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                                                                   EXHIBIT 10.47


                                VECTOR GROUP LTD.
                          SUPPLEMENTAL RETIREMENT PLAN
                     (AS AMENDED AND RESTATED MARCH 3, 2004)


                  WHEREAS, VECTOR GROUP LTD., a Delaware corporation (the
"Company"), adopted the Vector Group Ltd. Supplemental Retirement Plan as of
January 1, 2002, as amended by Amendment No. 1 thereto entered into on January
21, 2003, for the purpose of providing certain select management employees of
the Company and its affiliates unfunded deferred compensation benefits payable
upon retirement, death or other termination of employment;

                  WHEREAS, the Board has the right under Section 8.2 of the Plan
to amend the Plan; and

                  WHEREAS, the Board desires to make certain additional
amendments to the Plan, to add additional Participants and to amend and restate
the Plan in its entirety.

                  NOW, THEREFORE, the Plan is amended and restated, as of
January 1, 2002, to read as follows:

                                    SECTION 1
                                   DEFINITIONS

                  Except as otherwise provided herein, the following terms shall
be defined in accordance with this Section 1:

<PAGE>

                  1.1 "Accrued Benefit" shall mean that amount of projected
annual retirement benefit set forth on Exhibit A hereto that a Participant who
fulfills the terms and conditions of the Plan would receive at his Normal
Retirement Date.

                  1.2 "Actuarial Equivalent" shall mean a form of benefit
differing in time, period or manner of payout from the normal form of retirement
benefit provided under the Plan but having the same value when computed using
post-retirement mortality table 1983 Group Annuity (50% male/50% female) and
pre- and post-retirement interest rates of 7.5%.

                  1.3 "Adopting Employer" means (a) any business entity in which
the Company owns a majority interest upon the Effective Date or (b) any other
business entity, which, following the Effective Date, is authorized by the Board
to adopt the Plan.

                  1.4 "Anniversary Date" shall mean the Effective Date and each
anniversary thereof while the Plan remains in effect.

                  1.5 "Board" shall mean the Board of Directors of the Company.

                  1.6 "Committee" shall mean the person, persons or entity
designated by the Company to administer the Plan on behalf of the Company and
the Adopting Employers.

                  1.7 "Company" shall mean Vector Group Ltd., a Delaware
corporation.

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                  1.8 "Disability" shall mean the total inability of a
Participant to perform all of the material duties of the Participant's regular
occupation on a full-time basis due to sickness or injury.

                  1.9 "Disability Retirement Date" shall mean the date selected
by the Committee occurring no later than 30 days following the finding by the
Committee that a Participant who has incurred a Disability is unlikely to return
to active Service prior to attainment of his Normal Retirement Date.

                  1.10 "Effective Date" shall mean the date set forth in Section
8.1 of the Plan.

                  1.11 "Employer" shall mean the Company and any Adopting
Employer for which a Participant renders service.

                  1.12 "Employer Contribution" shall mean the contribution by an
Employer to the Fund for each Plan Year described in Section 3.1 hereof.

                  1.13 "Fiscal Year" shall mean the fiscal year of the Company.

                  1.14 "Fund" shall mean the fund established under the Trust
Fund Agreement.

                  1.15 "Normal Retirement Date" shall mean the January 1
following the Participant's attainment of the later of age 60 or the completion
of 8 Years of Participation with the Company or an Adopting Employer following
the Effective Date.

                                       3
<PAGE>

                  1.16 "Participant" shall mean any key employee of an Employer
who from time to time may be designated on Exhibit A hereto as a participant in
the Plan by the Board and who is an active participant in the Plan.

                  1.17 "Participant Payment Date" shall mean the date on which a
Participant's Accrued Benefit shall be paid either in whole or in part to the
Participant. Except as set forth in Section 6.4, such date shall be: (a) the
Disability Retirement Date of a Participant who has incurred a Disability, (b)
that date which falls 30 days following the Normal Retirement Date of a
Participant (as such date may be extended pursuant to Section 5.2 hereof), (c)
that date selected by the Board occurring no later than 6 months following the
death of a Participant, if the Participant's death takes place prior to any date
described in clauses (a), (b) or (d) of this Section 1.17, or (d) that date that
falls 30 days following the termination of the Service of a Participant without
cause (as defined in Section 4.4 hereof).

