<PAGE>
                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of July 21, 1999 by and between VORNADO REALTY TRUST, a
Maryland real estate investment trust (the "Company"), and the holders of Units
listed on Schedule A hereto (individually, a "Holder").

                  WHEREAS, each Holder is receiving on the date hereof Class A
units of limited partnership interest (such interest are referred to herein as
the "Units") in Vornado Realty L.P., a Delaware limited partnership (the
"Partnership");

                  WHEREAS, in connection therewith, the Company has agreed to
grant to each Holder the Registration Rights (as defined in Section 1 hereof);

                  NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:

SECTION 1.        REGISTRATION RIGHTS

                  If Holder receives common shares of beneficial interest of the
Company ("Common Shares") upon redemption of Units (the "Redemption Shares")
pursuant to the terms of the Second Amended and Restated Agreement of Limited
Partnership of the Partnership, as amended through the date hereof and as the
same may be amended from time to time (the "Partnership Agreement"), then,
unless such Redemption Shares are issued to such Holder pursuant to an Issuer
Registration Statement as provided in Section 2 below, Holder shall be entitled
to offer for sale pursuant to a shelf registration statement the Redemption
Shares, subject to the terms and conditions set forth in Section 3 hereof (the
"Registration Rights").

SECTION 2.        ISSUER REGISTRATION STATEMENT

                  Anything contained herein to the contrary notwithstanding, in
the event that the Redemption Shares are issued by the Company to Holder
pursuant to an effective registration statement (an "Issuer Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission"), the Company shall be deemed to have satisfied all of its
registration obligations under this Agreement.

SECTION 3.        DEMAND REGISTRATION RIGHTS

                  3.1 Registration Procedure. (a) Unless such Redemption Shares
are issued pursuant to an Issuer Registration Statement as provided in Section 2
hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to
exercise its Registration Rights with respect to the Redemption Shares, the
Holder shall deliver to the Company a
<PAGE>
written notice (a "Registration Notice") informing the Company of such exercise
and specifying the number of shares to be offered by such Holder (such shares to
be offered being referred to herein as the "Registrable Securities"). Such
notice may be given at any time on or after the date a notice of redemption is
delivered by the Holder to the Partnership pursuant to the Partnership
Agreement, but must be given at least fifteen (15) Business Days prior to the
consummation of the sale of Registrable Securities. As used in this Agreement, a
"Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than
a day on which banks and other financial institutions are authorized or required
to be closed for business in the State of New York or Maryland. Upon receipt of
the Registration Notice, the Company, if it has not already caused the
Registrable Securities (and appropriate disclosure regarding the Holder as may
be required to be included in such Registration Statement pursuant to the rules
and regulations of the Commission) to be included as part of an existing
effective shelf registration statement and related prospectus that the Company
then has on file with the Commission (the "Shelf Registration Statement") (in
which event the Company shall be deemed to have satisfied its registration
obligation under this Section 3), will cause to be filed with the Commission as
soon as reasonably practicable after receiving the Registration Notice a new
registration statement and related prospectus (a "New Registration Statement")
that complies as to form in all material respects with applicable Commission
rules providing for the sale by the Holder of the Registrable Securities, and
agrees (subject to Section 3.2 hereof) to use its best efforts to cause such New
Registration Statement to be declared effective by the Commission as soon as
practicable. (As used herein, "Registration Statement" and "Prospectus" refer to
the Shelf Registration Statement and related prospectus (including any
preliminary prospectus) or the New Registration Statement and related prospectus
(including any preliminary prospectus), together with any post-effective
amendments thereto, supplements thereof, or registration statement filed with
respect thereto pursuant to Rule 462(b) promulgated under the Act, whichever is
utilized by the Company to satisfy Holder's Registration Rights pursuant to this
Section 3, including in each case any documents incorporated therein by
reference. Each Holder agrees to provide in a timely manner information
regarding the proposed distribution by such Holder of the Registrable Securities
and such other information reasonably requested by the Company in connection
with the preparation of and for inclusion in the Registration Statement. The
Company agrees (subject to Section 3.2 hereof) to use its best efforts to keep
the Registration Statement effective (including the preparation and filing of
any amendments and supplements necessary for that purpose) until the earlier of
(i) the date on which Holder consummates the sale of all of the Registrable
Securities registered under the Registration Statement, or (ii) the date on
which all of the Registrable Securities are eligible for sale pursuant to Rule
144(k) (or any successor provision) or in a single transaction pursuant to Rule
144(e) (or any successor provision) under the Securities Act of 1933, as amended
(the "Act"). The Company agrees to provide to Holder a reasonable number of
copies of the final Prospectus and any amendments or supplements thereto.
Notwithstanding the foregoing, the Company may at any time, in its sole
discretion and prior to receiving any Registration Notice from any Holder,
include all of Holder's Redemption Shares or any portion thereof in any Shelf
Registration Statement. In connection with any Registration Statement utilized
by the

