Exhibit
10.1


AMENDMENT


TO
THE


PRESIDENTIAL
REALTY CORPORATION


DEFINED
BENEFIT PLAN





As
Amended and Restated Effective January 1, 1997




WHEREAS, the Presidential
Realty Corporation (the “Employer”) sponsors a defined benefit pension plan
known as the Presidential Realty Corporation Defined Benefit Plan; (the “Plan”);
and





WHEREAS, under the terms of
the Plan, the Employer has the ability to amend the Plan; and





WHEREAS, the Employer desires
to amend the Plan to freeze all future benefit accruals under the terms of the
Plan effective February 28, 2009, and in conjunction therewith, freeze
participation in the Plan for any Eligible Employee who has not become a
Participant prior to February 28, 2009; and





WHEREAS, the Employer also
desires to freeze participation with respect to any Former Participant who may
become reemployed following termination of employment or otherwise regain the
status of Eligible Employee; however, Years of Service for vesting purposes may
continue to accrue for such Employee, subject to the Plan’s Break in Service
rules;





NOW, THEREFORE, effective as
of February 28, 2009, the Employer hereby amends the Plan to provide as
follows:





1.
            Section
      1.9 of Article I, the definition of “Average Monthly Compensation”, is
      amended by adding the following new paragraph, to be placed at the end of
      such Section:





“In
      conjunction with the freezing of benefit accruals effective February 28,
      2009, in no event will a Participant’s Compensation earned after February
      28, 2009 be considered in the determination of his Average Monthly
      Compensation.”





2.
            Section
      1.40, Article I, the definition of “Plan Year of Service”, is amended by
      adding the following new paragraph, to be placed at the end of such
      Section:





“Effective
      February 28, 2009, all future benefit accruals under the Plan shall be
      frozen, and periods of employment after such date shall not be considered
      in the determination of a Participant’s Plan Years of Service under the
      Plan.”





3.           Section
3.1 of Article III, entitled “Conditions of Eligibility”, is amended by adding
the following new paragraph, to be placed at the end of such
Section:





“In
      no event shall any Eligible Employee who is not already a Participant as
      of February 28, 2009 become eligible to participate in the Plan after such
      date in accordance with the further terms of the this Article III, except
      as may be provided in accordance with Section
  3.5(d).”







4.           Section
3.5 of Article III, entitled “Rehired Employees and Breaks in Service”, is
amended by adding the following new paragraph (d):





“(d)
            Effective
      as of the date this Amendment is adopted, no Former Participant shall be
      permitted to again become a Participant upon becoming reemployed as an
      Employee following his termination of employment.  However, such
      Employee may continue to accrue Years of Service for vesting purposes in
      accordance with the Break in Service rules and further terms of the
      Plan.”





5.           The
first sentence of subparagraph (a), Section 5.1 of Article V, which Section is
entitled “Retirement Benefits”, is amended in its entirety as
follows:





“(a) The
amount of monthly retirement benefit to be provided for each Participant who
retires on his Normal Retirement Date shall be equal to the his Accrued Benefit
(herein called the Participant’s Normal Retirement Benefit), provided however,
that effective February 28, 2009 and subject to the further terms of the Plan,
benefit accruals under the Plan shall be frozen, and no future benefits shall
accrue after such date.”





IN WITNESS WHEREOF, the
Employer has caused this Amendment to be executed by a duly authorized person
this 27th day of February, 2009.





WITNESS
              
              PRESIDENTIAL
      REALTY CORPORATION/s/ Elizabeth Delgado_
              
              By:
              /s/
      Jeffrey F. JosephTitle:
      President and CEO







PRESIDENTIAL
REALTY CORPORATION


CERTIFICATE
OF RESOLUTION




The
undersigned Secretary of Presidential Realty Corporation (the “Employer”) hereby
certifies that the following resolutions were duly adopted by the Employer’s
board of directors on December 11, 2008, and that such resolutions have not been
modified or rescinded as of the date hereof:





RESOLVED, effective February
28, 2009, the Presidential Realty Corporation Defined Benefit Plan (the “Plan”)
be amended to freeze future benefit accruals under the Plan, and to freeze
participation in the Plan with respect to any Employee who is not a Participant
in the Plan on February 28, 2009; and





RESOLVED, the Employer also
desires to freeze participation with respect to any former Participant who may
become reemployed following termination of employment or otherwise regain the
status of Eligible Employee; however, Years of Service for vesting purposes may
continue to accrue for such Employee, subject to the Plan’s Break in Service
rules;





RESOLVED, that the proper
officers of the Employer are hereby authorized and directed to execute such
documentation as is necessary to effectuate the adoption of the amendment of the
Plan.





/s/ Elizabeth DelgadoSecretaryFebruary
      27, 2009Date