VORNADO REALTY TRUST
EXHIBIT 10.62
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<TYPE>EX-10.62
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<FILENAME>a2104897zex-10_62.txt
<DESCRIPTION>EXHIBIT 10.62
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                                                                   EXHIBIT 10.62

                               AMENDMENT NO. 1 TO
                            DEFERRED STOCK AGREEMENT

          AMENDMENT NO. 1, dated as of February 13, 2003, by and between Vornado
Realty Trust, a Maryland real estate investment trust (the "Company") and Melvyn
H. Blum (the "Executive").

          WHEREAS, the Executive and the Company entered into a deferred stock
agreement, dated as of December 29, 2000 (the "Deferred Stock Agreement")
wherein the parties set forth the terms under which the Company promised to pay
the Executive common shares of the Company on certain dates as set forth
therein;

          WHEREAS, the Executive subsequently deferred his right to receive the
payment originally due on January 22, 2003 under Section 3 of the Deferred Stock
Agreement;

          WHEREAS, Section 10 of the Deferred Stock Agreement provides that the
Company and the Executive may amend the Deferred Stock Agreement at any time;

          WHEREAS, the Company and the Executive deem it necessary to amend the
Deferred Stock Agreement;

          NOW, THEREFORE, the parties agree that the Deferred Stock Agreement is
amended in the following respects, effective as of January 22, 2003:

          1.   The second sentence of Section 2 is hereby deleted and replaced
in its entirety with the following:

     One fifth of the Stock Units will vest on each of the following
     dates: January 22, 2001, January 22, 2002, January 22, 2003, January
     2, 2004 (or, if such date is not a business day, on the next
     occurring business day) and January 2, 2005 (or, if such date is not
     a business day, on the next occurring business day).

          2.   Section 3 is hereby deleted and replaced in its entirety with the
following:

     PAYMENT OF THE ACCOUNT. As of February 13, 2003, the Company shall
     pay to the Executive, within two (2) business days, that amount in
     cash equal to the number of shares of Stock equal to the number of
     vested Stock Units then credited to the Executive's Account
     multiplied by the average of the high and low prices of a share of
     Stock as reported on the New York Stock Exchange consolidated broad
     tape on February 12, 2003 ($33.98). Except as otherwise provided in
     this Agreement, on each of January 2, 2004 (or, if such date is not
     a business day, on the next occurring business

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     day) and January 2, 2005 (or, if such date is not a business day, on
     the next occurring business day) (each, a "Payment Date"), the
     Company shall pay to Executive that number of shares of Stock which
     is equal to the number of vested Stock Units then credited to his
     Account. Notwithstanding the foregoing, upon the Executive's
     termination of employment by the Company for Cause (as defined in
     the Employment Agreement) prior to January 2, 2005 (or, if such date
     is not a business day, prior to the next occurring business day),
     the Company shall pay to the Executive that number of shares of
     Stock which is equal to the number of vested Stock Units credited to
     his Account, in a lump sum within 10 business days following such
     termination.

          3.   Section 4 of the Deferred Stock Agreement is hereby deleted and
replaced in its entirety with the following:

     FORM OF PAYMENT. Payments pursuant to the second sentence of Section
     3 shall be made by the Company in a lump sum to the Executive as
     soon as practicable after the Payment Date, but in no case more than
     10 business days after the Payment Date. The Executive may elect to
     change the form of payment (to a lump sum or up to 10 equal annual
     installments), PROVIDED THAT any such election is made prior to the
     beginning of the year before the year in which the Payment Date then
     in effect would occur.

     The Company agrees it will register under the Securities Act of 1933
     those shares of Stock defined in Annex A hereto as Vornado
     Registrable Securities on those terms and conditions set forth in
     Annex A hereto.

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

                                          VORNADO REALTY TRUST


                                          By:   /s/ Joseph Macnow
                                                -----------------
                                                Name: Joseph Macnow
                                                Title: Executive Vice President

                                                /s/ Melvyn H. Blum
                                                -----------------
                                                Melvyn H. Blum

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                                                                         Annex A

                      Registration Under the Securities Act

1.   REGISTRATION FOR VORNADO REGISTRABLE SECURITIES UNDERLYING DEFERRED UNITS.
     The Company agrees to file a registration statement on either Form S-3 or
     Form S-8 providing for the registration of, and the sale on a continuous or
     delayed basis by the Executive in accordance with the methods of
     distribution specified by and consistent with the terms and provisions
     hereof, of Vornado Registrable Securities pursuant to Rule 415 under the
     Securities Act of 1933, as amended (the "Securities Act"), and/or any
     similar rule that may be adopted by the Securities and Exchange Commission
     (the "Commission"), and, if applicable, to use its commercially reasonable
     efforts to cause such registration statement to be declared effective by
     the Commission under the Securities Act not later than January 2, 2004, or
     if not a business day, the first business day thereafter.