                                      -2-
<PAGE>
Company to satisfy Holder's Registration Rights pursuant to this Section 3,
Holder agrees that it will respond within five (5) Business Days to any request
by the Company to provide or verify information regarding Holder or Holder's
Registrable Securities as may be required to be included in such Registration
Statement pursuant to the rules and regulations of the Commission.

                  (b) Offers and Sales. All offers and sales by a Holder under
the Registration Statement referred to in this Section 3 shall be completed
within the period during which the Registration Statement is required to remain
effective pursuant to Section 3.1(a) of this Section 3, and upon expiration of
such period Holder will not offer or sell any Registrable Securities under the
Registration Statement. If directed by the Company, the Holder will return to
the Company all undistributed copies of the Prospectus in its possession upon
the expiration of such period.

                  (c) Limitations on Registration Rights. Each exercise of a
Registration Right shall be with respect to a minimum of the lesser of (i) fifty
thousand (50,000) Common Shares or (ii) the total number of Redemption Shares
held by the exercising Holder at such time plus the number of Redemption Shares
that may be issued upon redemption of Units by Holder. The right of any Holder
to deliver a Registration Notice commences upon the first date the Holder is
permitted to redeem Units pursuant to the Partnership Agreement. The right of
any Holder to deliver a Registration Notice to the Company shall expire on the
date on which all of the Redemption Shares held by the Holder or issuable upon
redemption of Units held by the Holder are eligible for sale pursuant to Rule
144(k) (or any successor provision) or in a single transaction pursuant to Rule
144(e) (or any successor provision) under the Act. The Registration Rights
granted pursuant to this Section 3.1 may not be exercised in connection with any
underwritten public offering by the Company or by Holder without the prior
written consent of the Company.

                  3.2 Suspension of Offering. Upon any notice by the Company,
either before or after a Holder has delivered a Registration Notice, that a
negotiation or consummation of a transaction by the Company or any of its
subsidiaries is pending or an event has occurred, which negotiation,
consummation or event would require additional disclosure by the Company in the
Registration Statement of material information which the Company has a bona fide
business purpose for keeping confidential and the nondisclosure of which in the
Registration Statement might cause the Registration Statement to fail to comply
with applicable disclosure requirements (a "Materiality Notice"), Holder agrees
that it will immediately discontinue offers and sales of the Registrable
Securities under the Registration Statement until Holder receives copies of a
supplemented or amended Prospectus that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective
amendment has become effective; provided, that the Company may delay, suspend or
withdraw the Registration Statement for such reason for no more than sixty (60)
days after delivery of the Materiality Notice at any one time. If so directed by
the Company, Holder will deliver to the Company all copies of the Prospectus in
the possession of the Holder or Holder's

                                      -3-
<PAGE>
agents covering the Registrable Securities current at the time of receipt of any
Materiality Notice.

