AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2003

                                          REGISTRATION STATEMENT NOS. 333-

                                                                       333-40787

                                                                       333-29013
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                              VORNADO REALTY TRUST
                                      AND
                              VORNADO REALTY L.P.
          (Exact names of registrants as specified in their charters)

                                                          
                          MARYLAND                                                    22-1657560
                          DELAWARE                                                    22-3506990
              (State or other jurisdiction of                            (IRS Employer Identification Number)
               incorporation or organization)
                     888 SEVENTH AVENUE                                             JOSEPH MACNOW
                  NEW YORK, NEW YORK 10019                                        888 SEVENTH AVENUE
                       (212) 894-7000                                          NEW YORK, NEW YORK 10019
        (Address, including zip code, and telephone                                 (212) 894-7000
        number, including area code, of registrants'              (Name, address, including zip code, and telephone
                principal executive offices)                      number, including area code, of agent for service)

                                   COPIES TO:
                            WILLIAM G. FARRAR, ESQ.
                            SULLIVAN & CROMWELL LLP
                                125 BROAD STREET
                            NEW YORK, NEW YORK 10004
                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this registration statement.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ] ____________

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] ____________

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                           PROPOSED        PROPOSED MAXIMUM
             TITLE OF EACH CLASS OF                  AMOUNT TO BE      MAXIMUM OFFERING   AGGREGATE OFFERING       AMOUNT OF
           SECURITIES TO BE REGISTERED             REGISTERED(1)(2)     PRICE PER UNIT        PRICE(1)(3)     REGISTRATION FEE(2)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Vornado Realty Trust:
Common shares, par value $0.04 per share.........         (2)                                     (2)
Preferred shares, no par value per share.........
Depositary shares representing preferred
shares(5)........................................                             (4)                                 $121,291.75
- ---------------------------------------------------------------------------------------------------------------------------------
Vornado Realty L.P.:
Debt securities..................................  $1,499,280,000.00                       $1,499,280,000.00
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------

                                                  "(See footnotes on next page)"

    Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement includes a Prospectus which may relate to securities registered by
Vornado Realty Trust and Vornado Realty L.P. on Forms S-3 (Registration
Statements Nos. 333-40787 and 333-29013).

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) An indeterminate aggregate initial offering price or number of the
    securities is being registered as may from time to time be issued at
    indeterminate prices, $1,499,280,000.00 of debt securities of Vornado Realty
    L.P. or the equivalent of that amount in one or more other currencies,
    currency units or composite currencies.

(2) In accordance with Rule 429 under the Securities Act, the prospectus filed
    as part of this registration statement also relates to (a) $862,990,505.00
    aggregate initial offering price of common shares, preferred shares and
    depositary shares of Vornado Realty Trust that were previously registered
    under Registration Statement No. 333-40787 and have not yet been issued and
    sold and (b) $500,720,000.00 aggregate initial offering price of debt
    securities of Vornado Realty L.P. that were previously registered under
    Registration Statement No. 333-29013 and have not yet been issued and sold.
    A filing fee of $598,334.00 was previously paid for $1,974,500,000.00
    aggregate initial offering price of securities registered under Registration
    Statement No. 333-40787, and a filing fee of $489,090.91 was previously paid
    for $1,614,000,000 aggregate initial offering price of securities registered
    under Registration Statement No. 333-29013.

(3) Estimated for the sole purpose of computing the registration fee in
    accordance with Rule 457(o) under the Securities Act. Separate consideration
    may not be received for registered securities that are issuable on
    conversion or exchange of other securities or represented by depositary
    shares.

(4) Omitted in accordance with General Instruction II.D of Form S-3 under the
    Securities Act.

(5) Each depositary share will be issued under a deposit agreement, will
    represent an interest in a fractional preferred share and will be evidenced
    by a depositary receipt.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES NOR DOES IT SEEK AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.

                 SUBJECT TO COMPLETION. DATED AUGUST 21, 2003.

                                  $862,990,505

                              VORNADO REALTY TRUST

                                 COMMON SHARES
                                PREFERRED SHARES
                               DEPOSITARY SHARES

                                 $2,000,000,000

                              VORNADO REALTY L.P.

                                DEBT SECURITIES

     Vornado Realty Trust from time to time may offer to sell common shares and
preferred shares. The preferred shares may either be sold separately or
represented by depositary shares. Vornado Realty L.P. from time to time may
offer to sell debt securities. The debt securities may be exchangeable for
common or preferred shares of Vornado Realty Trust, and the preferred shares may
be convertible into common shares or into preferred shares of another series.
The total amount of common shares, preferred shares and depositary shares
offered under this prospectus will have an initial aggregate offering price of
up to $862,990,505, and the total amount of debt securities will have an initial
aggregate offering price of up to $2,000,000,000, or in either case the
equivalent amount in other currencies, currency units or composite currencies.

