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                                                                EXHIBIT 10.20.1


         FORM OF RESTRICTED STOCK UNIT GRANT AWARD UNDER THE 2004 GETTY
                REALTY CORP. OMNIBUS INCENTIVE COMPENSATION PLAN




                         RESTRICTED STOCK UNIT AGREEMENT


          THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated as of
____________ (the "Grant Date"), between Getty Realty Corp. (the "Company"), and
___________________ ("Holder").

                                    RECITALS

          A. The Company has adopted the Getty Realty Corp. 2004 Omnibus
Incentive Compensation Plan (the "Plan") (the terms of which are hereby
incorporated by reference and made part of this Agreement).

          B. The Committee appointed to administer the Plan has determined that
it would be to the advantage and best interest of the Company and its
shareholders to award Restricted Stock Units to Holder as an inducement for
Holder to remain in the service of the Company and as an incentive for increased
efforts during such service, and has advised the Company thereof and instructed
the undersigned officer(s) to award such Restricted Stock Units to Holder,
subject to the restrictions and conditions contained in this Agreement.

                                   AGREEMENTS

          In consideration of services to be rendered to the Company and the
other mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

     1. Definitions. As used in this Agreement, the following terms shall have
the following definitions ascribed to them:

          (a) "Cause" shall mean a determination by the Committee that the
Holder's employment was terminated due to: (i) the Holder's conviction of any
crime (whether or not involving the Company) constituting a felony in the
applicable jurisdiction; (ii) conduct of the Holder related to the Holder's
employment for which either criminal or civil penalties may be sought against
the Holder and/or the Company; (iii) material violation of the Company's
Business Conduct Guidelines, including, but not limited to those relating to
sexual harassment, the disclosure or misuse of confidential information, or
those set forth in other Company manuals or statements of policy; or (iv)
serious neglect or misconduct in the performance of the Holder's duties for the
Company or willful or repeated failure or refusal to perform such duties.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Committee" shall mean the Compensation Committee of the Company's
Board of Directors, or another committee or subcommittee of the Board.

          (d) "Disability" shall mean a disability described in Section
442(c)(6) of the Code. The existence of a Disability shall be determined by the
Committee in its sole and absolute discretion.



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          (e) "Fair Market Value" of a share of Common Stock as of a given date
shall be (i) the closing price of a share of Common Stock on the principal
exchange on which shares of Common Stock are then trading, if any (or as
reported on any composite index which includes such principal exchange), on the
trading day previous to such date, or if shares were not traded on the trading
day previous to such date, then on the next preceding date on which a trade
occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on
Nasdaq or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by Nasdaq or such successor quotation system,
or (iii) if Common Stock is not publicly traded on an exchange and not quoted on
Nasdaq or a successor quotation system, the Fair Market Value of a share of
Common Stock as established by the Administrator acting in good faith."

          (f) "Termination of Employment" shall mean the time when the
employee-employer relationship between the Holder and the Company or any
Subsidiary is terminated for any reason, with or without Cause, including, but
not by way of limitation, a termination by resignation, discharge, death,
Disability or Retirement; but excluding (a) terminations where there is a
simultaneous reemployment or continuing employment of the Holder by the Company
or any Subsidiary, (b) at the discretion of the Committee, terminations which
result in a temporary severance of the employee-employer relationship, and (c)
at the discretion of the Committee, terminations which are followed by the
simultaneous establishment of a consulting relationship by the Company or a
Subsidiary with the Holder.

     2. Grant of Restricted Stock Units. Subject to the terms and conditions of
the Plan and this Agreement, the Company hereby grants ________ Restricted Stock
Units ("Units") to Holder, to be credited to a separate account maintained for
Holder on the books of the Company (the "Account"). On any date, the value of
each Unit shall equal the Fair Market Value of one share of the common stock of
the Company, par value $0.01 per share ("Common Stock").

     3. Vesting. (a) Subject to the accelerated vesting provisions set forth in
Section 2(b) below, the Units shall vest, on a cumulative basis, with respect to
20% of the Units on the first anniversary of the Grant Date, and as to an
additional 20% on each succeeding anniversary of the Grant Date (each such date,
a "Vesting Date"), so as to be 100% vested on the fifth anniversary thereof,
provided that Holder is employed by the Company or a Subsidiary on each such
date.

          (b) Notwithstanding the foregoing:

               1.   the Units shall vest as to 100% of the then unvested Units
                    in the Holder's Account upon the Holder's Termination of
                    Employment by the Company without Cause;

               2.   the Units shall vest as to 100% of the then unvested Units
                    in the Holder's Account upon the Holder's death; and

               3.   if the Holder incurs a Termination of Employment for any
                    reason other than by the Company without Cause, all Units
                    which have not vested at the time of such termination shall
                    be automatically forfeited.


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     4. Settlement. Each vested Unit credited to the Holder's Account will be
settled by the Company (and, upon such settlement, cease to be credited to the
Holder's Account) by either (a) the issuance to the Holder of one share of
Common Stock or (b) a payment to the Holder of an amount equal to the Fair
Market Value of a share of Common Stock on the Settlement Date (hereinafter
defined), such election to be made by the Committee in its sole and absolute
discretion. Settlement of vested Units shall occur on the date (the "Settlement
Date") that is the later to occur of (i) the first anniversary of the Grant
Date, or (ii) within 30 days after the Holder's Termination of Employment,
unless the Holder is a "specified employee" within the meaning of Section 409A
of the code at the time of his/her Termination of Employment, in which case
settlement shall occur on the first day following the six month anniversary of
the Holder's Termination of Employment. Notwithstanding the foregoing, the
Committee may settle vested Units on a date that is earlier than the Settlement
Date described above if in its sole and absolute discretion the Committee
determines that the Holder has incurred an "unforeseeable emergency" within the
meaning of Section 409A(a)(2)(b)(ii) of the Code, in which case, such date shall
be a "Settlement Date" under this Agreement.

