Exhibit
10-54


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of July 27, 2006
(the “Agreement”), by and between VORNADO REALTY TRUST, a Maryland
unincorporated business trust and Vornado Realty LP, a Delaware Operating
Partnership (hereinafter referred to as “Employer”) and JOSEPH MACNOW,
an individual (hereinafter referred to as “Employee”).


WHEREAS, Employer and Employee are parties to an agreement as of
January 1, 2001, in connection with the terms and conditions of Employee’s
employment by Employer (as previously amended, the “January 2001 Agreement”);
and


WHEREAS,
Employer and Employee have decided to amend some of the terms and conditions of
the January 2001 Agreement and restate the agreement in its entirety.


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants herein contained, and other
good and valuable consideration, the parties hereto agree to amend and restate
the January 2001 Agreement as of the date hereof as follows:


1.                   Employment.


Employer hereby agrees to employ Employee, and Employee agrees to serve
as Executive Vice President-Finance and Administration and Chief Financial
Officer of Employer during the Period of employment, as defined in Section 2.


2.                   Period of
Employment.


The “Period of Employment” under this Agreement shall commence
as of January 1, 2006 and subject to the provisions of this Agreement, shall
continue through December 31, 2006; provided that the Period of Employment
shall automatically be extended commencing on December 31, 2006 for successive
additional one (1) year periods unless either party gives written notice not to
extend the Period of Employment not less than ninety (90) days prior to the
then next upcoming expiration date.


3.                   Duties
During the Period of Employment.


Employee shall devote his full business time, attention and best
efforts to the affairs of Employer and its subsidiaries during the Period of
Employment; provided, however, that 


 



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Employee
may engage in other activities, such as activities involving charitable,
educational, religious and similar types of organizations (all of which are
deemed to benefit Employer), speaking engagements, membership on the board of
directors of non-profit organizations, and similar type activities to the
extent that such other activities do not materially impair the performance of
his duties under this Agreement, or inhibit or conflict in any material way
with the business of Employer and its subsidiaries, and to the extent Employer
does not object to such other activities.


4.                   Cash
Compensation.


Employer shall pay to Employee a salary (“Base Compensation”) at
an annual rate of $1,000,000.00, to be paid in equal biweekly
installments.  Employee’s Base
Compensation shall not be reduced during the term of this Agreement.


5.                   Stock Options
and Other Equity.


(a)  For the purposes hereof, the
term “Equity Awards” means grants, made at the discretion of the
Compensation Committee of the Board of Trustees, of share options, restricted
shares, restricted units or other forms of equity of the Employer or its
affiliates (including the Outperformance Plan Units that were awarded to
Employee on April 25, 2006 or similar units that may be granted thereafter (“OPP
Units”)) made to employees of the Employer in connection with their service
to the Employer.  Except as expressly
designated otherwise at the time of grant, Equity Awards are intended to be
granted pursuant to the terms of the Employer’s 2002 Omnibus Share Plan, as
amended, or the applicable replacement plan. 
During each calendar year in the Period of Employment that the Employer
shall grant Equity Awards to platform heads of the Company, the Employer shall
grant to Employee (unless otherwise agreed to by Employee) Equity Awards at a
level commensurate with his position. 
Such Equity Awards will be granted at the discretion of the Compensation
Committee of the Board of Trustees of the Employer.  Employer shall take all necessary actions to
ensure that grants of options qualify, to the extent permitted, as “incentive
stock options” within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), and successor provisions.


(b)  Notwithstanding the
foregoing or anything else to the contrary in this Agreement or in any
applicable agreement pertaining to Equity Awards now or hereafter existing, all
Equity 



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Awards
granted to the Employee will become vested and fully exercisable if the
Employee is terminated by the Company pursuant to any of the terms and
conditions of this Agreement, (including as a result of disability as provided
in Section 7 (c)) or upon termination by Employee with Good Reason or death or
retirement of the Employee following the Employee reaching the age of 65,
provided if the Employee is terminated for Cause pursuant to Section 7(b), all
Equity Awards remaining to vest shall be cancelled.  The provisions of this paragraph do not apply
to a termination by the Employee (except for Good Reason) or to the effect of
any termination upon any grant of OPP Units. 
In each case described in the immediately preceding sentence, the terms
and provisions of the applicable agreement governing the applicable grant of
Equity Awards shall govern.


