0000891836-02-000543 Sample Contracts

Contract
Units Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts • New York

AGREEMENT, dated as of March 8, 2002, by and between Vornado Realty Trust, a Maryland real estate investment trust with its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Company”) and Michael D. Fascitelli (“Executive”).

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FIRST AMENDMENT TO THE CONVERTIBLE UNITS AGREEMENT
Convertible Units Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts

THIS FIRST AMENDMENT AGREEMENT, dated as of June 7, 2001, is made by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Company”) and Michael D. Fascitelli (the “Executive”).

SECOND AMENDMENT TO CONVERTIBLE UNITS AGREEMENT
Convertible Units Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts

THIS AGREEMENT, dated as of October 31, 2002, is made by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Company”) and Michael D. Fascitelli (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts

THIS AGREEMENT, dated as of October 31, 2002, is made by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Company”) and Michael D. Fascitelli (the “Executive”).

FIRST AMENDMENT TO 2002 UNITS AGREEMENT
2002 Units Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts

THIS AGREEMENT, dated as of October 31, 2002, is made by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Company”) and Michael D. Fascitelli (the “Executive”).

FIRST AMENDMENT TO REGISTRATION AGREEMENT
Registration Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts

THIS AGREEMENT, dated as of October 31, 2002, is made by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Company”) and Michael D. Fascitelli (the “Executive”).

FIRST AMENDMENT TO THE TRUST AGREEMENT BETWEEN VORNADO REALTY TRUST AND JP MORGAN CHASE BANK * * * * *
Trust Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts

THIS FIRST AMENDMENT AGREEMENT, dated September 17, 2002, is made by and between Vornado Realty Trust, a Maryland real estate investment trust, having its principal offices at 888 Seventh Avenue, New York, New York 10019 (the “Employer”), and JP Morgan Chase Bank, a New York banking corporation, and a wholly-owned subsidiary of JP Morgan Chase & Company, having offices located at 270 Park Avenue, New York, New York 10017-2070 (the “Trustee”).

TRUST AGREEMENT BETWEEN VORNADO REALTY TRUST AND THE CHASE MANHATTAN BANK Dated as of December 2, 1996 TRUST AGREEMENT BETWEEN VORNADO REALTY TRUST AND THE CHASE MANHATTAN BANK
Trust Agreement • November 8th, 2002 • Vornado Realty Trust • Real estate investment trusts • New York

This TRUST AGREEMENT, dated as of December 2, 1996 (the “Trust Agreement”), between Vornado Realty Trust, a Maryland real estate investment trust, having its principal offices at Park 80 West, Plaza II, Saddle Brook, New Jersey 07663 (the “Employer”), and The Chase Manhattan Bank, a New York banking corporation, having offices located at 1 Chase Manhattan Plaza, New York, New York 10005 (the “Trustee”).

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