     Vornado Realty Trust and Vornado Realty L.P. may offer and sell these
securities to or through one or more underwriters, dealers and agents or
directly to purchasers, on a continuous or delayed basis.

     This prospectus describes some of the general terms that may apply to these
securities and the general manner in which they may be offered. The specific
terms of any securities to be offered, and the specific manner in which they may
be offered, will be described in a supplement to this prospectus.

     Vornado Realty Trust's common shares are listed on the New York Stock
Exchange under the symbol "VNO," its Series A Preferred Shares are listed on the
NYSE under the symbol "VNO Pr A," its Series B Preferred Shares are listed on
the NYSE under the symbol "VNO Pr B" and its Series C Preferred Shares are
listed on the NYSE under the symbol "VNO Pr C." Where applicable, the prospectus
supplement will contain information on any listing on a securities exchange of
securities covered by that prospectus supplement.

     SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE SECURITIES.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                             ---------------------

                           Prospectus dated --, 2003.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT OR INCORPORATED BY REFERENCE IN THESE
DOCUMENTS. NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT. IF ANYONE PROVIDES
YOU WITH DIFFERENT, INCONSISTENT OR UNAUTHORIZED INFORMATION OR REPRESENTATIONS,
YOU MUST NOT RELY ON THEM. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT ARE AN OFFER TO SELL ONLY THE SECURITIES OFFERED BY THESE DOCUMENTS,
BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO.
THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS
CURRENT ONLY AS OF THE DATE ON THE FRONT OF THOSE DOCUMENTS.

                               TABLE OF CONTENTS

                                                               PAGE
                                                               ----
                                                            
Available Information.......................................     1
Cautionary Statement Regarding Forward-Looking Statements...     2
Risk Factors................................................     4
Vornado Realty Trust and Vornado Realty L.P. ...............    16
Ratios of Earnings to Fixed Charges and to Combined Fixed
  Charges and Preference Dividends..........................    17
Use of Proceeds.............................................    17
Description of Debt Securities of Vornado Realty L.P. ......    18
Description of Shares of Beneficial Interest of Vornado
  Realty Trust..............................................    37
Legal Ownership and Book-Entry Issuance.....................    48
Federal Income Tax Considerations...........................    53
Plan of Distribution........................................    68
Validity of the Securities..................................    68
Experts.....................................................    69

                                       -i-

                             AVAILABLE INFORMATION

     Vornado Realty Trust and Vornado Realty L.P. are required to file annual,
quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any documents filed by
us at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our filings with the SEC are also available to the public
through the SEC's Internet site at http://www.sec.gov and through the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which Vornado
Realty Trust's common shares and Series A, B and C Preferred Shares are listed.

     We have filed registration statements on Form S-3 with the SEC relating to
the securities covered by this prospectus. This prospectus is a part of the
registration statements and does not contain all of the information in the
registration statements. Whenever a reference is made in this prospectus to a
contract or other document, please be aware that the reference is only a summary
and that you should refer to the exhibits that are a part of the registration
statements for a copy of the contract or other document. You may review a copy
of the registration statements at the SEC's public reference room in Washington,
D.C., as well as through the SEC's Internet site.

     The SEC's rules allow us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document. Any information referred to in this way is
considered part of this prospectus from the date we file that document. Any
reports filed by us with the SEC after the date of this prospectus and before
the date that the offering of the securities by means of this prospectus is
terminated will automatically update and, where applicable, supersede any
information contained in this prospectus or incorporated by reference in this
prospectus.