6.                   Other
Employee Benefits.


(a)                 Vacation
and Sick Leave.


Employee shall be entitled to paid annual vacation periods and to sick
leave in accordance with Employer’s policy.


(b)                 Automobile.


Employer shall provide Employee with the use of an automobile of the
same quality as that provided to other corporate officers of equal or similar
position and pay all expenses incurred by Employee in connection with the use
of the automobile.


(c)                 Regular
Reimbursed Business Expenses.


Employer shall reimburse Employee for all expenses and disbursements
reasonably incurred by Employee in the performance of his duties during the
Period of Employment, and such other facilities or services as Employer and
Employee may, from time to time, agree are reimbursable.


(d)                 Employee
Benefit Plans or Arrangements.


In addition to the cash compensation provided for in Section 4 hereof
and the stock options and other awards provided in Section 5 hereof, Employee,
subject to meeting eligibility provisions and to the provisions of this
Agreement, shall be entitled to participate in all employee benefits plans of
Employer, as presently in effect or as they may be modified or added to by
Employer from time to time, including, without limitation, plans providing
retirement benefits, 



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medical
insurance, life insurance, disability insurance, and accidental death or
dismemberment insurance.  Without
limiting the foregoing, Employee shall be entitled to tax preparation and
financial planning assistance of $15,000 per calendar year and upon approval by
an insurance carrier, a $3 million five-year renewal term life insurance policy
or at Employee’s election other life insurance with a comparable cost to
Employer.


7.                   Termination
and Termination Benefits.


The termination of Employee’s employment during the Period of
Employment by Employee or Employer shall not be treated as a breach of this
agreement.


(a)                 Termination
by the Employer Without Cause.


The Employer may terminate the Period of Employment and Employee’s
employment hereunder without “Cause” upon written notice to Employee.  For purposes of this Section 7(a), a
termination of the Period of Employment by the Employer without Cause shall
include any termination or nonextension by the Employer (other than a
termination for Cause as defined in Section 7(b) below).


(b)                 Termination
by the Employer for Cause.


Subject to the following paragraph, the Employer may terminate the
Period of Employment and Employee’s employment hereunder for “Cause” upon
written notice to Employee. For purposes of this Section 7(b), a termination
for Cause shall only mean a termination as a result of (i) Employee’s willful
misconduct with regard to Employer or to any entity in control of, controlled
by or under common control with the Employer (an “Affiliate”),
including, but not limited to, any preferred stock subsidiary of the Employer
that is materially economically injurious to Employer, (ii) Employee’s
conviction of, or plea of guilty or nolo  contendere to, a felony
(other than a traffic violation) or (iii) Employee’s willful and continued
failure to use reasonable business efforts to attempt to substantially perform
his duties hereunder (other than such failure resulting from Employee’s
incapacity due to a physical or mental illness or subsequent to the issuance of
a notice of termination by Employee for Good Reason) after demand for
substantial performance is delivered by Employer in writing that specifically
identifies the manner in which Employer believes Employee has not used
reasonable business efforts to attempt to substantially perform his duties.



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For purposes of this Section 7(b), in addition to the other legal
requirements to be “willful”, no act, or failure to act, by Employee shall be
considered “willful” unless committed in bad faith and without a reasonable
belief that the act or omission was in the best interests of Employer.  In addition, no action or inaction shall give
rise to a right of Employer to terminate this Agreement and Employee’s
employment hereunder for Cause pursuant to the preceding paragraph unless and
until Employer has delivered to Employee a copy of a resolution duly adopted by
a majority of the Board of Trustees (“Board”) at a meeting of the Board
called and held for such purpose after reasonable (but in no event less than
thirty (30) days notice to Employee and an opportunity for Employee, together
with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Employee was guilty of any conduct set forth in the
preceding paragraph and specifying the particulars thereof in detail.  This Section 7(b) shall not prevent Employee
from challenging in any court of competent jurisdiction the Board’s
determination that Cause exists or that Employee has failed to cure any act (or
failure to act) that purportedly formed the basis for the Board’s
determination.


