**Exhibit 10.2****Resolutions Regarding Creation of Strategic Alternatives Special Committee andCompensation for its Members**     **WHEREAS**, Section 1 of Article IV of the First Amended and Restated Bylaws (the“Bylaws”) of Republic Property Trust (the “Trust”) provides, in relevant part, thatthe Board of Trustees (the “Board”) may appoint committees, composed of one or moreTrustees, to serve at the pleasure of the Board;     **WHEREAS**, Section 2 of Article IV of the Bylaws provides, in relevant part, thatthe Board may delegate to any committee so appointed any of the powers of theTrustees, except as prohibited by law;     **WHEREAS**, the Board has determined that it is in the best interest of the Trustto appoint a committee (the “Strategic Alternatives Special Committee”) of the Boardto act on behalf of the Board with respect to (i) the receipt of any offersregarding corporate combinations, and (ii) analyzing strategic alternatives ((i) and(ii) collectively, the “Strategic Alternatives Matters”);     **WHEREAS,**the Board has determined that it is in the best interest of the Trustto provide the Strategic Alternatives Special Committee with the sole authority, tothe extent it deems necessary or appropriate, to (i) retain advisers on behalf ofthe Trust, including any financial advisors to advise the Strategic AlternativesSpecial Committee in the evaluation of strategic alternatives, (ii) approve theadvisers’ fees and other retention terms and (iii) terminate any such advisor;     **WHEREAS,**Section 6 of Article IV of the Compensation Committee Charter providesthat the Compensation Committee shall periodically review the compensationarrangements in place for the Trust’s trustees, and if appropriate, makerecommendations to the Board with respect to any changes thereto;     **WHEREAS,**the Compensation Committee of the Board has recommended to the Boardthat the Chairman of the Strategic Alternatives Special Committee would receive aone time payment of $60,000 and the other Strategic Alternative Special Committeemembers would receive a one time payment of $45,000;     **WHEREAS,**the Board has determined that it is in the best interest of the Trustto provide compensation for the members of the Strategic Alternatives SpecialCommittee.     **NOW, THEREFORE, BE IT RESOLVED,**that the Board hereby constitutes and creates acommittee of the Board duly designated the “Strategic Alternatives SpecialCommittee” and delegates to the Strategic Alternatives Special Committee the powerand authority of the Board to pursue, evaluate and review the Strategic AlternativeMatters, including, but not limited to, the sole authority, to the extent it deemsnecessary or appropriate, to (i) retain advisers, including any financial advisorsto advise the Strategic Alternatives Committee in the evaluation of strategicalternatives, (ii) approve the advisers’ fees and other retention terms and (iii)terminate any such advisor;
 

 
     **RESOLVED FURTHER**, that the following trustees, all of whom are consideredindependent trustees, hereby are appointed as the members of the Special Committee:Gregory H. Leisch, Ronald D. Paul, Ronald J. Kramer, and John S. Chalsty; and JohnS. Chalsty shall serve as the Chair of the Special Committee;     **RESOLVED FURTHER**, that the Chairman of the Strategic Alternatives SpecialCommittee shall receive a one time payment of $60,000 and the other StrategicAlternative Special Committee members shall receive a one time payment of $45,000.     **RESOLVED FURTHER**, that the officers of the Trust are hereby authorized anddirected to take all such further actions and to prepare, execute, acknowledge,file, deliver and record all such further documents and instruments by and on behalfof the Trust, and in its name, or otherwise, as in the judgment of such officershall be necessary, appropriate or advisable in order to fully carry out the intentand to accomplish the execution of the purposes of the foregoing resolutions; and     **RESOLVED FURTHER,**that all matters authorized by the foregoing resolutions,including, without limitation, the delegation of power and authority to theStrategic Alternatives Special Committee, are hereby deemed effective, and areeffective, with respect to the Strategic Alternatives Special Committee as of thedate of formation of the Strategic Alternatives Special Committee, and that any andall actions heretofore taken to date by any officer or trustee of the Trust infurtherance of and consistent with the matters authorized by the foregoingresolutions, are hereby in all respect authorized, approved, ratified and confirmed.