METROPOLIS REALTY TRUST, INC.
                              AMENDED AND RESTATED
                           1996 DIRECTORS' STOCK PLAN








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                          METROPOLIS REALTY TRUST, INC.
                              AMENDED AND RESTATED
                           1996 DIRECTORS' STOCK PLAN


1. Purposes.  The purposes of the Metropolis Realty Trust, Inc. Directors' Stock
Plan (the  "Plan") are (i) to provide  incentives  to  Directors  of  Metropolis
Realty Trust, Inc. (the "Company") whose substantial contributions are essential
to the growth and success of the  Company's  business,  (ii) to  strengthen  the
ability of the Company to attract and retain competent and dedicated individuals
to serve as Directors of the  Company,  and (iii) to align the  interests of the
Directors with the interests of the  stockholders of the Company.  To accomplish
such  purposes,  the Plan provides for annual stock awards and provides that the
Company may grant stock options to Directors.  The stock options  granted by the
Company  pursuant to the terms and  conditions  of the Plan shall be referred to
herein as the "Stock Options."

2.  Administration.  Except as  expressly  set forth  herein,  the Plan shall be
administered by either the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of the Company or the Board itself.  The Board or the
Committee,  as applicable,  depending on which entity is then  administering the
Plan, shall  hereinafter be referred to as the  "Administrator."  Subject to the
provisions hereof, the Administrator  shall have the full power and authority to
administer  and interpret  the Plan and adopt or amend such rules,  regulations,
agreements and instruments for  implementing the Plan as it may deem appropriate
for  the  proper   administration   of  the  Plan.   Any  such   interpretation,
determination  or other  action of the  Administrator  shall be  conclusive  and
binding on participants, beneficiaries and any other interested parties.

3. Stock Subject to the Plan.  The total number of shares of the common stock of
the Company, par value $10 per share (the "Shares"), for which Stock Options may
be granted and awards of Shares may be made under the Plan shall not exceed,  in
the aggregate,  100,000 Shares,  subject,  however,  to adjustment in accordance
with the  provisions of Section 13 hereof.  Any Shares which were the subject of
unexercised  portions of any  terminated  or expired  Stock Options may again be
subject to Stock Options under the Plan.

4.  Award of Shares.  On or about  September  30,  1997 each  Participant  shall
receive  400  Shares.  Beginning  with  the  Annual  Meeting  of  the  Company's
shareholders  in 1998 and on each Annual Meeting  thereafter,  so long as Shares
remain  available for issuance under the Plan,  each Director (a  "Participant")
shall receive 400 shares, subject, however, to adjustment in accordance with the
provisions  of  Section  13  hereof.  The  Shares  shall  be  fully  vested  and
non-forfeitable.




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5. Award of Stock Options.  The Administrator,  in its sole discretion,  may, at
any time prior to the Expiration Date authorize the granting of Stock Options to
Directors of the Company.

6. Term.  A Stock  Option may be exercised by the holder at such times as may be
specified in such holder's Stock Option Agreement; provided that no Stock Option
shall be  exercised  later than ten years  from the date such  Stock  Option was
granted (the "Expiration Date").

7. Initial Option  Grants.  Pursuant to the provisions of the Plan and the Joint
Plan of Reorganization of 237 Park Avenue  Associates,  LLC and 1290 Associates,
LLC,  filed under title 11 of the United States Code, 11 U.S.C.  Sections 101 et
seq. (the "Reorganization Plan"), and subject to the terms and conditions of the
Plan and the Reorganization  Plan, effective on the Effective Date (as such term
is defined in the  Reorganization  Plan), the Company shall grant to each person
serving as a Director of the Company on the  Effective  Date,  Stock  Options to
purchase  3,000 Shares (the  "Initial  Grants") at an exercise  price of $25 per
share.

         Each  Stock  Option   shall  be   evidenced  by  a  written   agreement
substantially  in the form of  Exhibit A hereof  or in such form and  containing
such provisions not inconsistent with the Plan as the  Administrator  shall from
time to time to approve (the "Stock Option Agreement").

8. Price.  The  exercise  price of a Stock  Option  shall be (i) the fair market
value per share of the Shares  covered by the Stock  Option at the time that the
Stock  Option  is  granted,  as  determined  by the  Administrator  in its  sole
discretion, and, in the case of the Initial Grants, $25 per share, in accordance
with the Plan, or (ii) such other price as the Administrator  deems appropriate.
The exercise  price of a Stock Option,  as determined  by the  Administrator  in
accordance  with (i) or (ii) above and  specified in the  holder's  Stock Option
Agreement shall hereinafter be referred to as the "Exercise Price."

9. Termination of Service.  If a Participant  ceases to be a member of the Board
for any reason,  the Participant (or the Participant's  legal  representative or
the person or persons to whom the Stock Options shall have been  transferred  by
will or by the laws of descent and distribution, as the case may be), shall have
the right to exercise the option until the Expiration Date.


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10. Nontransferability.  No Stock Option shall be transferable by a holder other
than by will or the laws of descent and  distribution.  During the lifetime of a
holder the Stock Option shall be exercisable only by such holder or, in the case
of disability, by such holder's personal representative.