                  1.18 "Participation Ratio" shall mean that percentage equal to
a fraction, the numerator of which consists of that number of full Years of
Participation of the Participant in the Plan that were completed by the
Participant prior to the Participant's termination of Service or incurrence of a
Disability and the denominator of which consists of that total number of Years
of Participation that would have been required on the part of the Participant
for the Participant to attain the Participant's Normal Retirement Date.

                  1.19 "Plan" shall mean the Vector Group Ltd. Supplemental
Retirement Plan, as set forth herein and as the same may be amended from time to
time hereafter.

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                  1.20 "Service" shall mean the period of full time continuous
employment of the Participant by the Company or an Adopting Employer, following
the Effective Date.

                  1.21 "Trust Fund Agreement" shall mean the Vector Group Ltd.
Supplemental Retirement Plan Trust, the purpose of which agreement is to hold
the Fund.

                  1.22 "Trustee" shall mean the trustee serving in such capacity
under the Trust Fund Agreement.

                  1.23 "Year of Participation" shall mean a Year of Service in
which the Participant participated in the Plan. A Participant shall be deemed to
have commenced participation in the Plan on the participation date set forth on
Exhibit A hereto.

                  1.24 "Year of Service" shall mean a 12 consecutive month
period, in each month of which a Participant is entitled to compensation by
reason of Service.

                                   SECTION 2
                           DESIGNATION OF PARTICIPANTS
                          AND ELIGIBILITY FOR BENEFITS

                  2.1 DESIGNATION OF PARTICIPANTS. The Participants shall be
those key employees of the Company or an Adopting Employer that the Board
designates to participate in the Plan.

                  2.2 ELIGIBILITY FOR BENEFITS. Except as otherwise provided
herein, benefits under the Plan shall be payable in respect of a Participant at
the Participant Payment Date applicable to the Participant and only by reason of
the circumstances provided in Sections 4.1 through 4.4 hereof.

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<PAGE>

                                   SECTION 3
                                  CONTRIBUTION

                  3.1 AMOUNT OF EMPLOYER CONTRIBUTION. For the Fiscal Year
ending with the Effective Date or within which falls the Effective Date and
thereafter for each Fiscal Year (or portion thereof) that the Plan remains in
effect, an Employer may, in the discretion of the Board, make an Employer
Contribution to the Fund in that amount that the Employer shall determine to be
necessary or appropriate to provide the benefits under the Plan.

                                   SECTION 4
                      CIRCUMSTANCES OF PAYMENT; EXCLUSIVITY

                  4.1 ATTAINMENT OF NORMAL RETIREMENT DATE. Upon the attainment
of a Participant of the Participant's Normal Retirement Date, the Participant
shall be vested in the Participant's Accrued Benefit, which shall be paid in the
manner set forth in Section 5 hereof to the Participant at the Participant
Payment Date of such Participant, as provided in Section 1.17(b) hereof.

                  4.2 DISABILITY. A Participant in the Service of an Employer
who incurs a Disability prior to the attainment of the Participant's Normal
Retirement Date shall be vested at the Participant's Disability Retirement Date
in that amount equal to: (i) the Actuarial Equivalent of the Participant's
Accrued Benefit, multiplied by (ii) the Participant's Participation Ratio, which
amount shall be paid in the manner set forth in Section 5 hereof to the
Participant at the Participant Payment Date of such Participant, as provided in
Section 1.17(a) hereof.

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<PAGE>

                  4.3 DEATH. In the event a Participant in the Service of an
Employer dies prior to incurring a Disability or attaining his Normal Retirement
Date, such Participant's beneficiary shall be vested in the Actuarial Equivalent
of the Participant's Accrued Benefit, which shall be paid in the manner set
forth in Section 5 hereof at the Participant Payment Date provided in Section
1.17(c) hereof.

