,168







*Peter J. Cole


27,423







*Michael J. Green


28,932







*Steven A. Grigg(2)


695



233,137



*Michael C. Jones


12,151



750



*Mark R. Keller(3)


86,895



228,635



1.2
%Richard L. Kramer(4)


426,619



2,290,018



9.6
%Ronald J. Kramer


5,393







*Gregory H. Leisch


4,340







*Ronald D. Paul


10,587







*Gary R. Siegel(5)


28,932



545,386



2.2
%High Rise Capital Advisors,
    L.L.C., and affiliated entities(6)


2,251,600







8.6
%Morgan Stanley, and affiliated
    entities(7)


2,148,765







8.2
%Nuveen Asset Management, and
    affiliated entities(8)


1,995,000







7.7
%Security Capital
    Research & Management Incorporated, and affiliated
    entities(9)


3,990,000







15.3
%Wesley Capital Management, LLC and
    affiliated persons(10)


2,177,600







8.4
%All trustees and executive
    officers as a group (13 persons)


658,965



3,298,676



13.4
%     *
    
    Less than 1.0%(1)
    
    For the purposes of this calculation, the number of common
    shares deemed outstanding is the sum of (a) an aggregate of
    26,082,020 common shares issued and outstanding as of
    March 31, 2007 and (b) any common shares that such
    person has the right to acquire pursuant to the redemption of
    units (assuming we elect to issue common stock rather than pay
    cash upon such redemption); provided, that any common shares
    issuable to such person pursuant to
    subparagraph (b) is not deemed to be outstanding for
    the purpose of computing the percentage ownership of any other
    person.(2)
    
    Mr. Grigg owns 695 common shares and 233,137 Operating
    Partnership units directly.(3)
    
    Mr. Keller owns 86,895 common shares and 228,635 Operating
    Partnership units directly.(4)
    
    Mr. Richard L. Kramer owns 7,119 common shares and 766,857
    Operating Partnership units directly. He also is deemed to
    beneficially own (a) 913,263 Operating Partnership units
    held by RKB/Republic Capital LLC, of which Mr. Richard L.
    Kramer is a manager and Carlyle Investments LLC is a member, of
    which Mr. Richard L. Kramer is the controlling member,
    (b) 195,000 Operating Partnership units owned by
    KRIVCO/1425 LLC, of which The Lillian R. Kramer Special
    Revocable Trust and The I. Melvin 29




---



##### 



Kramer Special Revocable Trust are the members (Mr. Richard
    L. Kramer is a trustee and a beneficiary of each trust),
    (c) 414,898 Operating Partnership units owned by RPC, of
    which Mr. Richard L. Kramer is a controlling shareholder,
    (d) 208,400 common shares purchased in the IPO by The
    Lillian R. Kramer Special Revocable Trust, of which
    Mr. Richard L. Kramer is a trustee and a beneficiary,
    (e) 2,700 shares purchased in the IPO by him as
    custodian for his daughter, and (f) 208,400 common shares
    purchased in the IPO by The I. Melvin Kramer Special Revocable
    Trust, of which Mr. Richard L. Kramer is a trustee and a
    beneficiary.(5)
    
    Mr. Siegel owns 28,932 common shares directly. He also is
    deemed to beneficially own (a) 517,546 Operating
    Partnership units owned by Hoppenstein Insurance Trust, a trust
    for the benefit of Mr. Richard L. Kramers wife and of
    which Mr. Siegel acts as trustee, and (b) 27,840
    Operating Partnership units owned by ACK Carlyle LLC, of which
    ACK Carlyle Investment Trust is the majority interest holder, of
    which Mr. Siegel is the trustee of the trust for the
    benefit of Mr. Richard L. Kramers daughter.(6)
    