11. Exercise  of  Options.  Unless  otherwise  provided  in   any  Stock  Option
Agreement,   Stock  Options  distributed  pursuant  to  the  Plan  shall  become
exercisable as follows:

                        (a) one-third of the Shares covered by the Stock Options
issued to a holder shall become purchasable on the date of the original issuance
of such Stock Options;

                        (b) an additional one-third of the Shares covered by the
Stock  Options  issued  to any  holder  shall  become  purchasable  on the first
anniversary date of the original issuance date of such Stock Options; and

                        (c) the remaining one-third of the Shares covered by the
Stock  Options  issued  to a  holder  shall  become  purchasable  on the  second
anniversary date of the original issuance date of such Stock Options.

12. Payment for Stock.

                        (a) The aggregate  purchase  price of Shares issued upon
the exercise of any Stock Options granted hereunder shall be paid in full on the
date of  exercise.  Payment  shall  be  made  either  in  cash or in such  other
consideration as the Administrator deems appropriate, including, but not limited
to,  Shares  already  owned by the holder or Shares to be acquired by the holder
upon exercise of a Stock Option having a total fair market value,  as determined
by the Administrator, equal to the aggregate purchase price, or a combination of
cash and Shares having a total fair market value, as so determined, equal to the
aggregate purchase price.

                        (b) Shares  shall not be issued upon the exercise of any
Stock Option  unless and until the aggregate  amount of federal,  state or local
taxes of any kind required by law to be withheld with respect to the exercise of
such Stock  Options have been paid or satisfied or provision  for their  payment
and  satisfaction  has  been  made  upon  such  terms as the  Administrator  may
prescribe.

                        (c) No fractional Shares, or cash in lieu thereof, shall
be issued under any Stock Option.


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13.      Stock Adjustments.

                        (a) The total number of Shares which may be issued under
the Plan, the number of Shares which may be purchased upon the exercise of Stock
Options granted  hereunder and the exercise price of such Stock Options shall be
appropriately  adjusted  for any  change in  Shares,  exchange  of Shares  for a
different  number or kind of  Shares  or other  securities  of the  Company,  or
increase  or  decrease  in the number of  outstanding  Shares  resulting  from a
recapitalization,   spin-off,   split-  up,  issuance  of  warrants,  rights  or
debentures,  payment of a stock dividend,  cash dividend or property dividend on
the Shares,  a subdivision or combination of Shares,  or a  reclassification  or
exchange of the Shares, and (in accordance with the provisions  contained in the
next following  paragraph) in the event of a consolidation  or a merger in which
the Company shall be the surviving corporation.


                        (b) After any  merger of one or more  corporations  into
the Company in which the Company  shall be the surviving  corporation,  or after
any consolidation of the Company and one or more other corporations, each holder
shall,  at no additional  cost, be entitled,  upon any exercise of his/her Stock
Options, to receive (subject to any required action by stockholders), in lieu of
the number of Shares as to which such Stock  Options shall then be so exercised,
the number and class of Shares or other  securities  to which such holder  would
have been entitled  pursuant to the terms of the applicable  agreement of merger
or consolidation if at the time of such merger or consolidation  such holder had
been a holder of record of a number of Shares  equal to the  number of Shares to
which such  holder's  Stock  Options may have then be so  exercised.  Comparable
rights  shall  accrue  to each  holder  in the event of  successive  mergers  or
consolidations of the character described above.

                        (c) In its  absolute  discretion,  and on such terms and
conditions  as it deems  appropriate,  the Board may provide by the terms of any
Stock  Option that such Stock  Option  cannot be  exercised  after the merger or
consolidation  of the  Company  into  another  entity,  the  exchange  of all or
substantially  all of the assets of the  Company for the  securities  of another
entity,  the  acquisition by another entity of 80% or more of the Company's then
outstanding Shares or the liquidation or dissolution of the Company,  and if the
Board so  provides,  it may, in its  absolute  discretion  and on such terms and
conditions as it deems  appropriate,  also provide,  either by the terms of such
option  or by a  resolution  adopted  prior to the  occurrence  of such  merger,
consolidation, exchange, acquisition, liquidation or dissolution, that, for some
period of time prior to such event, such Stock Option shall be exercisable as to
all Shares subject thereto,  notwithstanding anything to the contrary in Section
11.

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14. No Rights as a Stockholder. A holder or a transferee of a Stock Option shall
have no rights as a stockholder  with respect to any Shares covered by his Stock
Option until he shall have become the holder of record of such Shares.

15. Amendment and  Termination.  The  Administrator  may at any time  terminate,
amend or modify the Plan in any respect it deems  suitable;  provided,  however,
that  no  such  action  of  the  Administrator,  without  the  approval  of  the
stockholders  of the Company,  may increase the total number of Shares which may
be issued under the Plan; and provided, further, that no amendment, modification
or termination of the Plan may in any manner affect any Stock Option theretofore
granted  under the Plan  without  the  consent  of the then  holder of the Stock
Option.

16. Investment  Purpose. No Shares shall be issued hereunder or transferred upon
the  exercise  of any Stock  Option  unless  and  until  all legal  requirements
applicable to the issuance or transfer of such Shares have been complied with to
the  satisfaction  of the  Administrator.  At the time of  exercise of any Stock
Option or the  issuance  of any  Shares,  the  Company  may, if it shall deem it
necessary or desirable for any reason,  require the  Participant to represent in
writing to the Company that it is his/her  then  intention to acquire the Shares
for investment and not with a view to the distribution thereof.

17. Governing  Law.  The Plan  shall be  governed  by the laws of the  State of
Maryland.

18. Effective  Date.  The Plan  shall be  effective  on the  Effective  Date of
Reorganization Plan.



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