     Vornado Realty Trust and Vornado Realty L.P. incorporate by reference into
this prospectus the following documents or information filed with the SEC:

          (1) Annual reports of Vornado Realty Trust and Vornado Realty L.P. on
     Forms 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-11954
     and 000-22635);

          (2) Current report on Form 8-K of Vornado Realty Trust dated May 28,
     2003 and filed with the SEC on June 2, 2003 (File No. 001-11954);

          (3) Quarterly reports of Vornado Realty Trust on Form 10-Q for the
     quarters ended March 31, 2003 and June 30, 2003 (File No. 001-11954), filed
     with the SEC on May 8, 2003 and August 8, 2003;

          (4) Quarterly reports of Vornado Realty L.P. on Form 10-Q for the
     quarters ended March 31, 2003 and June 30, 2003 (File No. 000-22685), filed
     with the SEC on May 15, 2003 and August 13, 2003;

          (5) The description of Vornado Realty Trust's common shares contained
     in Vornado Realty Trust's registration statement on Form 8-B (File No.
     001-11954), filed with the SEC on May 10, 1993;

          (6) The description of Vornado Realty Trust's Series A Preferred
     Shares contained in Vornado Realty Trust's registration statement on Form
     8-A (File No. 001-11954), filed with the SEC on April 3, 1997;

          (7) The description of Vornado Realty Trust's Series B Preferred
     Shares contained in Vornado Realty Trust's registration statement on Form
     8-A (File No. 001-11954), filed with the SEC on March 15, 1999;

          (8) The description of Vornado Realty Trust's Series C Preferred
     Shares contained in Vornado Realty Trust's registration statement on Form
     8-A (File No. 001-11954), filed with the SEC on May 19, 1999; and

          (9) All documents filed by Vornado Realty Trust and Vornado Realty
     L.P. under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
     of 1934 after the date of this prospectus and before the termination of
     this offering or after the date of the initial registration statement and
     before effectiveness of the registration statement, except that the
     information referred to in Item 402(a)(8) of Regulation S-K of the SEC is
     not incorporated by reference into this prospectus.

     We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon his or her written or oral
request, a copy of any or all documents referred to above which have been or may
be incorporated by reference into this prospectus, excluding exhibits to those
documents unless they

                                        1

are specifically incorporated by reference into those documents. You can request
those documents from our corporate secretary, 210 Route 4 East, Paramus, New
Jersey 07652, telephone (201) 587-1000.

                         CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING STATEMENTS

     This prospectus, including the documents incorporated by reference in it,
contains forward-looking statements with respect to our financial condition,
results of operations and business. These statements may be made directly in
this document or they may be made part of this document by reference to other
documents filed with the SEC, which is known as "incorporation by reference."
You can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates," "intends," "plans" or similar expressions
in this prospectus or the documents incorporated by reference. Unless the
context otherwise requires or as otherwise specified, references in this
prospectus to "we," "us" or "our" refer to Vornado Realty Trust and its
subsidiaries, including Vornado Realty L.P., except where we make clear that we
mean only the parent company, Vornado Realty Trust.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties. Factors that may cause actual results to differ materially
from those contemplated by the forward-looking statements include, among others,
those listed under the caption "Risk Factors" in this prospectus as well as the
following possibilities:

     - national, regional and local economic conditions;

     - the consequences of any armed conflict involving, or terrorist attack
       against, the United States;

     - our ability to secure adequate insurance;

     - local conditions such as an oversupply of space or a reduction in demand
       for real estate in the area;

     - competition from other available space;

     - whether tenants consider a property attractive;

     - the financial condition of our tenants, including the extent of tenant
       bankruptcies or defaults;

     - whether we are able to pass some or all of any increased operating costs
       we experience through to our tenants;

     - how well we manage our properties;

     - increased interest rates;

     - increases in real estate taxes and other expenses;

     - decreases in market rental rates;

     - the timing and costs associated with property improvements and rentals;

     - changes in taxation or zoning laws;

     - government regulations;

     - Vornado Realty Trust's failure to continue to qualify as a real estate
       investment trust;

     - availability of financing on acceptable terms or at all;

     - potential liability under environmental or other laws or regulations; and

     - general competitive factors.

     Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results, financial condition
and business may differ materially from those expressed in these forward-looking
statements. Many of the factors that will determine these items are beyond our
ability to

                                        2

control or predict. For these statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. You are cautioned not to place undue reliance on
our forward-looking statements, which speak only as of the date of this
prospectus or, if applicable, the date of the applicable document incorporated
by reference.

     All subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section. We do not
undertake any obligation to release publicly any revisions to our
forward-looking statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events. For more
information on the uncertainty of forward-looking statements, see "Risk Factors"
in this prospectus.

                                        3

                                  RISK FACTORS

     An investment in our securities involves risks. You should carefully
consider, among other factors, the matters described below before deciding to
purchase our securities.

REAL ESTATE INVESTMENTS' VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.

  THE VALUE OF REAL ESTATE FLUCTUATES DEPENDING ON CONDITIONS IN THE GENERAL
  ECONOMY AND THE REAL ESTATE BUSINESS. THESE CONDITIONS MAY ALSO LIMIT OUR
  REVENUES AND AVAILABLE CASH.