    Based on the information provided in a Schedule 13G filed
    jointly by High Rise Capital Advisors, L.L.C., Bridge Realty
    Advisors, L.L.C., Cedar Bridge Realty Fund, L.P., Cedar Bridge
    Institutional Fund, L.P., David OConnor and Charles
    Fitzgerald on February 14, 2007. Pursuant to the
    Schedule 13G, (i) High Rise Capital Advisors reports
    that, of the aggregate 2,251,600 common shares it beneficially
    owns, it has sole voting and dispositive power over 0 common
    shares, (ii) Bridge Realty Advisors reports that, of the
    aggregate 2,251,600 common shares it beneficially owns, it has
    sole voting and dispositive power over 0 common shares,
    (iii) Cedar Bridge Realty Fund reports that, of the
    aggregate 1,183,760 common shares it beneficially owns, it has
    sole voting and dispositive power over 0 common shares,
    (iv) Cedar Bridge Institutional Fund reports that, of the
    aggregate 1,067,840 common shares it beneficially owns, it has
    sole voting and dispositive power over 0 common shares,
    (v) David OConnor reports that, of the aggregate
    2,251,600 common shares he beneficially owns, he has sole voting
    and dispositive power over 0 common shares and (vi) Charles
    Fitzgerald reports that, of the aggregate 2,271,600 common
    shares he beneficially owns, he has sole voting and dispositive
    power over 20,000 common shares. Each reporting persons
    address is 535 Madison Avenue, 26th Floor, New York, NY
    10022.(7)
    
    Based on the information provided in a Schedule 13G filed
    jointly by Morgan Stanley and Morgan Stanley Investment
    Management Inc., or MSIM, on February 14, 2007. Pursuant to
    the Schedule 13G, (i) Morgan Stanley reports that, of
    the aggregate 2,148,765 common shares it beneficially owns, it
    has sole voting power over 1,500,059 common shares, and
    (ii) MSIM reports that, of the aggregate 2,026,565 common
    shares it beneficially owns, it has sole voting power over
    1,427,809 common shares. Morgan Stanleys address is 1585
    Broadway, New York, NY 10036; MSIMs address is 1221 Avenue
    of the Americas, New York, NY 10020.(8)
    
    Based on the information provided in a Schedule 13G filed
    jointly by Nuveen Asset Management, or NAM, and Nuveen Real
    Estate Income Fund, or NREIF, on February 13, 2005.
    Pursuant to the Schedule 13G, (i) NAM reports that, of
    the 1,995,000 common shares it beneficially owns, it has shared
    voting and dispositive power over 1,995,000 shares, and
    (ii) NREIF reports that, of the 1,579,000 common shares it
    beneficially owns, it has shared voting and dispositive power
    over 1,579,000 shares. All of the shares reported pursuant
    to the Schedule 13G are managed by Security Capital
    Research & Management Incorporated, who is an
    unaffiliated third-party subadviser to NAM and NREIF. NAM
    disclaims all beneficial ownership of the common shares managed
    on its behalf by third parties. The address for each reporting
    persons is 333 West Wacker Drive, Chicago, IL 60606.(9)
    
    Based on the information provided in a Schedule 13G filed
    jointly by Security Capital Research & Management Inc.,
    or Security Research, and Security Capital Preferred Growth
    Incorporated, or Security Preferred, on December 22, 2005.
    Pursuant to the Schedule 13G, Security Research and
    Security Preferred reported that, of the aggregate
    3,990,000 shares, (i) Security Research has the sole
    voting and dispositive power over all 3,990,000 shares, and
    (ii) Security Preferred has the sole voting and dispositive
    power over 1,995,000 shares. Additionally, the entities
    reported that of the aggregate 3,990,000 shares, 1,579,000
    are owned by NREIF, a closed-end management investment company
    under the Investment Company Act of 1940, as amended, that is
    not affiliated with either Security Capital or Security
    Research. The address of each reporting person is 10 South
    Dearborn Street, Suite 1400, Chicago, Illinois 60603. 30




---



##### 



(10)
    
    Based on the information provided in a Schedule 13G filed
    jointly by Wesley Capital Management, LLC, Arthur Wrubel and
    John Khoury on February 14, 2007. Pursuant to the
    Schedule 13G, (i) Wesley Capital Management has the
    sole voting and dispositive power over 0 shares,
    (ii) Arthur Wrubel has the sole voting and dispositive
    power over 0 shares and (iii) John Khoury has the sole
    voting and dispositive power over 0 shares. The address of
    each reporting person is 717 5th Avenue, 14th Floor,
    New York, NY 10022.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Related
    Person Transactions
  Option Properties.
      Management
    and Development Services Agreements
  Contribution of Management and Development Services by
    Republic Properties Corporation.
 31




