0001104659-05-008245 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 25th, 2005 • Vornado Realty Trust • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2004 by and between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and GSEP 2004 Realty Corp., a Delaware corporation (the “Holder”) and wholly-owned subsidiary of Goldman Sachs 2004 Exchange Place Fund, L.P., a Delaware limited partnership.

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VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 25th, 2005 • Vornado Realty Trust • Real estate investment trusts • Maryland

RESTRICTED STOCK AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN [INCENTIVE/NON-QUALIFIED] STOCK OPTION AGREEMENT
Stock Option Agreement • February 25th, 2005 • Vornado Realty Trust • Real estate investment trusts • Maryland

STOCK OPTION AGREEMENT made as of date set forth on Schedule A hereto between Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

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