     The factors that affect the value of our real estate include, among other
things:

     - national, regional and local economic conditions;

     - the consequences of any armed conflict involving, or terrorist attack
       against, the United States;

     - our ability to secure adequate insurance;

     - local conditions such as an oversupply of space or a reduction in demand
       for real estate in the area;

     - competition from other available space;

     - whether tenants consider a property attractive;

     - the financial condition of our tenants, including the extent of tenant
       bankruptcies or defaults;

     - whether we are able to pass some or all of any increased operating costs
       we experience through to tenants;

     - how well we manage our properties;

     - increased interest rates;

     - increases in real estate taxes and other expenses;

     - decreases in market rental rates;

     - the timing and costs associated with property improvements and rentals;

     - changes in taxation or zoning laws;

     - government regulations;

     - Vornado Realty Trust's failure to continue to qualify as a real estate
       investment trust;

     - availability of financing on acceptable terms or at all;

     - potential liability under environmental or other laws or regulations; and

     - general competitive factors.

     The rents we receive and the occupancy levels at our properties may decline
as a result of adverse changes in any of these factors. If our rental revenues
decline, we generally would expect to have less cash available to distribute to
the holders of our securities. In addition, some of our major expenses,
including mortgage payments, real estate taxes and maintenance costs, generally
do not decline when the related rents decline. If rents decline while costs
remain the same, our income and funds available for distribution to our security
holders would decline.

  WE DEPEND ON LEASING SPACE TO TENANTS ON ECONOMICALLY FAVORABLE TERMS AND
  COLLECTING RENT FROM OUR TENANTS, WHO MAY NOT BE ABLE TO PAY.

     Our financial results depend on leasing space in our properties to tenants
on economically favorable terms. In addition, because substantially all of our
income comes from rentals of real property, our income and funds available for
distribution to our security holders will decrease if a significant number of
our tenants cannot pay their rent. If a tenant does not pay its rent, we might
not be able to enforce our rights as landlord without delays

                                        4

and might incur substantial legal costs. For information regarding the
bankruptcy of our tenants, see "--Bankruptcy of tenants may decrease our
revenues and available cash" below.

  BANKRUPTCY OF TENANTS MAY DECREASE OUR REVENUES AND AVAILABLE CASH.

     A number of companies, including some of our tenants, have declared
bankruptcy in recent years, and other tenants may declare bankruptcy or become
insolvent in the future. If a major tenant declares bankruptcy or becomes
insolvent, the rental property where it leases space may have lower revenues and
operational difficulties, and, in the case of our shopping centers, we may have
difficulty leasing the remainder of the affected property. Our leases generally
do not contain restrictions designed to ensure the creditworthiness of our
tenants. As a result, the bankruptcy or insolvency of a major tenant could
result in a lower level of funds from operations available for distribution to
our security holders.

     U.S. Airways Group Inc. leases its headquarters in Washington, D.C. from
us. U.S. Airways has been adversely affected by the downturn in air travel as a
result of the terrorist attacks and economic decline. On August 11, 2002, U.S.
Airways filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
Effective January 1, 2003, we agreed to amend our lease with U.S. Airways at
Crystal City to (a) reduce the tenant's space by 90,732 square feet to 205,600
square feet, (b) reduce the annual escalated rent from $36.00 to $29.75 per
square foot with 2.5% annual base rent escalations, (c) provide the tenant with
up to $1,200,000 of tenant allowances and (d) loan the tenant up to $1,000,000
at 9% per annum for additional tenant improvements which is to be repaid over
the lease term. This lease modification has been approved by the Bankruptcy
Court.

     Stop & Shop leases a number of our retail locations and guarantees the
leases of a number of our former Bradlees retail locations. In February 2003,
Koninklijke Ahold NV, parent of Stop & Shop, announced that it overstated its
2002 and 2001 earnings by at least $500 million and is under investigation by
the U.S. Justice Department and Securities and Exchange Commission. We cannot
predict what effect, if any, this situation may have on Stop & Shop's ability to
satisfy its obligation under the Bradlees guarantees and rent for existing Stop
& Shop leases aggregating approximately $10.5 million per annum.

     The risk that some of our tenants may declare bankruptcy is higher because
of the September 11, 2001 terrorist attacks and the resulting decline in the
economy. This is particularly true for our tenants that are dependent on the air
or travel industries as a primary source of revenue.

  SOME OF OUR POTENTIAL LOSSES MAY NOT BE COVERED BY INSURANCE.