---



##### 



Outsourcing of Management and Development Services for The
    Portals Properties.
  
    management services to The Portals I and II, in exchange for a
    fee equal to 1% of the gross revenues of each property and a
    payment to cover the cost of the corporate and property labor
    and overhead for providing those services. Each agreement has a
    one year term expiring December 15, with automatic renewal
    unless either party gives notice 90 days prior to December
    15;
    management services to The Portals III, IV and V, when
    completed, and in the case of The Portals III in advance of
    any exercise by us of our option to acquire The
    Portals III, in exchange for a fee equal to 1% of the gross
    revenues of each property and a payment to cover the cost of the
    corporate and property labor and overhead for providing those
    services. These agreements are terminable upon 30 days
    written notice to the other party;
    development services to The Portals III, in exchange for a
    fee equal to 3% of the remaining development costs, which are
    defined as net of land acquisition, interest and loan expenses,
    and cash concessions to tenants. This agreement is terminable
    upon a change of control, as that term is defined in the
    associated contribution agreement;
    development services to The Portals IV and V, in
    exchange for a fee equal to 3% of the development costs, which
    are defined as net of land acquisition, interest and loan
    expenses, and cash concessions to tenants. These agreements are
    terminable upon 30 days written notice to the other
    party; and
    certain asset management services to PDA, including, but not
    limited to, the arrangement of financing and the administration
    of loans, the oversight of partnership books and records, the
    preparation of quarterly distributions, certain accounting,
    bookkeeping and other administrative services with respect to
    The Portals Properties, and the preparation of documents in
    connection with the annual audit and tax return of PDA in
    exchange for an annual payment of $1.1 million. This
    agreement has a one year term expiring December 15, with
    automatic renewal unless either party gives notice 90 days
    prior to December 15.    
    a development fee equal to 5% of all development costs;
    a construction management fee equal to 5% of all direct costs of
    construction (of which 1/8th is payable to East Coast
    Development Corporation, the unaffiliated general partner);
    a management fee equal to 5% of gross rental receipts; and
    a leasing fee equal to 3% of the gross rental receipts, which
    may be reduced by up to 2% to the extent unaffiliated brokers or
    leasing agents are engaged to perform leasing services. 32




---



##### 



Consideration Paid for Agreements.
      2006 Impairment Charges.
       33




---



##### 



34




---



##### 



Fees Earned.
  Balance


Balance2006


Receivable at


Receivable atRevenue


December 31,


March 31,Recognized


2006


2007Portals I Management Fees(1)

$
227


$
39



77Portals II Management Fees(1)


313



58



79PDA Asset Management Fees(1)


1,100



92



168Republic Square I Management
    Fees(1)


15



2



37Republic Square I Development
    Fees(1)


596



197



Portals III Development
    Fees(1)


519



76



156Portals III Financing Fee(1)


600







Other


7



3



4Total

$
3,377


$
467



521     (1)
    
    On March 13, 2006, TRS executed a Letter Agreement with
    Parcel 47D LLC and Portals Interests LLC (each single purpose
    entities established by PDA), pursuant to which TRS provided
    services in connection with the recapitalization and extension
    of the construction loans for Portals III. For such assistance,
    TRS earned a fee of $600,000. The disinterested Board members
    reviewed and approved this transaction.    Office Space at The Portals I.
    Partnership Agreement.
  Employment of Immediate Family
    Members.
 35




---



##### 



Our
    Procedures with Respect to Related Person
    Transactions
  Amendments or Modifications to Related Party Management,
    Development and Option Agreements.
  Interested
    Trustee and Officer Transactions
  General Related Party Transaction
    Procedures.
  