(c)                 Termination
by Employer Due to Disability.


If, due to illness, physical or mental disability, or other incapacity,
Employee is substantially unable, for one hundred and eighty (180) consecutive
days, to perform his duties hereunder, Employer may terminate the Period of
Employment and his Employment hereunder upon at least thirty (30) days’ prior
written notice to Employee given after one hundred eighty (180) days, and
provided Employee does not return to the substantial performance of his duties
on a full-time basis within such thirty (30) day period.


(d)                 Termination
by Employee With Good Reason.


Subject to the following paragraph, Employee may terminate the Period
of Employment and his employment hereunder for “Good Reason” upon written
notice to Employer.  For purposes of this
Section 7(d), a termination for Good Reason shall mean a termination as a
result of (unless otherwise consented to in writing by Employee) (i) the
failure to appoint Employee to the positions set forth in Section 1, the
alteration of the duties, responsibilities and authority of Employee as set
forth in Section 1 in a manner that is materially and adversely inconsistent
with 



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such
duties, and responsibilities or authority or a change to Employee’s position or
title; (ii) a failure by Employer to pay when due any compensation to Employee
or to substantially provide any benefit to Employee; (iii) the relocation of
Employer’s principal executive offices to a location other than the New York
Metropolitan area or relocation of Employee’s own office location from that of
the principal offices; (iv) any purported termination of Employee’s employment
for Cause which is not effected pursuant to the procedures of Section 7(b) (and
for purposes of this Agreement, no such purported termination shall be
effective); (v) Employer’s material breach of any material term contained in
this Agreement; (vi) a Change in Control (as defined below), or (vii) any
requirement that Employee report to anyone other than the Board, the President
of Employer or the Chief Executive Officer of Employer.  Employee’s right to terminate his employment
hereunder for Good Reason shall not be affected by his incapacity due to
physical or mental illness.


For purposes of this Section 7(d), no action or inaction shall give
rise to the right of Employee to terminate the Period of Employment and Employee’s
employment hereunder for Good Reason unless a written notice is given by
Employee to the Employer within one hundred twenty (120) days after Employee
has actual knowledge of the occurrence of the event giving rise to Employee’s
right to terminate pursuant to this Section 7(d), and such event has not been
cured within thirty (30) days after such notice.  Employee’s continued employment during the
one hundred and twenty (120) day period referred to above in this Section 7(d),
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder.


For purposes of this Section 7(d), “Change in Control” shall
mean the occurrence of any one of the following:


(i)           individuals who, as
of January 1, 2006, constitute the Board (the “Incumbent Trustees”) cease for
any reason to constitute at least a majority of the Board, provided that any
person becoming a trustee subsequent to January 1, 2006 whose election or
nomination for election was approved by a vote of at least two-thirds of the
Incumbent Trustees then on the Board (either by a specific vote or by approval
of the proxy statement of Employer in which such person is named as a nominee
for trustee, without objection to such nomination) shall be an Incumbent 



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Trustee,
provided, however, that no individual initially elected or nominated as a
trustee of Employer as a result of an actual or threatened election contest
with respect to trustees or as a result of any other actual or threatened
solicitation of proxies by or on behalf of any person other than the Board
shall be an Incumbent Trustee.


(ii) any “person” (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after January 1,
2006, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Employer representing 30% or more of
the combined voting power of Employer’s then outstanding securities eligible to
vote for the election of the Board (the “Employer’s Voting Securities”),
provided, however, that an event described in this paragraph (ii) shall not be
deemed to be Change in Control if any of the following becomes such a
beneficial owner:  (A) Employer or any
majority-owned subsidiary (provided, that this exclusion applies solely to the
ownership levels of Employer or the majority-owned subsidiary), (B) any
tax-qualified, broad-based employee benefit plan sponsored or maintained by
Employer or any majority-owned subsidiary, (C) any underwriter temporarily
holding securities pursuant to an offering of such securities, (D) any person
pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E)
Employee or any group of persons including Employee (or any entity controlled
by Employee or any group of persons including Employee) or (F) (i) any of the
partners (as of January 1, 2006) in Interstate Properties (“Interstate”)
including immediate family members and family trusts or family-only
partnerships and any charitable foundations of such partners (the “Interstate
Partners”), (ii) any entities the majority of the voting interests of which
are beneficially owned by the Interstate Partners, or  (iii) any “group” (as described in Rule
13d-5(b) (i) under the Exchange Act) including the Interstate Partners,
provided, that the Interstate Partners beneficially own a majority of Employer’s
Voting Securities beneficially owned by such group (the persons in (i), (ii) and
(iii) shall be individually and collectively referred to herein as, “Interstate
Holders”);


