Second Amendment to Employment Agreement

Third Amendment to Employment Agreement






           This  Second  Amendment to Employment  Agreement  (the


"Amendment")  is made and entered into this 5th day of  November,


2003, by and between Monmouth Real Estate Investment Corporation,


a  Maryland corporation (the "Company") and Eugene W.  Landy,  an


individual (the "Employee").


                      W I T N E S S E T H:


           WHEREAS, in accordance with the recommendations of the


Compensation  Committee of the Company and the  approval  of  the


Board of Directors of the Company at its meeting on September 23,


2003,  it  was  determined  to  amend  the  current  Compensation


Agreement of Eugene W. Landy.


           NOW,  THEREFORE, the following amendments  are  hereby


added to the Amended Employment Agreement dated June 26, 1997, by


and between the Company and Eugene W. Landy.


            1.     The   current  Amended  Employment   Agreement


automatically  extends for five years.  Thus,  the  parties  have


agreed  that the Second Amended Employment Agreement will be  for


the period January 1, 2004 to December 31, 2009.


           2.    The  base salary effective January  1,  2004  is




           3.    The  1997  Bonus Schedule, a copy  of  which  is


attached,  will remain in force, including the annual  grants  of


stock options of 65,000 shares per year.


           4.    Severance shall be $500,000, payable $100,000  a


year  for  five  years.  The transactional severance  bonus  will


remain the same as currently provided.


           5.    Eugene W. Landy has elected early payment of the


pension benefits, commencing in 2001.  Effective January 1, 2004,


the  pension for Eugene W. Landy shall be $50,000 a year for  ten


years,  an  extension  of three years from  the  current  pension


payments.  On the death of the Employee, the pension funds  shall


be paid to the Employee's designated beneficiary.






          6.   The $500,000 death benefit shall remain in force.


          7.   The three-year disability payment will remain the




            The  provision  providing  that  the  Employee  shall


participate in all health, dental, insurance and similar plans of


the  Company  shall  further  provide  that  the  Employee  shall


participate  during  the  period  he  is  receiving  the  pension


benefits   provided  in  Section  7  of  the  Amended  Employment




          IN WITNESS WHEREOF, this Second Amendment to Employment


Agreement has been duly executed by the Company and the  Employee


on the date first above written.


                         MONMOUTH REAL ESTATE INVESTMENT



                         By:   /s/ Cynthia J. Morgenstern

                              Cynthia J. Morgenstern,

                              Executive Vice President



/s/ Louise Green

Louise Green, Secretary        /s/ Eugene W. Landy

                               Eugene W. Landy,




/s/  Elizabeth Chiarella

Elizabeth Chiarella










EX-99 2 ewlamendmentemploymentmreic.htm EXHIBIT


This Third Amendment to Employment Agreement (“the Amendment”) is effective April 1, 2008 by and between MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and EUGENE W. LANDY, an individual (the “Employee”).


WHEREAS, in accordance with the recommendations of the Compensation Committee of the Company at its meeting on March 27, 2008, it was determined to amend the current compensation agreement of the Employee.

NOW, THEREFORE, the following amendment is hereby added to the Employment Agreement dated December 9, 1994, and the Amendment to the Employment Agreement dated June 26, 1997, and the Second Amendment to Employment Agreement dated November 5, 2003, by and between the Company and the Employee.


In the event of a Change of Control of the Company, the Employee shall receive a lump sum payment of $2.5 million, provided that the sale price of the Company is at least $10 per share of common stock.  A “Change of Control” shall be defined as the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the Company.  This Change of Control provision shall not apply to any combination between the Company and UMH Properties, Inc.  Payment shall be made simultaneously with the closing of the transaction, and only in the event that the transaction closes.

IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Employee on April 14, 2008.



/s/ Elizabeth Chiarella

/s/ Cynthia J. Morgenstern

Elizabeth Chiarella, Secretary

By:  Cynthia J. Morgenstern, Executive VP

/s/ Maureen Vecere

/s/ Eugene W. Landy


Eugene W. Landy, Employee