                  3.3 Qualification. The Company agrees to use its best efforts
to register or qualify the Registrable Securities by the time the applicable
Registration Statement is declared effective by the Commission under all
applicable state securities or "blue sky" laws of such jurisdictions as Holder
shall reasonably request in writing, to keep each such registration or
qualification effective during the period such Registration Statement is
required to be kept effective or during the period offers or sales are being
made by Holder after delivery of a Registration Notice to the Company, whichever
is shorter, and to do any and all other acts and things which may be reasonably
necessary or advisable to enable Holder to consummate the disposition in each
such jurisdiction of the Registrable Securities owned by Holder; provided,
however, that the Company shall not be required to (x) qualify generally to do
business in any jurisdiction or to register as a broker or dealer in such
jurisdiction where it would not otherwise be required to qualify but for this
Section 3.3, (y) subject itself to taxation in any such jurisdiction, or (z)
submit to the general service of process in any such jurisdiction.

                  3.4 Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Holder and each person, if any, who controls
any Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of or
                  based upon any untrue statement or alleged untrue statement of
                  a material fact contained in any Registration Statement (or
                  any amendment thereto) pursuant to which the Registrable
                  Securities were registered under the Securities Act, including
                  all documents incorporated therein by reference, or the
                  omission or alleged omission therefrom of a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or arising out of or based
                  upon any untrue statement or alleged untrue statement of a
                  material fact contained in any Prospectus (or any amendment or
                  supplement thereto), including all documents incorporated
                  therein by reference, or the omission or alleged omission
                  therefrom of a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation, or
                  investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission, if such settlement is
                  effected with the written consent of the Company; and

                                      -4-
<PAGE>
                           (iii) against any and all expense whatsoever, as
                  incurred (including reasonable fees and disbursements of
                  counsel), reasonably incurred in investigating, preparing or
                  defending against any litigation, or investigation or
                  proceeding by any governmental agency or body, commenced or
                  threatened, in each case whether or not a party, or any claim
                  whatsoever based upon any such untrue statement or omission,
                  or any such alleged untrue statement or omission, to the
                  extent that any such expense is not paid under subparagraph
                  (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 3.4 does
not apply to any Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto), or (B) such Holder's failure to
deliver an amended or supplemented Prospectus if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.

                  3.5 Indemnification by Holder. Each Holder (and each permitted
assignee of such Holder, on a several basis) agrees to indemnify and hold
harmless the Company, and each of its trustees/directors and officers (including
each trustee/director and officer of the Company who signed a Registration
Statement), and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, as
follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of or
                  based upon any untrue statement or alleged untrue statement of
                  a material fact contained in any Registration Statement (or
                  any amendment thereto) pursuant to which the Registrable
                  Securities were registered under the Securities Act, including
                  all documents incorporated therein by reference, or the
                  omission or alleged omission therefrom of a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or arising out of or based
                  upon any untrue statement or alleged untrue statement of a
                  material fact contained in any Prospectus (or any amendment or
                  supplement thereto), including all documents incorporated
                  therein by reference, or the omission or alleged omission
                  therefrom of a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation, or
                  investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any

                                      -5-
<PAGE>
                  such alleged untrue statement or omission, if such settlement
                  is effected with the written consent of Holder; and

                           (iii) against any and all expense whatsoever, as
                  incurred (including reasonable fees and disbursements of
                  counsel), reasonably incurred in investigating, preparing or
                  defending against any litigation, or investigation or
                  proceeding by any governmental agency or body, commenced or
                  threatened, in each case whether or not a party, or any claim
                  whatsoever based upon any such untrue statement or omission,
                  or any such alleged untrue statement or omission, to the
                  extent that any such expense is not paid under subparagraph
                  (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 3.5
shall only apply with respect to any loss, liability, claim, damage or expense
to the extent arising out of (A) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto), or (B) such Holder's failure to deliver an
amended or supplemental Prospectus if such loss, liability, claim, damage or
expense would not have arisen had such delivery occurred. Notwithstanding the
provisions of this Section 3.5, a Holder and any permitted assignee shall not be
required to indemnify the Company, its officers, trustees/directors or control
persons with respect to any amount in excess of the amount of the total proceeds
to such Holder or such permitted assignee, as the case may be, from sales of the
Registrable Securities of such Holder under the Registration Statement, and no
Holder shall be liable under Section 3.5 for any statements or omissions of any
other Holder.