(iii) the consummation of a merger, consolidation, share exchange or
similar form of transaction involving Employer or any of its Subsidiaries, or
the sale or other disposition of 



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all
or substantially all of Employer’s assets (a “Business Transaction”),
unless immediately following such Business Transaction (y) more than fifty
percent (50%) of the total voting power of the entity resulting from such
Business Transaction or the entity acquiring Employer’s assets of the Operating
Partnership in such Business Transaction (the “Surviving Corporation”)
is beneficially owned, directly or indirectly, by the Interstate Holders or
Employer’s shareholders immediately prior to any such Business Transaction, and
(z) no person (other than the persons set forth in clauses (A), (B), (C), or
(F) of paragraph (ii) above or any tax-qualified, broad-based employee benefit
plan of the Surviving Corporation or its Affiliates) beneficially owns,
directly or indirectly, 30% or more of the total voting power of the Surviving
Corporation (a “Non-Qualifying Transaction”); or


(iv) Board approval of a liquidation or dissolution of Employer, unless
the voting common equity interests of an ongoing entity (other than a
liquidating trust) are beneficially owned, directly or indirectly, by Employer’s
shareholders in substantially the same proportions as such shareholders owned
Employer’s outstanding voting common equity interests immediately prior to such
liquidation and such ongoing entity assumes all existing obligations of
Employer under this Agreement and any equity grant.


(e)                 Termination
by Employee Other Than Pursuant to Section 7(d).  Employee may terminate this Agreement and
Employee’s employment hereunder at any time, for any reason upon ninety
(90)-days’ prior written notice to Employer.


(f)                  Death
Benefit.  Notwithstanding any other
provision of this Agreement, the Period of Employment shall terminate on the date
of Employee’s death.  In such event, (i)
Employee’s estate shall be paid the amount specified in Section 7(g)(i) below
and one (1) times Employee’s annual rate of Base Salary and (ii) Employer shall
provide Employee’s spouse and dependents with welfare benefits as provided in Section
7(g)(ii) for one (1) year from the date of death.



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(g)                 Termination Compensation.  Upon the termination of the Period of
Employment and Employee’s employment hereunder (including any nonextension of
the Period of Employment), Employer shall provide Employee with the payments
and benefits set forth below.  Employee
acknowledges and agrees that the payments and benefits set forth in this
Section and elsewhere herein and in other written grants and agreements constitute
liquidated damages for termination of his employment hereunder (including any
nonextension of the Period of Employment).


(i)  Upon a termination of the
Period of Employment and Employee’s employment hereunder, Employee shall be
entitled to promptly receive (A) his Base Compensation through the effective
date of termination, (B) if such termination is other than pursuant to Section
7(b) hereof, any annual earned bonus for any completed fiscal year, (C) if such
termination is pursuant to Sections 7(a), 7(c) or 7(d) hereof, a pro rata share
of Employee’s annual target bonus for the fiscal year of termination, (D) the
benefits, fringes and perquisites, including without limitation accrued
vacation (provided that if the termination is pursuant to Section 7(b) or 7(e)
hereof, only such payment of accrued vacation as is required by law or Employer’s
vacation policy), provided pursuant to Section 6 hereof up to the effective
date of such termination and (E) any other amount due to Employee under any
other program or plan of Employer.