     We carry comprehensive general liability and all risk property insurance
(fire, flood, extended coverage and rental loss insurance) with respect to our
assets and are at risk for financial loss in excess of the policies limits,
which loss could be material.

     Our all risk insurance policies in effect before September 11, 2001 did not
expressly exclude coverage for hostile acts, except for acts of war. Since
September 11, 2001 and prior to the enactment of the Terrorism Risk Insurance
Act of 2002, as described below, insurance companies have for the most part
excluded terrorist acts from coverage in all risk policies. We were generally
unable to obtain all risk insurance that includes coverage for terrorist acts
for policies we renewed during that period for each of our businesses. In 2002,
we obtained $200,000,000 of separate aggregate coverage for terrorist acts for
each of our New York City office, Washington, D.C. office, Retail and
Merchandise Mart businesses and $60,000,000 for our Temperature Controlled
Logistics business.

     Our debt instruments, consisting of mortgage loans secured by our
properties (which are generally non-recourse to us), Vornado Realty L.P.'s
senior unsecured notes due 2007, and our revolving credit agreement, contain
customary covenants requiring us to maintain insurance. There can be no
assurance that the lenders under these instruments in place at that time will
not take the position that since our all risk insurance policies differ from
policies put into effect prior to September 11, 2001 as to coverage for
terrorist acts, there are breaches of these debt instruments that allow the
lenders to declare an event of default and accelerate repayment of debt. In
addition, if lenders insist on coverage for these risks as it existed prior to
September 11, 2001, it could adversely affect our ability to finance and/or
refinance our properties and to expand our portfolio.

                                        5

     On November 26, 2002, the Terrorism Risk Insurance Act of 2002 was signed
into law. Under this new legislation, through 2004 (with a possible extension
through 2005), regulated insurers must offer coverage in their commercial
property and casualty policies (including existing policies) for losses
resulting from defined "acts of terrorism". As a result of the legislation, in
March 2003, we obtained $300 million of per occurrence coverage for Certified
terrorist acts, as defined in the legislation, which includes $60 million for
Non-Certified Acts, for our New York City office and Washington, D.C. office and
$100 million for Non-Certified Acts for our Merchandise Mart businesses.
Additionally, in June 2003 we obtained for our Retail business $500 million of
per occurrence coverage for Certified terrorist acts, as defined in the
legislation, which includes $150 million for Non-Certified Acts. We maintain $60
million of separate aggregate coverage for terrorist acts that we had in 2002
for our Temperature Controlled Logistics businesses (which has been renewed as
of January 1, 2003). Therefore, we are at risk for financial loss in excess of
these limits for terrorist acts as defined by the policies and the legislation,
which loss could be material.

  WE MAY ACQUIRE OR DEVELOP NEW PROPERTIES, AND THIS MAY CREATE RISKS.

     We may acquire or develop properties or acquire other real estate companies
when we believe that an acquisition or development is consistent with our
business strategies. We may not, however, succeed in consummating desired
acquisitions or in completing developments on time or within our budget. We also
might not succeed in leasing newly developed or acquired properties at rents
sufficient to cover their costs of acquisition or development and operations.

     We have experienced rapid growth in recent years, increasing our total
assets from approximately $565,000,000 at December 31, 1996 to approximately
$8,971,580,000 at June 30, 2003. This growth included the acquisition of Charles
E. Smith Commercial Realty L.P. on January 1, 2002 which increased our total
assets as of that date by $2,506,000,000, of which $1,758,000,000 is
attributable to the acquisition of assets and $748,000,000 is attributable to
Charles E. Smith Commercial Realty L.P. becoming a wholly owned subsidiary of
Vornado Realty L.P. and therefore being consolidated rather than accounted for
under the equity method. We may not be able to maintain a similar rate of growth
in the future, or manage our past and any future growth effectively. Our failure
to do so may have a material adverse effect on our financial condition and
results of operations. Difficulties in integrating acquisitions may prove costly
or time-consuming and could divert management's attention.

  WE MAY NOT BE PERMITTED TO DISPOSE OF CERTAIN PROPERTIES OR PAY DOWN THE DEBT
  ASSOCIATED WITH THOSE PROPERTIES WHEN WE MIGHT OTHERWISE DESIRE TO DO SO
  WITHOUT INCURRING ADDITIONAL COSTS.