                  4.4 TERMINATION OF SERVICE. In the event of the termination of
the Service of a Participant hereunder by an Employer without "cause" (as
defined herein), such Participant shall be vested upon the effective date of
such termination of Service in that amount equal to: (i) the Actuarial
Equivalent of the Participant's Accrued Benefit, multiplied by (ii) the
Participant's Participation Ratio, which amount shall be paid in the manner set
forth in Section 5 hereof at the Participant Payment Date provided in Section
1.17(d) hereof. For purposes of this Section 4.4, the term "cause" shall mean
solely an act of fraud or dishonesty by the Participant which constitutes a
violation of the penal law of the State of New York and which results in gain or
personal enrichment of the Participant at the expense of an Employer or any
entity affiliated therewith.

                  4.5 EXCLUSIVITY. A Participant whose Service is terminated
upon the Participant's own initiative or for any reason other than as set forth
in the foregoing provisions of this Section 4 shall be entitled to no benefits
whatsoever under the Plan.

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<PAGE>

                                    SECTION 5
                       METHOD AND RECIPIENTS OF PAYMENTS;
                               PLAN ADMINISTRATION

                  5.1 NORMAL PAYMENT METHOD AND RECIPIENTS OF PAYMENTS. The
normal form of distribution of the benefit payable to a Participant pursuant to
this Section 5.1, commencing upon the Participant Payment Date of the
Participant, shall be a monthly pension, payable, in the case of a Participant
who is married on such date, under a joint and survivor annuity that represents
the Actuarial Equivalent of a single life annuity, and in the case of a
Participant who is unmarried on such date, under a single life annuity. In the
event of the death of a Participant prior to the applicable Participant Payment
Date of the Participant, the amount of the death benefit payable in accordance
with Section 4.3 hereof shall be paid in a lump sum to the Participant's
beneficiary or beneficiaries theretofore designated by the Participant by filing
with the Participant's Employer or the Committee a notice in writing in such
form as the Committee may prescribe, and in the absence of such designation,
shall be paid to the executors or administrators of the estate of the
Participant. The beneficiaries named as aforesaid may be changed at any time by
the Participant by amending and forwarding to the Participant's Employer or the
Committee a further written designation.

                  5.2 EXTENSION OF PARTICIPANT PAYMENT DATE. With the prior
approval of the Company or an Adopting Employer, a Participant may elect to
defer the Participant's applicable Participant Payment Date described in Section
1.17(b) to a date no later than 30 days following the Participant's actual
termination of Service with the Company or an Adopting Employer, provided such
election is entered into prior to the commencement of that calendar year in

                                       8
<PAGE>

which would occur such otherwise applicable Participant Payment Date. In the
case of any extension of a Participant's applicable Participant Payment Date
authorized by this Section 5.2, the Participant shall be entitled upon his
actual Participant Payment Date to the Actuarial Equivalent of the Participant's
Accrued Benefit.

                  5.3 EXCEPTION TO NORMAL PAYOUT METHOD. Within the three-month
period ending 30 days prior to the applicable Participant Payment Date of a
Participant, a Participant may submit a request to the Committee in writing to
be paid the Accrued Benefit payable to the Participant commencing upon the
applicable Participant Payment Date in the form of a lump sum. The Committee
shall approve or disapprove such request in its discretion and notify the
Participant of its decision prior to the applicable Participant Payment Date of
the Participant.

                  5.4 PLAN ADMINISTRATION. The general administration of the
Plan shall be the responsibility of the Committee, which is hereby authorized,
in its discretion, to delegate said responsibilities to an administrator or
administrative committee.

                                   SECTION 6
                               SOURCE OF BENEFITS;
                           NO GUARANTEE OF EMPLOYMENT;
                        NO FUNDING; CONSTRUCTIVE RECEIPT

                  6.1 SOURCE OF BENEFITS. Benefits payable under the Plan shall
be payable either from the general assets of the Company or an Adopting Employer
or, in the discretion of the Board, from the Fund. No one of the Trustees,
directors, officers, agents or shareholders of the Company or an Adopting
Employer, or of the Committee or of any administrator or administrative
committee to which any function is delegated pursuant to Section 5.4 hereof,

                                       9
<PAGE>

assumes any personal liability for obligations incurred on behalf of the Company
or an Adopting Employer or under the Trust Agreement. No Participant's or
beneficiary's interest in a Participant's benefits under the Plan shall be
greater than that of an unsecured creditor of the Company or an Adopting
Employer.

                  6.2 NO GUARANTEE OF EMPLOYMENT. Nothing contained herein shall
be construed as a contract of employment or deemed to give any Participant the
right to be retained in the employ of any Employer.