                  3.6 Conduct of Indemnification Proceedings. An indemnified
party hereunder shall give reasonably prompt notice to the indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may
be sought hereunder, but failure to so notify the indemnifying party (i) shall
not relieve it from any liability which it may have under the indemnity
agreement provided in Section 3.4 or 3.5 above, unless and to the extent it did
not otherwise learn of such action and the lack of notice by the indemnified
party results in the forfeiture by the indemnifying party of substantial rights
and defenses, and (ii) shall not, in any event, relieve the indemnifying party
from any obligations to the indemnified party other than the indemnification
obligation provided under Section 3.4 or 3.5 above. If the indemnifying party so
elects within a reasonable time after receipt of such notice, the indemnifying
party may assume the defense of such action or proceeding at such indemnifying
party's own expense with counsel chosen by the indemnifying party and approved
by the indemnified party, which approval shall not be unreasonably withheld;
provided, however, that the indemnifying party will not settle any such action
or proceeding without the written consent of the indemnified party unless, as a
condition to such settlement, the indemnifying party secures the unconditional
release of the indemnified party; and provided further, that if the indemnified
party reasonably determines that a conflict of interest exists where it is

                                      -6-
<PAGE>
advisable for the indemnified party to be represented by separate counsel or
that, upon advice of counsel, there may be legal defenses available to it which
are different from or in addition to those available to the indemnifying party,
then the indemnifying party shall not be entitled to assume such defense and the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense. If the indemnifying party is not entitled to assume the defense
of such action or proceeding as a result of the second proviso to the preceding
sentence, the indemnifying party's counsel shall be entitled to conduct the
indemnifying party's defense and counsel for the indemnified party shall be
entitled to conduct the defense of the indemnified party, it being understood
that both such counsel will cooperate with each other to conduct the defense of
such action or proceeding as efficiently as possible. If the indemnifying party
is not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this paragraph, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party. In such event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying party. If an indemnifying party is entitled to assume, and
assumes, the defense of such action or proceeding in accordance with this
paragraph, the indemnifying party shall not be liable for any fees and expenses
of counsel for the indemnified party incurred thereafter in connection with such
action or proceeding.

                  3.7 Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 3.4 and 3.5 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and the Holder, (i) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Holder on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative fault of
but also the relative benefits to the Company on the one hand and the Holder on
the other, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified party shall be determined by reference to, among other things, the
total proceeds received by the indemnifying party and indemnified party in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, the indemnifying party or the
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.

                                      -7-
<PAGE>
                  The parties hereto agree that it would not be just or
equitable if contribution pursuant to this Section 3.7 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 3.7, a Holder shall
not be required to contribute any amount in excess of the amount of the total
proceeds to the Holder from sales of the Registrable Securities of such Holder
under the Registration Statement.

                  Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 3.7, each person, if any, who
controls a Holder within the meaning of Section 15 of the Securities Act shall
have the same rights to contribution as the Holder, and each trustee/director of
the Company, each officer of the Company who signed a Registration Statement and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act shall have the same rights to contribution as the Company.

SECTION 4.        EXPENSES

                  The Company shall pay all expenses incident to the performance
by it of its registration obligations under Sections 2 and 3, including (i) all
stock exchange, Commission and state securities registration, listing and filing
fees, (ii) all expenses incurred in connection with the preparation, printing
and distributing of any Issuer Registration Statement or Registration Statement
and Prospectus, and (iii) fees and disbursements of counsel for the Company and
of the independent public accountants of the Company. Each Holder shall be
responsible for the payment of any brokerage and sales commissions, fees and
disbursements of the Holder's counsel, accountants and other advisors, and any
transfer taxes relating to the sale or disposition of the Registrable Securities
by such Holder pursuant to Section 3 or otherwise.