    Each trustee and executive officer is responsible for
    identifying and reporting to our General Counsel any transaction
    or arrangement between us and our trustees or executive officer
    (or immediately family members of, or entities affiliated with,
    trustees or executive officers).
    Upon notification of the possible occurrence of a potential
    related party transaction, the General Counsel will gather
    information regarding the proposed transaction to ascertain the
    nature and extent of the interested partys interest. The
    General Counsel will then notify the Chairman of the Corporate
    Governance and Nominating Committee of such transaction.
    The Chairman of the Corporate Governance and Nominating
    Committee has the responsibility and authority to determine
    whether or not the proposed transaction should be reviewed by
    the Committee. If a transaction involves a member of the
    Committee, the interested member will not participate in any
    Committee or Board discussion regarding the transaction.
    If the Corporate Governance and Nominating Committee meets to
    review and approve any related party transaction, the Committee
    considers, among other things:  
    The nature of the related persons interest in the
    transaction;
    The material terms of the transaction, including, without
    limitation, the amount and type of transaction;
    The importance of the transaction to the related person;
    The importance of the transaction to the company; and
    Whether the transaction would impair the judgment of a director
    or executive officer to act in the best interest of the company.  
    After the Corporate Governance and Nominating Committee
    completes its review, if the proposed transaction is required to
    be approved by the disinterested members of the Board of
    Trustees in accordance with our Corporate Governance Guidelines,
    the disinterested members of the Board will meet to review and
    discuss the proposed transaction. At this meeting of
    disinterested trustees, the members of the Committee will advise
    the other trustees of the Committees recommendation
    regarding the proposed transaction. Any such transaction must be
    approved by the affirmative vote of a majority of the
    disinterested trustees. 36




---



##### 



Code of Business Conduct and Ethics. case-by-case
    Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services.  Disclosure
    of Ernst & Young LLP Fees for the Years Ended
    December 31, 2006 and 2005
    2006


2005(1)Audit Fees(2)

$
762,500


$
2,730,000Audit-Related Fees

$
90,000



Tax Fees(3)

$
111,000


$
105,000All Other Fees






Total

$
963,500


$
2,835,000     (1)
    
    For the periods prior to December 20, 2005,
    Ernst & Young LLP rendered its services to our
    Predecessor.(2)
    
    Audit Fees for 2006 include fees for (i) the audit of our
    internal control over financial reporting with the objective of
    obtaining reasonable assurance about whether effective internal
    control over financial reporting was maintained in all material
    respects; (ii) the attestation of managements report
    on the effectiveness of internal control over financial
    reporting; and (iii) accounting consultations on matters
    addressed during the independent investigation with respect to
    the City Center project in West Palm Beach. Audit Fees for 2005
    include fees for services associated with our IPO, including
    review of registration statements and related issuances of
    comfort letters and consents and other services related to SEC
    matters.(3)
    
    Tax fees earned include fees for tax compliance, tax return
    preparation and tax planning.   37




---



##### 



Pre-Approval
    Policies and Procedures
    
    the type of services covered by the engagement;
    the dates the engagement is scheduled to commence and terminate;
    the estimated fees payable by us pursuant to the engagement;
    other material terms of the engagement; and
    such other information as the Audit Committee may request. PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  EXHIBITS
  Exhibit3.1

Articles of Amendment and
    Restatement of Declaration of Trust of Republic Property Trust(6)3.2

First Amended and Restated Bylaws
    of Republic Property Trust(6)4.1

Form of Common Share Certificate(3)10.1

First Amended and Restated
    Agreement of Limited Partnership of Republic Property Limited
    Partnership(6)10.2

Agreement and Plan of Merger,
    dated as of September 23, 2005, by and among Republic
    Property Trust, Republic Property Limited Partnership and RKB
    Holding L.P.(3)10.3

Contribution Agreement, dated as
    of September 23, 2005, by and among Republic Property
    Trust, Republic Property Limited Partnership and the partners of
    RPT 1425 LLC(2)10.4

Amendment to Contribution
    Agreement, dated as of December 20, 2005, by and among
    Republic Property Trust, Republic Property Limited Partnership
    and the partners of RPT 1425 LLC(6)10.5

Contribution Agreement, dated as
    of September 23, 2005, by and among RKB Washington Property
    Fund I L.P., Republic Property Limited Partnership, Richard
    L. Kramer, Steven A. Grigg, Mark R. Keller and the other parties
    named therein(2)10.6

Amendment to Contribution
    Agreement, dated as of December 20, 2005, by and among RKB
    Washington Property Fund I L.P., Republic Property Limited
    Partnership, Richard L. Kramer, Steven A. Grigg, Mark R.
    Keller and the other parties named therein(6) 38




---



##### 



Exhibit10.7

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    September 23, 2005, by and between Republic Properties
    Corporation and Republic Property Limited Partnership (Republic
    Square I)(2)10.8

