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Exhibit 10.3
 Republic Property Trust, Republic Property Limited Partnership and Republic Property TRS
 Change in Control Severance Plan  (and Summary Plan Description)
 Plan REIT Operating Partnership TRS Company Company
  ERISA
 1. Eligibility and Participation. provided not
 Tier I Tier II
 Appendix A
 2. Severance Benefit.




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Accrued Obligations
 Base Salary Severance Benefit Base Salary
Severance Benefit 1 2
 Severance Months
 plus
  Annual Base Salary
    
    Severance Multiple$0 - $49,999
    
    1.0$50,000 - $99,999
    
    1.25$100,000 - $149,999
    
    1.50$150,000 - $199,999
    
    1.75
 not not
 Annual Base Salary Annual Base Salary Monthly Base Salary
 2




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Years of Service Predecessor Company
  Example:
  plus
   Example:
   3




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Continued Health Benefits COBRA
 Accelerated Vesting of Share Awards
 3. Release Prior To Payment Of Benefits. Release Appendix B Appendix C
 Release
Effective Date
 not
 4. Parachute Payments. Payment Code Excise
Tax
 4




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5. Restrictive Covenants.
   Confidential Company Information
   5




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6. Effective Date of Plan; Amendment.
  provided, however,
 7. Claims Procedures.
  Claimant
 6
       Appendix D
 8. Plan Administration.
 Plan Administrator
    7




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9. Superseding Plan.
 10. Limitation On Employee Rights.
 11. No Third-Party Beneficiaries.
 12. Successors.
 13. Governing Law and Venue.
 14. Miscellaneous.
 15. Notice.
 8




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16. Withholding.
 17. Additional Information. Appendix E
 18. Term.
 19. Definitions.
 Board
 Cause
     Change in Control
 Exchange Act Voting Securities  Excluded Group Beneficial Ownership
 9




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Incumbent Board
 Business
Combination
 Surviving Company
   10




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Related Company
 Share Award
  11




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Republic Property TrustBy:Name:
    Gary R. SiegelTitle:
    Chief Operating OfficerRepublic Property Limited PartnershipBy:Name:
    Gary R. SiegelTitle:
    Chief Operating OfficerRepublic Property TRSBy:Name:
    Gary R. SiegelTitle:
    Chief Operating Officer 12




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Appendix A
 Participant Acknowledgment
 Plan
 Employee SignaturePrint Name:Date:




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Appendix B
 Release  ( Individual Termination )
 Company  Employee
 Plan
  Related Parties Releasees ADEA FMLA




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2




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3




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FOR EMPLOYEES AGE 40 OR OLDER ONLY:
  [Name of Employee]Date: 4




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Appendix C
 Release  ( Group Termination)
 Company  Employee
 Plan
  Related Parties Releasees ADEA




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2




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3




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FOR EMPLOYEES AGE 40 OR OLDER ONLY:
  [Name of Employee]Date: 4




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Attachment to Release
 Company Plan
 (1)
    
    The decisional unit is the Company.(2)
    
    The attachment includes a listing of the ages and job titles of all
employees of the Company who are eligible to receive the severance benefits
described in the Plan by signing a Release constituting a general release of
all claims.
 5




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JOB CLASSIFICATION AND AGE OF EMPLOYEES
ELIGIBLE FOR SEVERANCE BENEFITS
 Age of Those Not Selected forJob Title
    
    
    Selected Persons by Age
    
    
    Termination




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Appendix D
 Detailed Claims Procedures
 1. Claims Procedure.
 Initial Claims.
 Claims Decisions.
 Appeals of Denied Claims.




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Appeals Decisions.
 Procedures.
 2




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Appendix E
 Additional Information
 Rights under ERISA
  Receive Information About Your Plan and Benefits
       Prudent Actions by Plan Fiduciaries




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Enforce Your Rights
   Assistance with Your Questions
  2




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Administrative Information
 Name of Plan:
    
    The Republic Property Trust, Republic Property
Limited Partnership and Republic Property TRS
Change in Control Severance PlanPlan Administrator:
    
    Compensation Committee of theBoard of Trustees of Republic Property Trust13861 Sunrise Valley Drive, Suite 410Herndon, VA 20171Tel: 703-880-2900Fax: 703-880-2901Type of Administration:
    
    Self-AdministeredType of Plan:
    
    Severance Pay Employee Welfare Benefit PlanEmployer Identification
Number:
    
    20-3241867Direct Questions 
Regarding the Plan to:
    
    General Counsel
Republic Property Trust13861 Sunrise Valley Drive, Suite 410Herndon, VA 20171Tel: 703-880-2900Fax: 703-880-2901Agent for Service of
Legal Process:
    
    General Counsel
Republic Property Trust13861 Sunrise Valley Drive, Suite 410Herndon, VA 20171Tel: 703-880-2900Fax: 703-880-2901Service of Legal Process may also be made upon
the Plan 
AdministeredPlan Year:

    
    Calendar YearPlan Number:
    
    502