                  6.3 UNFUNDED PLAN. In adopting the Plan and entering into the
Trust Fund Agreement, it is the intention of the Company and the Adopting
Employers that any benefits to be provided under the Plan shall be deemed
unfunded for tax and pension law purposes and that any assets acquired by or
held within the Trust shall not be deemed to constitute funding for the benefit
of the Participant, or the Participant's beneficiary or estate. Consequently, at
all times while the Plan is in effect, the Accrued Benefit of a Participant
shall be understood to reflect only a means for the measurement and
determination of the amounts to be paid to the Participant pursuant to the terms
of the Plan, and a Participant's Accrued Benefit shall not constitute or be
treated as a trust fund of any kind, nor shall any assets held under the Trust
be deemed to represent security for the performance of any obligation of the
Company or an Adopting Employer hereunder but shall at all times be, and remain,
their general, unpledged and unrestricted assets.

                  6.4 CONSTRUCTIVE RECEIPT. In the event that a final
determination shall be made by the Internal Revenue Service or any court of
competent jurisdiction that by reason of elections made or actions taken

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<PAGE>

hereunder a Participant has recognized gross income for federal, state or local
income tax purposes prior to the actual payment of benefits to such Participant
to which such gross income is attributable, the Committee shall authorize the
payment to the Participant in one lump sum, within 90 days following such final
determination, of an amount equal to such recognized income. Thereafter, the
Participant may be paid any remaining benefits available to the Participant
under the normal terms and conditions hereof, provided, however, that a
Participant who receives a distribution pursuant to the immediately preceding
sentence of this Section 6.4 shall have his future benefits reduced in an amount
equal to the Actuarial Equivalent of such distribution in such manner and at
such time as the Committee may determine.

                                   SECTION 7
                                NONASSIGNABILITY

                  7.1 No benefit payable hereunder may be assigned, pledged,
mortgaged or hypothecated and, except to the extent required by applicable law,
no such benefit shall be subject to legal process or attachment for the payment
of any claims of a creditor of a Participant or the beneficiary of such
Participant.

                                   SECTION 8
                    EFFECTIVE DATE; AMENDMENT AND TERMINATION

                  8.1 EFFECTIVE DATE. This Plan shall be effective as of January
1, 2002 and shall remain in effect through its termination, subject to the
provisions of Section 8.2 hereof.

                                       11
<PAGE>

                  8.2 AMENDMENT AND TERMINATION. The Board may at any time, or
from time to time, amend this Plan in any respect on a prospective basis or
terminate this Plan without restriction and without the consent of any
Participant or beneficiary, provided that any such amendment or termination
shall not impair the right of any Participant or any beneficiary to be paid
benefits earned and vested hereunder prior to such amendment or termination. In
the event of the termination of the Plan, each Participant shall be deemed to
have attained the Participant's Normal Retirement Date as of the date of such
termination, and the Participant's Accrued Benefit shall be paid to the
Participant in accordance with the terms of Sections 4 and 5 hereof.

                  8.3 PLAN SPONSOr. The Company shall be the sponsor and named
fiduciary of the Plan, which the Company and Adopting Employers have adopted for
the benefit of certain designated highly compensated and key management
personnel.

                                   SECTION 9
                                CLAIMS PROCEDURES

                  9.1 INITIAL CLAIM. If the Participant or the Participant's
beneficiary (hereinafter referred to as a "Claimant") is denied all or any
portion of an expected benefit under this Plan for any reason, the Claimant may
file a claim with the Committee. The Committee shall notify the Claimant within
60 days of its allowance or denial of the claim, unless the Claimant receives
written notice from the Committee prior to the end of the 60-day period stating
that special circumstances require an extension of the time for decision for an
additional period not to exceed an additional 60 days. The notice of the

                                       12
<PAGE>

Committee's decision shall be in writing, sent by mail to the Claimant's last
known address, and, if a denial of the claim, must contain the following
information:

                           (a) the specific reasons for denial;

                           (b) specific reference to pertinent provisions of the
Plan on which the denial is based; and

                           (c) if applicable, a description of any additional
information or material necessary to perfect the claim, an explanation of why
such information or material is necessary, and an explanation of the claims
review procedure.