Amendment to Development Services
    Rights and Management Services Rights Contribution Agreement,
    dated as of December 20, 2005, by and between Republic
    Properties Corporation and Republic Property Limited Partnership
    (Republic Square I)(6)10.9

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    October 24, 2005, by and among Republic Properties
    Corporation, Republic Property Limited Partnership and 660 North
    Capitol Street Property LLC (Republic Square II)(2)10.10

Management Services Rights
    Contribution Agreement, dated as of October 24, 2005, by
    and among Republic Properties Corporation, Richard L. Kramer,
    Steven A. Grigg and Republic Property Limited Partnership
    (Portals I)(2)10.11

Amendment to Management Services
    Rights Contribution Agreement, dated as of November 28,
    2005, by and among Republic Properties Corporation, Richard L.
    Kramer, Steven A. Grigg and Republic Property Limited
    Partnership (Portals I)(3)10.12

Management Services Rights
    Contribution Agreement, dated as of October 24, 2005, by
    and among Republic Properties Corporation, Richard L. Kramer,
    Steven A. Grigg and Republic Property Limited Partnership
    (Portals II)(2)10.13

Amendment to Management Services
    Rights Contribution Agreement, dated as of November 28,
    2005, by and among Republic Properties Corporation, Richard L.
    Kramer, Steven A. Grigg and Republic Property Limited
    Partnership (Portals II)(3)10.14

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    September 23, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership (Portals III)(2)10.15

Amendment to Development Services
    Rights and Management Services Rights Contribution Agreement,
    dated as of September 23, 2005, by and among Republic
    Properties Corporation, Richard L. Kramer, Steven A. Grigg
    and Republic Property Limited Partnership (Portals III)(3)10.16

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    October 24, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership (Portals IV)(2)10.17

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    October 24, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership (Portals V)(2)10.18

Management Services Rights
    Contribution Agreement, dated as of September 23, 2005, by
    and between Republic Properties Corporation, Republic Property
    Limited Partnership and the other parties named therein(2)10.19

Development Services Rights
    Contribution Agreement, dated as of September 23, 2005, by
    and between Republic Properties Corporation and Republic
    Property Limited Partnership (City Center Project)(2)10.20

Option Agreement, dated as of
    November 28, 2005, by and between Parcel 47D LLC and
    Republic Property Limited Partnership(3)10.21

Option Agreement, dated as of
    November 28, 2005, by and among 25 Massachusetts Avenue
    Property LLC, 660 North Capitol Street Property LLC and Republic
    Property Limited Partnership(3)10.22

Employment Agreement, dated as of
    December 20, 2005, by and between Republic Property Trust
    and Mark R. Keller(6)#10.23

Employment Agreement, dated as of
    December 20, 2005, by and between Republic Property Trust
    and Steven A. Grigg(6)#10.24

Employment Agreement, dated as of
    December 20, 2005, by and between Republic Property Trust
    and Gary R. Siegel(6)#10.25

Amended and Restated Employment
    Agreement, dated as of November 23, 2005, by and between
    Republic Property Trust and Michael J. Green(3)# 39




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Exhibit10.26

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Steven A. Grigg(6)#10.27

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Richard L. Kramer(6)#10.28

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Gary R. Siegel(6)#10.29

Amended and Restated
    Non-competition Agreement, dated as of November 23, 2005,
    by and between Michael J. Green and Republic Property Trust(3)#10.30

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Republic Properties Corporation(6)10.31

Republic Property Trust 2005
    Omnibus Long-Term Incentive Plan, effective as of
    December 13, 2005(6)#10.32

Services Agreement, dated as of
    November 29, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership(3)10.33

Republic Property
    Trust Trustees Deferred Compensation Plan, effective as of
    December 14, 2005(6)#10.34

Form of Restricted Share
    Agreement(3)#10.35

Republic Property
    Trust Trustees Compensation Policy, effective as of
    December 14, 2005(6)#10.36

Republic Property Limited
    Partnership Senior Secured Revolving Credit Facility Commitment
    Letter, dated as of March 3, 2006, by and among KeyBank
    National Association and KeyBank Capital Markets(9)10.37