SECTION 5.        RULE 144 COMPLIANCE

                  The Company covenants that it will use its best efforts to
timely file the reports and other information required to be filed by the
Company under the Securities Act and the Exchange Act so as to enable each
Holder to sell Registrable Securities pursuant to Rule 144 under the Securities
Act. In connection with any sale, transfer or other disposition by any Holder of
any Registrable Securities pursuant to Rule 144 under the Securities Act, the
Company shall cooperate with the Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any Securities Act legend, and enable certificates for such Registrable
Securities to be for such number of shares and registered in such names as
Holder may reasonably request at least ten (10) Business Days prior to any sale
of Registrable Securities hereunder.

                                      -8-
<PAGE>
SECTION 6.        MISCELLANEOUS

                  6.1 Integration; Amendment. This Agreement constitutes the
entire agreement among the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior oral or
written agreements, commitments and understandings among the parties with
respect to the matters set forth herein. Except as otherwise expressly provided
in this Agreement, no amendment, modification or discharge of this Agreement
shall be valid or binding unless set forth in writing and duly executed by the
Company and each Holder against whom such amendment, modification or discharge
is sought to be enforced.

                  6.2 Waivers. No waiver by a party hereto shall be effective
unless made in a written instrument duly executed by the party against whom such
waiver is sought to be enforced, and only to the extent set forth in such
instrument. Neither the waiver by any of the parties hereto of a breach or a
default under any of the provisions of this Agreement, nor the failure of any of
the parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.

                  6.3 Assignment; Successors and Assigns. This Agreement and the
rights granted hereunder may not be assigned by any Holder without the written
consent of the Company; provided, however, that a Holder may assign its rights
and obligations hereunder, following at least ten (10) days' prior written
notice to the Company, (i) to the direct equity owners (e.g., partners or
members) or beneficiaries in connection with a distribution of such Holder's
Units to its equity owners or beneficiaries and (ii) to a permitted transferee
in connection with a transfer of such Holder's Units in accordance with the
terms of the Partnership Agreement, if, in the case of (i) and (ii) above, such
persons agree in writing to be bound by all of the provisions hereof. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of all of the parties hereto.

                  6.4 Burden and Benefit. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, personal and legal representatives, successors and, subject to
Section 6.3 above, assigns.

                  6.5 Notices. All notices called for under this Agreement shall
be in writing and shall be deemed given upon receipt if delivered personally or
by facsimile transmission and followed promptly by mail, or mailed by registered
or certified mail (return receipt requested), postage prepaid, to the parties at
the addresses set forth opposite their names in Schedule A hereto, or to any
other address or addressee as any party entitled to receive notice under this
Agreement shall designate, from time to time, to others in the manner provided
in this Section 6.5 for the service of notices; provided, however, that notices
of a change of address shall be effective only upon receipt thereof. Any notice
delivered to the party hereto to whom it is addressed shall be deemed to have
been given and received on the day it was received; provided, however, that if
such day is not a Business Day then the notice shall be deemed to have

                                      -9-
<PAGE>
been given and received on the Business Day next following such day and if any
party rejects delivery of any notice attempted to be given hereunder, delivery
shall be deemed given on the date of such rejection. Any notice sent by
facsimile transmission shall be deemed to have been given and received on the
Business Day next following the transmission.

                  6.6 Specific Performance. The parties hereto acknowledge that
the obligations undertaken by them hereunder are unique and that there would be
no adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations, covenants and agreements of any
other party under this Agreement in accordance with the terms and conditions of
this Agreement and (ii) obtain preliminary injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.

                  6.7 Governing Law. This Agreement, the rights and obligations
of the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Maryland,
but not including the choice of law rules thereof.

                  6.8 Headings. Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.

                  6.9 Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.

                  6.10 Execution in Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.

                  6.11 Severability. If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be

                                      -10-
<PAGE>
held ineffective, as though not herein contained, and the remainder of this
Agreement shall remain operative and in full force and effect.