(ii) In the event of a termination of the Period of Employment and
Employee’s employment pursuant to Section 7(a) (such reference shall include,
without limitation, a nonextension by Employer of this Agreement) or 7(d)
hereof, Employee shall also be entitled to (A) receive an amount (the “Severance
Amount”) equal to the sum of (x) three times Employee’s annualized Base
Compensation (as in effect on the date of such termination or, if greater,
immediately prior to the Good Reason event, if any, based on which the
termination of employment occurs) and (y) three times Employee’s Bonus
Severance Amount (as defined herein). 
The “Bonus Severance Amount” shall mean an amount equal to the
average of all annual bonuses earned by the Employee from Employer in the two
(2) fiscal years ending immediately prior to Employee’s termination; provided,
however, that if Employee’s termination occurs during fiscal 2006, the “Bonus
Severance Amount” shall be the higher of Employee’s annual bonus amount for the
2006 



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fiscal
year or Employee’s annual target bonus for 2006 (the Severance Amount shall be
payable in a lump sum within thirty (30) days of such termination) and (B)
Employee shall become fully vested in any stock options granted to Employee by
the Board.  In the event of a termination
pursuant to Section 7(a), 7(c) or 7(d) hereof, Employee (his spouse and his
dependents, if applicable) shall also be entitled to continue to participate in
the medical, dental, hospitalization and life insurance programs existing on
the date of termination (or any replacement plans for any such plans) with
regard to senior executive officers of a similar level (or their cash
equivalents, and, if Employer provides a cash payment in lieu of such benefits,
it shall be calculated on a grossed-up tax basis as if Employee had remained an
employee) for three (3) years from the date of termination; provided, that
Employee shall be obligated to make all employee contributions required to
receive such benefits under Employer’s programs and that such continued
benefits shall terminate on the date or dates Employee receives equivalent
coverage and benefits, without waiting period or pre-existing conditions
limitations, under the plans and programs of a subsequent employer (such
coverage and benefits to be determined on a coverage-by-coverage or
benefit-by-benefit, basis).  Employee
shall not be entitled to any compensation or benefits pursuant to this Section
7(g)(ii) if his employment hereunder is terminated pursuant to Section 7(b) or
as a result of Employee’s voluntary termination pursuant to Section 7(e).  Notwithstanding anything herein to the
contrary no Severance Amount payable to Employee under this section shall
exceed the aggregate sum of $3,300,000.


(h)                 No
Mitigation.  All amounts due
hereunder shall be paid without any obligation to mitigate and such amounts
shall not be reduced by or offset by any other amounts earned by Employee or
any claims of Employer.


8.                   Non-Competition
and Non-Disclosure.


In consideration of the benefits to be provided to Employee hereunder,
Employee covenants that he will not, without the consent in writing of
Employer, (a) during the Period of Employment and the twelve (12) month period
following his termination of employment for any reason other than pursuant to
Section 7(c) hereof, Employee will not engage in any business otherwise
competitive with that of Employer or any of its subsidiaries in the States of
New Jersey, New York, Pennsylvania, Maryland, Massachusetts and Connecticut;
and (b) upon termination of 



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the
Period of Employment for any reason whatsoever, Employee will not for a period
of two years thereafter, (i) solicit or aid in soliciting any employees of
Employer or its subsidiaries to leave their employment, or (ii) copy, remove
from Employer or its subsidiaries, disclose or make any use of, any client
list, confidential business information with respect to clients, material
relating to the practices or procedures of Employer or its subsidiaries, or any
other proprietary information.  Employee
acknowledges that the restrictions, prohibitions and other provisions of this
Section 8 are reasonable, fair and equitable in scope, terms and duration, are
necessary to protect the legitimate business interests of the Employer and are
a material inducement to the Employer to enter into this Agreement.  It is the intention of the parties hereto
that the restrictions contained in this paragraph be enforceable to the fullest
extent permitted by applicable law.  Therefore,
to the extent any court of competent jurisdiction shall determine that any
portion of the foregoing restrictions is excessive, such provision shall not be
entirely void, but rather shall be limited or revised only to the extent
necessary to make it enforceable.  Should
Employee engage in or perform, directly or indirectly, any of the acts
prohibited by Section 8 hereof, it is agreed that the Employer shall be
entitled to full injunctive relief, to be issued by any competent court of
equity, enjoining and restraining Employee and each and every other person,
firm, organization, association, or corporation concerned therein, from the
continuance of such violative acts.  The
foregoing remedy available to Employer shall not be deemed to limit or prevent
the exercise by the Employer of any or all further rights and remedies, which
may be available to the Employer hereunder or at law or in equity.