     As part of an acquisition of a property, we may agree with the seller that
we will not dispose of the acquired properties or reduce the mortgage
indebtedness on them for significant periods of time unless we pay certain of
the resulting tax costs of the seller. These agreements could result in our
holding on to properties that we would otherwise sell and not paying down or
refinancing indebtedness that we would otherwise pay down or refinance.

  IT MAY BE DIFFICULT TO BUY AND SELL REAL ESTATE QUICKLY, AND TRANSFER
  RESTRICTIONS APPLY TO SOME OF OUR MORTGAGED PROPERTIES.

     Equity real estate investments are relatively difficult to buy and sell
quickly. We therefore have limited ability to vary our portfolio promptly in
response to changes in economic or other conditions. Some of our properties are
mortgaged to secure payment of indebtedness. If we were unable to meet our
mortgage payments, the lender could foreclose on the properties and we could
incur a loss. In addition, if we wish to dispose of one or more of the mortgaged
properties, we might not be able to obtain release of the lien on the mortgaged
property. If a lender forecloses on a mortgaged property or if a mortgage lien
prevents us from selling a property, our funds available for distribution to our
security holders could decline. For information relating to the mortgages on our
properties, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" in our annual report
on Form 10-K for the year ended December 31, 2002 and quarterly report on Form
10-Q for the quarter ended June 30, 2003 and the notes to our consolidated
financial statements in the same reports.

                                        6

  A SIGNIFICANT PROPORTION OF OUR PROPERTIES ARE IN THE NEW YORK CITY/NEW JERSEY
  AND WASHINGTON, D.C. METROPOLITAN AREAS AND ARE AFFECTED BY THE ECONOMIC
  CYCLES AND RISKS INHERENT TO THOSE REGIONS.

     During 2002, 86% of our income before gains in sale of real estate and
cumulative effect of change in accounting principle came from properties located
in New Jersey and the New York City and Washington, D.C. metropolitan areas.

     We may continue to concentrate a significant portion of our future
acquisitions in New Jersey and the New York City and Washington, D.C.
metropolitan areas. Like other real estate markets, the real estate markets in
these areas have experienced economic downturns in the past, and we cannot
predict how the current economic conditions will impact these markets in both
the short and long term. Further declines in the economy or a decline in the
real estate markets in these areas could hurt our financial performance and the
value of our properties. The factors affecting economic conditions in these
regions include:

     - business layoffs or downsizing;

     - industry slowdowns;

     - relocations of businesses;

     - changing demographics;

     - increased telecommuting and use of alternative work places;

     - financial performance and productivity of the publishing, advertising,
       financial, technology, retail, insurance and real estate industries;

     - infrastructure quality; and

     - any oversupply of or reduced demand for real estate.

     It is impossible for us to assess the future effects of the current
uncertain trends in the economic and investment climates of the New York
City/New Jersey and Washington, D.C. regions, and more generally of the United
States, on the real estate markets in these areas. If these conditions persist,
they may adversely affect our businesses and future profitability.

  ON JANUARY 1, 2002, WE COMPLETED THE ACQUISITION OF THE 66% INTEREST IN
  CHARLES E. SMITH COMMERCIAL REALTY L.P. THAT WE DID NOT PREVIOUSLY OWN. THE
  TERMS OF THE MERGER RESTRICT OUR ABILITY TO SELL OR OTHERWISE DISPOSE OF, OR
  TO FINANCE OR REFINANCE, THE PROPERTIES FORMERLY OWNED BY CHARLES E. SMITH
  COMMERCIAL REALTY L.P., WHICH COULD RESULT IN OUR INABILITY TO SELL THESE
  PROPERTIES AT AN OPPORTUNE TIME AND INCREASED COSTS TO US.

     We have agreed to restrictions on our ability to sell, finance, refinance
and, in some instances, pay down existing financing on the Charles E. Smith
Commercial Realty L.P. properties for a period of up to 20 years, under a tax
reporting and protection agreement that we entered into at the closing of the
merger. This agreement prohibits us from taking these actions unless Vornado
Realty L.P. also pays the contributing partners based on their tax liabilities
as a result of the sale. These arrangements may significantly reduce our ability
to sell, finance or repay indebtedness secured by the subject properties or
assets.

     In addition, subject to limited exceptions, we are restricted from selling
or otherwise transferring or disposing of certain properties located in the
Crystal City area of Arlington, Virginia or an interest in our division that
manages the majority of our office properties in the Washington, D.C.
metropolitan area, which we refer to as the "Smith Division," for a period of 12
years with respect to certain properties located in the Crystal City area of
Arlington, Virginia or six years with respect to an interest in the Smith
Division. These restrictions, which currently cover approximately 13.0 million
square feet of space, could result in our inability to sell these properties or
an interest in the Smith Division at an opportune time and increased costs to
us.