     5. Dividend Equivalent. If on any date the Company pays any dividend on the
Common Stock (the "Payment Date"), then Holder shall receive, within 14 days
after the Payment Date, a cash payment equal to the product of (i) the number of
Units in the Holder's Account that have vested as of the Payment Date,
multiplied by (ii) the per share cash amount of such dividend (or, in the case
of a dividend payable in Common Stock or in property other than cash, the per
share equivalent cash value of such dividend, as determined in good faith by the
Committee). For purposes of this paragraph only, the Units shall be treated as
being 100% vested as of the date hereof.

     6. Restrictions. The Units granted hereunder may not be sold, pledged or
otherwise transferred (other than by will or the laws of descent and
distribution) and may not be subject to lien, garnishment, attachment or other
legal process. The Holder acknowledges and agrees that, with respect to each
Unit credited to his Account, Holder has no voting rights with respect to the
Company unless and until such Unit is settled in Common Stock.

     7. Taxation. On each Vesting Date, Holder will be obligated to pay all
Social Security, Withholding and other (income based) taxes, that are due and
payable by reason of the vesting of Units on such date. If Holder shall fail to
deliver to the Company the entire amount of such Security, Withholding and other
(income based) taxes, prior to the payment of Holder's next regular salary
payment, then the Company shall have the right to withhold from such salary
payment the unpaid amount of such Security, Withholding and other (income based)
taxes. Additionally, upon the settlement of vested Units in cash on the
Settlement Date, the Company shall have the right to withhold from such cash
settlement an amount sufficient to satisfy all applicable Security, Withholding
and other (income based) taxes. Upon the settlement of vested Units in Common
Stock, the Holder shall be required as a condition of such settlement to pay to
the Company by check the amount of any Security, Withholding and other (income
based) taxes that the Company determines is required to be paid; provided,
however, that, with the prior written consent of the Committee, the Holder may
elect to satisfy such payment obligation by having the Company withhold from the
settlement that number of shares of Common Stock having a Fair Market Value
equal to the amount of such payment; and provided further, however, that the
number of shares that may be so withheld by the Company shall be limited to



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that number of shares of Common Stock having an aggregate Fair Market Value on
the date of such withholding equal to the aggregate amount of the Holder's
payment obligation on that date (i.e. Holder's federal and state income and
payroll tax liabilities based upon the applicable minimum statutory withholding
rates for federal and state income and payroll tax purposes).

     8. No Effect on Employment. Neither this Agreement nor the Units granted
hereunder shall confer upon Holder any right to, or impose upon Holder any
obligation of, continued employment with the Company and shall not in any way
modify or restrict any right the Company may otherwise have to terminate such
employment.

     9. Notices. Any notice hereunder to any party shall be effective upon
receipt (or refusal of receipt) and shall be in writing and delivered personally
or sent by telecopy, or certified or registered mail, postage prepaid, as
follows:

     (a) If to the Company:

                   Getty Realty Corp.
                   125 Jericho Turnpike, Ste. 103
                   Jericho, NY  11753
                   Attn: Chairman, Compensation Committee

     (b) If to the Holder, to the address set forth on the signature page
hereof,

or at any other address as any party shall have specified by notice in writing
to the other party.

     10. Miscellaneous.

          (a) All amounts credited to the Holder's Account under this Agreement
shall continue for all purposes to be a part of the general assets of the
Company. The Holder's interest in the Account shall make him only a general,
unsecured creditor of the Company.

          (b) This Agreement, together with the Plan, constitutes the entire
agreement of the parties with respect to the subject matter hereof and may not
be modified or amended except by a written agreement signed by the Company and
Holder. In the event that any provision of this Agreement shall conflict with
any provision of the Plan, the provision of this Agreement shall control, except
to the extent that the same would violate applicable law.

          (c) Capitalized terms not defined herein shall have the meaning
ascribed to such terms in the Plan.

          (d) The Units shall be subject to adjustment in accordance with
Section 8.3 of the Plan.

          (e) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.


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          (f) Except as otherwise expressly provided herein, this Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns and the Holder and his heirs and personal representatives.

          (g) If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.

          (h) The section headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
sections. Except as may otherwise be expressly provided, all references herein
to "Section" or "Sections" shall mean the applicable section or sections of this
Agreement.

          (i) Words in the singular shall be read and construed as though in the
plural and words in the plural shall be read and construed as though in the
singular in all cases where they would so apply.

          (j) This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed one original.

          (k) This Agreement shall be deemed to be a contract under the laws of
the State of New York and for all purposes shall be construed and enforced in
accordance with the internal laws of said state without regard to the principles
of conflicts of law.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.

                                            GETTY REALTY CORP.

                                            By:
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                                                Leo Liebowitz, Chairman and CEO

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[Holder]

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Residence Address:

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Social Security Number:



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