2.   REGISTRATION PROCEDURES. In connection with the registration statement
     contemplated hereby, the following provisions shall apply:

     (a) The Company shall furnish to the Executive, prior to the filing thereof
     with the Commission, a copy of such registration statement, and each
     amendment thereto and each amendment or supplement, if any, to the
     prospectus related thereto.

     (b) The Company shall take such action as may be necessary so that (i) such
     registration statement and any amendment thereto and any related prospectus
     (and any amendment or supplement to such prospectus) (and each report or
     other document incorporated therein by reference in each case) complies in
     all material respects with the Securities Act and the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), and the respective rules and
     regulations thereunder, (ii) such registration statement and any amendment
     thereto do not, when it becomes effective, contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading and
     (iii) such prospectus forming part of the registration statement
     contemplated hereby, and any amendment or supplement to such prospectus,
     does not include an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements, in the light of
     the circumstances under which they were made, not misleading.

     (c) The Company shall advise the Executive:

          (i) when such registration statement and any amendment thereto has
          been filed with the Commission and when such registration statement or
          any

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          post-effective amendment thereto has become effective;

          (ii) of any request by the Commission for amendments or supplements to
          such registration statement or the prospectus related thereto or for
          additional information;

          (iii) of the issuance by the Commission of any stop order suspending
          effectiveness of such registration statement or the initiation of any
          proceedings for that purpose; and

          (iv) of the receipt by the Company of any notification with respect to
          the suspension of the qualification of the securities included in such
          registration statement for sale in any jurisdiction or the initiation
          of any proceeding for such purpose.

     (d) The Company shall use its commercially reasonable efforts to prevent
     the issuance, and if issued to obtain the withdrawal, of any order
     suspending the effectiveness of such registration statement at the earliest
     possible time.

     (e) The Company shall furnish to the Executive, without charge, as many
     copies of the prospectus related to such registration statement and any
     amendment or supplement thereto as the Executive may reasonably request;
     and the Company consents to the use of the prospectus and any amendment or
     supplement thereto by the Executive in connection with the offering and
     sale of the Vornado Registrable Securities covered by the prospectus and
     any amendment or supplement thereto until the earlier of such time that (1)
     such prospectus and any amendment or supplement thereto does not meet the
     requirements set forth in Section 2(b)(iii) above and (2) the Vornado
     Securities so covered cease be Vornado Registrable Securities.

     (f) The Executive shall notify the Company in writing of his intention to
     sell securities registered pursuant to any registration statement filed
     pursuant to Paragraph 1 above not less than 10 business days prior to the
     proposed Trade Date of any such sale. "Trade Date" shall mean the date the
     Executive enters into any underwriting, agency or other purchase agreement
     or understanding for the sale of, or otherwise agrees to sell, securities
     registered pursuant to such registration statement. No such notification
     shall obligate the Executive to consummate any such sale.

     (g) The Company shall use its commercially reasonably efforts to take all
     other steps necessary to effect the registration of the Vornado Registrable
     Securities covered by such registration statement contemplated hereby.

3.   EXPENSES. The Company agrees to pay all Vornado Registration Expenses in
     connection with any registration pursuant to Paragraph 1 above.

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4.   INDEMNIFICATION.

     (a) Upon the registration of the Vornado Registrable Securities pursuant to
     the registration statement filed as contemplated by Paragraph 1 hereof, the
     Company shall, and it hereby agrees to, indemnify and hold harmless the
     Executive against any losses, claims, damages or liabilities to which the
     Executive may become subject under the Securities Act or otherwise, insofar
     as such losses, claims, damages or liabilities (or actions (pending or
     threatened) in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in such
     registration statement under which such Vornado Registrable Securities were
     registered under the Securities Act, or any prospectus related thereto or
     furnished by the Company to the Executive, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, and the Company shall, and
     it hereby agrees to, reimburse the Executive for any legal or other
     expenses reasonably incurred by him in connection with investigating or
     defending any such action or claim; PROVIDED, HOWEVER, that the Company
     shall not be liable to the Executive in any such case to the extent that
     any such loss, claim, damage or liability arises out of or is based upon an
     untrue statement or alleged untrue statement or omission or alleged
     omission made in such registration statement or prospectus, or amendment or
     supplement, in reliance upon and in conformity with any written information
     (including without limitation, any questionnaire) furnished to the Company
     by the Executive expressly for use therein.