                                      -11-
<PAGE>
                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first hereinabove set
forth.

                           The Company:   VORNADO REALTY TRUST

                                          By:  /s/ Irwin Goldberg
                                               ---------------------------------
                                                Name: Irwin Goldberg
                                                Title: Chief Financial Officer

                           Holders:       THE MENDIK PARTNERSHIP L.P.

                                          By:  /s/ Bernard Mendik
                                               ---------------------------------
                                                Bernard Mendik
                                                General Partner

                                         ACI ASSOCIATES

                                         By:  ACI Ventures, Inc., its general
                                                partner

                                               By:  /s/ Howard Feison
                                                    ----------------------------
                                                     Name: Howard Feison
                                                     Title: Vice President

                                         ALLEN & COMPANY, INCORPORATED

                                         By:  /s/ Howard Feison
                                             -----------------------------------
                                               Name: Howard Feison
                                               Title: Vice President

                                      -12-
<PAGE>
                                         SAUL SKOLER
                                         MELVIN GORDON
                                         LEON ROOT, M.D.
                                         MELVILLE STRAUS
                                         EDWARD H. MANK
                                         IRWIN H. KRAMER AND TERRY
                                           ALLEN KRAMER (JOINT W/R/S/)
                                         TERRY ALLEN KRAMER TRUST
                                           DATED APRIL 5, 1965
                                         RITA F. HAUSER
                                         EDWARD E. ELSON
                                         STANLEY S. SHUMAN
                                         ALLAN R. TESSLER
                                         LANGENMYER CO.
                                         ISRAEL MYERS
                                         M-L THREE, LLC
                                         DAVID J. MAHONEY
                                         BARRIE DAMSON
                                         MONTE WETZLER
                                         DANIEL A. BURACK
                                         WILLIAM S. MCKEE
                                         WSNH PARTNERS
                                         LESLIE H. WEXNER
                                         C. ROBERT ALLEN III
                                         ROBERT A. MEISTER

                                         By:  /s/ Howard Feison
                                              -----------------
                                               Name: Howard Feison
                                               Title:  Attorney-in-fact

                                         NANCY J. BATKIN 1998
                                           TRUST u/a/d 5/11/98
                                         TRUST F/B/O SUSAN MENDIK
                                           U/W/O JEAN A BATKIN
                                         JAMES D. KUHN
                                         CHRISTOPHER G. BONK
                                         VUSA PROPERTIES, INC.
                                         SUZY A. REINGOLD

                                         By:  /s/ David Greenbaum
                                              -----------------
                                               Name: David Greenbaum
                                               Title:  Attorney-in-fact

                                      -13-
<PAGE>
                                                                      Schedule A


                                     Holders

THE MENDIK PARTNERSHIP L.P.
ACI ASSOCIATES
ALLEN & COMPANY, INCORPORATED
SAUL SKOLER
MELVIN GORDON
LEON ROOT, M.D.
MELVILLE STRAUS
EDWARD H. MANK
IRWIN H. KRAMER AND
  TERRY ALLEN KRAMER (JOINT W/R/S)
TERRY ALLEN KRAMER TRUST
  DATED APRIL 5, 1965
RITA F. HAUSER
EDWARD E. ELSON
STANLEY S. SHUMAN
ALLAN R. TESSLER
LANGENMYER CO.
ISRAEL MYERS
M-L THREE, LLC
DAVID J. MAHONEY
BARRIE DAMSON
MONTE WETZLER
DANIEL A. BURACK
WILLIAM S. MCKEE
WSNH PARTNERS
LESLIE H. WEXNER
C. ROBERT ALLEN III
ROBERT A. MEISTER
NANCY J. BATKIN 1998
  TRUST u/a/d 5/11/98
TRUST F/B/O SUSAN MENDIK
  U/W/O JEAN A. BATKIN
JAMES D. KUHN
CHRISTOPHER G. BONK
SUZY A. REINGOLD