                                        7

  WE MAY INCUR COSTS TO COMPLY WITH ENVIRONMENTAL LAWS.

     Our operations and properties are subject to various federal, state and
local laws, ordinances and regulations concerning the protection of the
environment, including air and water quality, hazardous substances and health
and safety. Under certain of these environmental laws, a current or previous
owner or operator of real estate may be required to investigate and clean up
hazardous or toxic substances released at a property. The owner or operator may
also be held liable to a governmental entity or to third parties for property
damage or personal injuries and for investigation and clean-up costs incurred by
those parties because of the contamination. These laws often impose liability
without regard to whether the owner or operator knew of the release of the
substances or caused the release. The presence of contamination or the failure
to remediate contamination may impair our ability to sell or lease real estate
or to borrow using the real estate as collateral. Other laws and regulations
govern indoor and outdoor air quality including those that can require the
abatement or removal of asbestos-containing materials in the event of damages,
demolition, renovations or remodeling and also govern emissions of and exposure
to asbestos fibers in the air. The maintenance and removal of lead paint and
certain electrical equipment containing polychlorinated biphenyls (PCBs) and
underground storage tanks are also regulated by federal and state laws. We could
incur fines for environmental compliance and be held liable for the costs of
remedial action with respect to the foregoing regulated substances or tanks or
related claims arising out of environmental contamination or exposure at or from
our properties.

     Each of our properties has been subjected to varying degrees of
environmental assessment at various times. The environmental assessments did not
reveal any material environmental condition. However, identification of new
compliance concerns or undiscovered areas of contamination, changes in the
extent or known scope of contamination, discovery of additional sites, human
exposure to the contamination or changes in cleanup or compliance requirements
could result in significant costs to us.

  REAL ESTATE IS A COMPETITIVE BUSINESS.

     Our business segments -- Office, Retail, Merchandise Mart Properties,
Temperature Controlled Logistics, and Other -- operate in highly competitive
environments. We have a large concentration of properties in the New York City
metropolitan area and in the Washington, D.C. and Northern Virginia area. We
compete with a large number of real estate property owners and developers.
Principal factors of competition are rent charged, attractiveness of location
and quality and breadth of services provided. Our success depends upon, among
other factors, trends of the national and local economies, financial condition
and operating results of current and prospective tenants and customers,
availability and cost of capital, construction and renovation costs, taxes,
governmental regulations, legislation and population trends.

THE TERRORIST ATTACKS OF SEPTEMBER 11, 2001 IN NEW YORK CITY AND THE WASHINGTON,
D.C. AREA MAY ADVERSELY AFFECT THE VALUE OF OUR PROPERTIES AND OUR ABILITY TO
GENERATE CASH FLOW.

  THERE MAY BE A DECREASE IN DEMAND FOR SPACE IN LARGE METROPOLITAN AREAS THAT
  ARE CONSIDERED AT RISK FOR FUTURE TERRORIST ATTACKS, AND THIS DECREASE MAY
  REDUCE OUR REVENUES FROM PROPERTY RENTALS.

     We have significant investments in large metropolitan areas, including the
New York/New Jersey, Washington, D.C. and Chicago metropolitan areas. In the
aftermath of the terrorist attacks, tenants in these areas may choose to
relocate their business to less populated, lower-profile areas of the United
States that are not as likely to be targets of future terrorist activity. This
in turn would trigger a decrease in the demand for space in these areas, which
could increase vacancies in our properties and force us to lease our properties
on less favorable terms. As a result, the value of our properties and the level
of our revenues could decline materially.

  OUR INVESTMENT IN HOTEL PENNSYLVANIA IS DEPENDENT ON THE TRAVEL INDUSTRY AND
  THAT INVESTMENT HAS BEEN AND MAY CONTINUE TO BE IMPACTED SEVERELY BY THE
  TERRORIST ATTACKS AND THE CURRENT ECONOMIC DOWNTURN.

     Our investment in Hotel Pennsylvania is directly dependent on the travel
industry generally and the number of visitors to New York City in particular.
Since September 11, 2001, there has been a substantial decline in travel and
tourism generally, and in particular in New York City. Accordingly, there has
been a significant reduction in

                                        8

occupancy at Hotel Pennsylvania. As a result, revenues generated by this
investment have been impacted severely by that decline, and we expect this
impact on revenues to continue.