9.                   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 assigns. 
In the event of the death of Employee at or after his termination, any
amounts due hereunder shall be paid to his estate unless he has designated a
beneficiary.


10.                 Legal Fees
and Expenses.


If any contest or dispute shall arise between Employer and Employee
regarding any provision of this Agreement or any equity grant or other
agreement or compensation arrangement specifically set forth or provided for
herein, Employer shall reimburse Employee for all legal fees 



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and
expenses reasonably incurred by Employee in connection with such contest or
dispute, but only if Employee is successful in respect of substantially all of
the Employee’s claims brought and pursued in connection with such contest or
dispute.  Such reimbursement shall be
made as soon as practicable following the resolution of such contest or dispute
(whether or not appealed) to the extent Employer receives reasonable written
evidence of such fees and expenses.


11.                 Governing
Law.


This Agreement is governed by and is to be construed and enforced in
accordance with the laws of the State of New Jersey.  If under such law any portion of this
Agreement is at any time deemed to be in conflict with any applicable statute,
rule, regulation or ordinance, such portion shall be deemed to be modified or
altered to conform thereto or, if that is not possible, to be omitted from this
Agreement; and the invalidity of any such portion shall not affect the force,
effect and validity of the remaining portion hereof.


12.                 Notices.


All notices under this Agreement shall be in writing and shall be
deemed effective when delivered in person (in the Employer’s case to its
Secretary) or twenty-four (24) hours after deposit thereof in the U.S. mails,
postage prepaid, for delivery as registered or certified mail — addressed, in
the case of Employee, to him at his residential address, and in the case of
Employer, to its corporate headquarters, attention of the Secretary, or to such
other address as  Employee or Employer
may designate in writing at any time or from time to time to the other
party.  In lieu of notice by deposit in
the U.S. mail, a party may give notice by telegram or telex.


13.                 Amendment.


No provisions of this Agreement may be amended, modified, or waived
unless such amendment or modification is agreed to in writing signed by
Employee and by a duly authorized officer of the Employer, and such waiver is
set forth in writing and signed by the party to be charged.  No waiver by either party hereto at any time
of any breach by the other party hereto of any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.



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14.                               Section 409A Provisions


It is the parties’
intention that the rights and benefits to which the Employee could become
entitled in connection with the termination of employment covered under this
Agreement comply with Section 409A of the Code. 
Accordingly, such rights and benefits to which the Employee could become
entitled are not intended to provide for the “deferral of compensation” within
the meaning of Section 409A(d)(1) of the Code, and they shall be
interpreted and construed in accordance with such intent.


15.                 Survival.


The respective obligations of, and benefits afforded to, Employee and
Employer as provided in Section 8 of this Agreement shall survive the
termination of this Agreement.


16.                 No Conflict
of Interest.


During the Period of Employment, Employee shall not directly, or
indirectly render service, or undertake any employment or consulting agreement
with another entity without the express written consent of the Board of
Trustees of the Employer.


17.                 Counterparts.


This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one of the
same instrument.


18.                 Section Headings.


The section headings in this Agreement are for
convenience of reference only, and they form no part of this Agreement and
shall not affect its interpretation.


19.                 Miscellaneous.


This
Agreement constitutes the entire understanding between Employer and Employee
relating to employment of Employee by Employer and supersedes and cancels all
prior written and oral agreements and understandings with respect to the
subject matter of this Agreement.  Any
prior agreement of the parties hereto in respect of the subject matter
contained herein is hereby terminated and canceled.



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year
and day first above written.


	
   

  	
  EMPLOYER:

  
	
   

  	
  VORNADO REALTY
  TRUST and

  
	
   

  	
  VORNADO REALTY
  LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Fascitelli

  
	
   

  	
   

  	
  Michael D.
  Fascitelli

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph
  Macnow

  
	
   

  	
   

  	
  Joseph Macnow

  



 



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