     (b) The Company may require, as a condition to filing the registration
     statement contemplated by Paragraph 1 hereof, that the Company shall have
     received an undertaking reasonably satisfactory to it from the Executive to
     (i) indemnify and hold harmless the Company, its directors, officers who
     sign such registration statement, each person, if any, who controls the
     Company within the meaning of either Section 15 of the Securities Act or
     Section 20 of the Exchange Act, and any other holder of Stock that is
     included in such registration statement against any losses, claims, damages
     or liabilities to which the Company or such other persons may become
     subject, under the Securities Act or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon an untrue statement or alleged untrue statement of a
     material fact contained in such registration statement, or any prospectus
     related thereto or furnished by the Company to any such holder or
     underwriter, or any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, in each case to the extent, but only to the extent,
     that such untrue statement or alleged untrue statement or omission or
     alleged omission was made in reliance upon and in conformity with written
     information furnished in writing to the Company by the Executive expressly
     for use therein (including, without limitation, any questionnaire), and
     (ii) reimburse

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     the Company for any legal or other expenses reasonably incurred by the
     Company in connection with investigating or defending any such action or
     claim;

     (c) Promptly after receipt by an indemnified party under Paragraph 4(a) or
     (b) above of written notice of the commencement of any action, such
     indemnified party shall, if a claim in respect thereof is to be made
     against an indemnifying party pursuant to the indemnification provisions of
     or contemplated by this Paragraph 4, notify such indemnifying party in
     writing of the commencement of such action; but the omission to so notify
     the indemnifying party shall not relieve such indemnifying party from any
     liability which it may have to any indemnified party other than under the
     indemnification provisions of or contemplated by Paragraph 4(a) or (b)
     above, and then only to the extent that the indemnifying party is actually
     prejudiced thereby. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and (unless the indemnified party reasonably concludes
     that such representation would involve a conflict of interest), to the
     extent that it shall wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party),
     and, after notice from the indemnifying party to such indemnified party of
     its election so to assume the defense thereof, such indemnifying party
     shall not be liable to such indemnified party for any legal expenses of
     other counsel or any other expenses, in each case subsequently incurred by
     such indemnified party, in connection with the defense thereof other than
     reasonable costs of investigation. No indemnifying party shall, without the
     written consent of the indemnified party, effect the settlement or
     compromise of, or consent to the entry of any judgment with respect to, any
     pending or threatened action or claim in respect of which indemnification
     or contribution may be sought hereunder (whether or not the indemnified
     party is an actual or potential party to such action or claim) unless such
     settlement, compromise or judgment (i) includes an unconditional release of
     the indemnified party from all liability arising out of such action or
     claim and (ii) does not include a statement as to, or an admission of,
     fault, culpability or a failure to act, by or on behalf of any indemnified
     party. An indemnifying party will not be liable for any settlement of any
     action or claim effected without its written consent.

5.   DEFINITIONS.

     (a) "Vornado Registrable Securities" shall mean the 59,259 shares of Stock,
     and any securities into which such shares of Stock are exchanged or
     reclassified, to be paid to the Executive in respect of Stock Units
     pursuant to this agreement, as amended by Amendment No. 1; PROVIDED THAT
     such shares of Stock shall cease to be Vornado Registrable Securities when
     such shares of Stock (i) have been sold or otherwise transferred by the
     Executive, whether pursuant to an effective

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     registration statement or otherwise, (ii) cease to become payable due to
     the forfeiture of Stock Units as a result of the Executive's termination of
     employment or (iii) have become eligible for sale pursuant to Rule 144(k)
     (or any similar provision then in force) under the Securities Act.

     (b) "Vornado Registration Expenses" means all expenses incident to the
     Company's performance of or compliance with its obligations hereunder,
     including without limitation, (i) all Commission registration and filing
     fees and expenses, (ii) internal expenses (including, without limitation,
     all salaries and expenses of the Company officers and employees performing
     legal or accounting duties) and (iii) fees, disbursements and expenses of
     counsel of the Company and the reasonable fees, disbursement and expenses
     of counsel of the Executive. Notwithstanding the foregoing, the Executive
     shall pay all agency fees and commissions and underwriting discounts and
     commissions, if any, attributable to the sale of such Vornado Registered
     Securities and the fees and disbursements of any counsel or other advisors
     or experts retained by the Executive not otherwise paid by the Company
     pursuant to Paragraph (b)(iii) hereof.

6.   SUSPENSION. Notwithstanding anything contained herein, the Company may
     delay the filing of any such registration statement or amendment or
     supplement thereto if the Company in good faith has a valid business reason
     for such delay, including without limitation, (i) that the filing of such
     registration statement or amendment or supplement thereto would require the
     Company to include therein material information that has not theretofore
     been made public and which the Company is not then prepared to disclose or
     (ii) that the offering and sale of Vornado Registrable Securities by the
     Executive at such time will adversely affect any offering by the Company of
     its securities then contemplated or pending.

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