Commitment Letter, dated as of
    October 28, 2005, by and among RKB Washington Property
    Fund I L.P., Presidents Park I LLC, Presidents Park II
    LLC, Presidents Park III LLC and Lehman Brothers Bank FSB(5)10.38

Amendment to Commitment Letter,
    dated as of December 13, 2005, by and among RKB Washington
    Property Fund I, L.P., Presidents Park I LLC, Presidents
    Park II LLC, Presidents Park III LLC and Lehman
    Brothers Bank FSB(6)10.39

Fixed Rate Note, dated
    September 23, 2002, made by RKB Pender LLC and payable to
    JPMorgan Chase Bank(6)10.40

Deed of Trust and Security
    Agreement, dated September 23, 2002, made by RKB Pender for
    the benefit of JPMorgan Chase Bank(6)10.41

Deed of Trust Note, dated
    June 13, 2003, made by RKB WillowWood LLC and payable to
    Archon Financial, L.P.(6)10.42

Deed of Trust, Assignment of
    Rents, Security Agreement and Fixture Filing, June 13,
    2003, made by RKB WillowWood LLC for the benefit of Archon
    Financial, L.P.(6)10.43

Deed of Trust Note, dated
    May 13, 2003, made by RKB Lakeside LLC and payable to
    Archon Financial, L.P.(6)10.44

Deed of Trust, Assignment of
    Rents, Security Agreement and Fixture Filing, May 13, 2003,
    made by RKB Lakeside LLC for the benefit of Archon Financial,
    L.P.(6)10.45

Deed of Trust Note, dated
    June 15, 2005, made by RPT 1425 New York Avenue LLC and
    payable to Archon Financial, L.P.(6)10.46

Deed of Trust, Assignment of
    Rents, Security Agreement and Fixture Filing, dated
    June 15, 2005, made by RPT 1425 New York Avenue LLC for the
    benefit of Archon Financial, L.P.(6)10.47

Loan Agreement, dated as of
    December 29, 2004, by and among Archon Financial, L.P.,
    Presidents Park I LLC, Presidents Park II LLC and
    Presidents Park III LLC(6)10.48

Amendment to Loan Agreement, dated
    as of December 20, 2005, by and among Goldman Sachs
    Mortgage Company, Presidents Park I LLC, Presidents Park II
    LLC, Presidents Park III LLC and Republic Property Limited
    Partnership(6)10.49

Letter Agreement, effective as of
    March 13, 2006, by and among Parcel 47D LLC, Portals
    Interests LLC and Republic Property TRS, LLC(7) 40




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Exhibit10.50

Purchase and Sale Agreement and
    Escrow Instructions by and between SMII Fairfax LLC and Republic
    Property Limited Partnership, dated as of March 22, 2006(8)10.51

Professional Services Agreement,
    effective as of October 26, 2004, by and between West Palm
    Beach Community Redevelopment Agency and Republic 
    WPB Corp(10)10.52

Amendment No. 1 to
    Professional Services Agreement, effective as of March 28,
    2005, by and between West Palm Beach Community Redevelopment
    Agency and Republic  WPB Corp(10)10.53

Amendment No. 2 to
    Professional Services Agreement, effective as of March 29,
    2006, by and between West Palm Beach Community Redevelopment
    Agency and Republic  WPB Corp(10)10.54

Amendment to Republic Property
    Trust Non-Employee
    Trustees Compensation Policy, effective as of January 1,
    2006(10)#10.55

Senior Secured Revolving Credit
    Agreement, dated as of May 1, 2006, by and among Republic
    Property Limited Partnership, as borrower, and Republic Property
    Trust, as guarantor, and KeyBank National Association, and other
    lenders which are parties to the Agreement, and KeyBank National
    Association, as agent, and KeyBanc Capital Markets, as sole lead
    arranger and sole book manager(10)10.56

Loan Agreement between RPB
    WillowWood I, LLC and RPB WillowWood II, LLC and
    Lehman Brothers Bank, FSB, dated May 24, 2006(11)10.57

Purchase and Sale Agreement
    between Dulles Park Tech LLC, as seller, and Republic Property
    Limited Partnership, as purchaser, for the property located at
    Dulles Park Technology Center, Fairfax County, Virginia, dated
    July 31, 2006(11)10.58

First Amendment to Senior Secured
    Revolving Credit Agreement, dated September 27, 2006(12)10.59