                  9.2 REVIEW. A Claimant may request a review by the Committee
of any denial of the Claimant's claim by submitting in writing such a request
within 60 days of the mailing of notice of the denial. The Claimant or the
Claimant's representative shall be entitled to review all pertinent documents,
and to submit issues and comments in writing. Absent a request for review within
such 60-day period, the claim shall be deemed to be conclusively denied.

                                   SECTION 10
                                  MISCELLANEOUS

                  10.1 PAYMENT TO REPRESENTATIVES. If an individual entitled to
receive any benefits hereunder is determined by the Committee or is otherwise
adjudged to be legally incompetent, they shall be paid to such individual's duly
appointed and acting guardian, if any, and if no such guardian is appointed and
acting, to such persons as the Committee may designate for the benefit of such

                                       13
<PAGE>

individual. Such payment shall, to the extent made, be deemed a complete
discharge for such payments under the Plan.

                  10.2 TIMING OF PAYMENTS. If the Committee is unable to make
the determinations required under the Plan in sufficient time for payments to be
made when due, the Committee shall make such payments upon the completion of
such determinations with interest at a reasonable rate from such due date and
may, at its option, make provisional payments, subject to adjustment, pending
the completion of such determinations.

                  10.3 WITHHOLDING, ETC. The Employer shall deduct from each
payment under the Plan any Federal, state or local withholding or other taxes or
charges which an Employer would be required to deduct under applicable law, and
any amount so deducted shall be treated as a payment hereunder to the
Participant or the Participant's beneficiaries.

                  10.4 GOVERNING LAW. The provisions of this Plan shall be
construed according to the laws of the United States and the State of New York,
excluding the provisions of any such laws that would require the application of
the laws of another jurisdiction.

                  10.5 GENDER AND NUMBER. The masculine pronoun wherever used
shall include the feminine. Wherever any words are used herein in the singular,
they shall be construed as though they were also used in the plural in all cases
where they shall so apply.

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<PAGE>

                  10.6 BINDING EFFECT. This Agreement shall be binding upon the
Company and the Adopting Employers and their successors or assigns.

                  10.7 CAPTIONS. The captions at the head of an article, section
or a paragraph of the Plan are designed for convenience of reference only and
are not to be resorted to for the purposes of interpreting any provision of the
Plan, and in the case of any conflict with the text of the Plan, the text of the
Plan shall control.

                  10.8 SEVERABILITY. The invalidity of any portion of the Plan
shall not invalidate the remainder thereof, which shall continue in full force
and effect.

                  10.9 COMMUNICATIONS. Any election, application, claim, notice,
or other communication required or permitted to be made by a Participant
pursuant to the Plan shall be made in writing and in such form as the Committee
shall prescribe. Such communication or notice shall be effective upon receipt,
if sent by first class mail, postage prepaid, and addressed to the Committee,
c/o the Company's offices at 712 Fifth Avenue, New York, New York 10019-4108.

                  IN WITNESS WHEREOF, the Company has caused this amended and
restated Agreement to be executed in its name by its duly authorized officer on
March 3, 2004, to be effective as set forth above.

                                                     VECTOR GROUP LTD.


                                                       /S/ Richard J. Lampen
                                                     ---------------------------
                                                     By:  Authorized Signatory


                                       15
<PAGE>



                                   EXHIBIT A

<TABLE>
<CAPTION>

PARTICIPANT                                 PROJECTED RETIREMENT BENEFIT              PARTICIPATION DATE
-----------                                 ----------------------------              ------------------
<S>                                                   <C>                                   <C>
Bennett S. LeBow                                      $2,524,163                            1/1/02

Howard M. Lorber                                      $1,051,875                            1/1/02

Ronald J. Bernstein                                     $438,750                            1/1/02

Gregory Sulin                                           $148,500                            1/1/02

Timothy Jackson                                         $148,500                            1/1/02

Robert Bereman                                          $148,500                            1/1/02

Mark Conkling                                           $148,500                            1/1/02

Richard J. Lampen                                       $250,000                            1/1/04

Marc N. Bell                                            $200,000                            1/1/04

J. Bryant Kirkland III                                  $202,500                            1/1/04
</TABLE>

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