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement, and Fixture Filing for
    Republic Park LLC, dated September 29, 2006(12)10.60

Promissory Note between KeyBank
    National Association and Republic Park LLC, dated
    September 29, 2006(12)10.61

Purchase and Sale Agreement
    between 1129 20th Street NY Owner LLC, as seller, and
    Republic 20th Street LLC, a wholly owned subsidiary of
    Republic Property Limited Partnership, as purchaser, for the
    property located at 1129 20th Street, N.W.,
    Washington, D.C., dated January 18, 2007(13)10.62

Construction Loan Agreement for a
    loan in the amount of $74,000,000 made by and between Republic
    20th Street LLC and KeyBank N.A. and KeyBanc Capital
    Markets, dated as of February 16, 2007(15)10.63

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing by
    Republic 20th Street LLC for the benefit of KeyBank N.A.,
    dated as of February 16, 2007(15)10.64

Guaranty of Republic Property
    Limited Partnership and Republic Property Trust for the benefit
    of KeyBank N.A., dated as of February 16, 2007(15)14.1

Code of Business Conduct and
    Ethics, modified as of February 28, 2007(14)21.1

List of Subsidiaries of Republic
    Property Trust(15)23.1

Consent of Ernst & Young
    LLP(15)31.1

Section 302 Certification of
    Mark R. Keller, the Registrants Chief Executive Officer,
    dated April 30, 2007*31.2

Section 302 Certification of
    Michael J. Green, the Registrants Chief Financial Officer,
    dated April 30, 2007*32.1

Section 906 Certification of
    Mark R. Keller and Michael J. Green, the Registrants Chief
    Executive Officer and Chief Financial Officer, respectively,
    dated March 14, 2007(15)     1)
    
    Previously filed with the
    Form S-11
    filed by the Registrant on September 26, 2005.2)
    
    Previously filed with Amendment No. 1 to the
    Form S-11
    filed by the Registrant on October 31, 2005.3)
    
    Previously filed with Amendment No. 2 to the
    Form S-11
    filed by the Registrant on November 29, 2005.4)
    
    Previously filed with Amendment No. 3 to the
    Form S-11
    filed by the Registrant on December 12, 2005.5)
    
    Previously filed with Amendment No. 5 to the
    Form S-11
    filed by the Registrant on December 14, 2005. 41




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##### 



6)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on December 22, 2005.7)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on March 17, 2006.8)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on March 24, 2006.9)
    
    Previously filed with the
    Form 10-K
    for the year ended December 31, 2005, filed by the
    Registrant on March 28, 2006.10)
    
    Previously filed with the
    Form 10-Q
    for the quarter ended March 31, 2006, filed by the
    Registrant on May 12, 2006.11)
    
    Previously filed with the
    Form 10-Q
    for the quarter ended June 30, 2006, filed by the
    Registrant on August 10, 2006.12)
    
    Previously filed with the
    Form 10-Q
    for the quarter ended September 30, 2006, filed by the
    Registrant on November 7, 2006.13)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on January 24, 2007.14)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on March 6, 2007.15)
    
    Previously filed with the
    Form 10-K
    for the year ended December 31, 2006, filed by the
    Registrant on March 14, 2007.*
    
    Filed herewith.#
    
    Represents a management contract or compensation plan, contract
    or arrangement. 42




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##### 



SIGNATURES      By:
    /s/  Mark
    R. Keller    Chief Executive Officer
     Date: April 30, 2007

/s/  Mark
    R. KellerMark
    R. KellerChief Executive Officer and Trustee
    (Principal Executive Officer)Date: April 30, 2007

/s/  Michael
    J. GreenMichael
    J. Green Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)Date: April 30, 2007

Richard
    L. Kramer Chairman of the Board of TrusteesDate: April 30, 2007

/s/  John
    S. ChalstyJohn
    S. Chalsty TrusteeDate: April 30, 2007

Steven
    A. GriggTrusteeDate: April 30, 2007

/s/  Ronald
    J. KramerRonald
    J. KramerTrusteeDate: April 30, 2007

/s/  Gregory
    H. LeischGregory
    H. LeischTrusteeDate: April 30, 2007

/s/  Ronald
    D. PaulRonald
    D. PaulTrustee  43