ALL OF OUR TEMPERATURE CONTROLLED LOGISTICS WAREHOUSES ARE LEASED TO ONE TENANT,
AND THAT TENANT IS EXPERIENCING OPERATING DIFFICULTIES.

     Vornado Realty L.P. indirectly owns a 60% interest in a partnership, which
we refer to as the "Vornado Crescent Portland Partnership," that owns 88 cold
storage warehouses nationwide with an aggregate of approximately 441.5 million
cubic feet of refrigerated, frozen and dry storage space. The Vornado Crescent
Portland Partnership sold all of the non-real estate assets encompassing the
operations of the temperature controlled business to a new partnership named
AmeriCold Logistics owned 60% by Vornado Operating Company, which we refer to as
"Vornado Operating," and 40% by Crescent Operating Inc. AmeriCold Logistics
leases the underlying temperature controlled warehouses used in this business
from the Vornado Crescent Portland Partnership, which continues to own the real
estate. During 2002, AmeriCold Logistics generated approximately 4.5% of Vornado
Realty Trust's income before gains on sale of real estate and cumulative effect
of change in accounting principle. The leases, as amended, generally have a
15-year term with two five-year renewal options and provide for the payment of
fixed base rent and percentage rent based on revenue AmeriCold Logistics
receives from its customers. The contractual rent for 2002 was $150,000,000. The
landlord's share of annual maintenance capital expenditures is $9,500,000. In
accordance with the leases, AmeriCold Logistics deferred payment of $32,248,000
of 2002 rent due to the landlord, of which our share was $19,349,000 and
$18,505,000 of rent due for the six months ended June 30, 2003, of which our
share was $11,103,000. Based on the joint venture's policy of recognizing rental
income when earned and collection is assured or cash is received, the joint
venture did not recognize this rent in the year ended December 31, 2002 or the
quarter ended June 30, 2003. At June 30, 2003, our share of the joint venture's
total deferred rent receivable from the tenant is $35,452,000. On December 31,
2001, the landlord released the tenant from its obligation to pay $39,812,000 of
rent deferred in 2001 and 2000, of which our share was $23,887,000. This amount
equaled the rent which was not recognized as income by the joint venture and
accordingly had no profit and loss effect to us. On March 7, 2003, AmeriCold
Logistics and the Landlord extended the deferred rent period to December 31,
2004 from December 31, 2003.

     To the extent that the operations of AmeriCold Logistics may affect its
ability to pay rent, including percentage rent due under the leases, we
indirectly bear the risks associated with AmeriCold Logistics' cold storage
business. The cold storage business is extremely competitive. Factors affecting
AmeriCold Logistics' ability to compete include, among others, (a) warehouse
locations, (b) customer mix and (c) availability, quality and price of
additional services.

WE MAY NOT BE ABLE TO OBTAIN CAPITAL TO MAKE INVESTMENTS.

     We depend primarily on external financing to fund the growth of our
business. This is because one of the requirements of the Internal Revenue Code
of 1986, as amended, for a REIT is that it distribute 90% of its net taxable
income, excluding net capital gains, to its shareholders. Our access to debt or
equity financing depends on banks' willingness to lend and on conditions in the
capital markets. We and other companies in the real estate industry have
experienced limited availability of bank loans and capital markets financing
from time to time. Although we believe that we will be able to finance any
investments we wish to make in the foreseeable future, financing other than what
we already have available might not be available on acceptable terms.

     For information about our available sources of funds, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" in our annual report on Form 10-K
for the year ended December 31, 2002 and quarterly report on Form 10-Q for the
quarter ended June 30, 2003 and the notes to the consolidated financial
statements in the same reports.

                                        9

OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO
CONFLICTS OF INTEREST.

  STEVEN ROTH AND INTERSTATE PROPERTIES MAY EXERCISE SUBSTANTIAL INFLUENCE OVER
  US. THEY AND SOME OF OUR OTHER TRUSTEES AND OFFICERS HAVE INTERESTS OR
  POSITIONS IN OTHER ENTITIES THAT MAY COMPETE WITH US.

     As of June 30, 2003, Interstate Properties, a New Jersey general
partnership, and its partners owned approximately 12.9% of the common shares of
Vornado Realty Trust and approximately 27.5% of the common stock of Alexander's,
Inc., and beneficially owned approximately 7.9% of the common stock of Vornado
Operating (approximately 17.0% assuming redemption of 447,017 units of Vornado
Operating L.P., the operating subsidiary of Vornado Operating, that are
beneficially owned by Interstate Properties and redeemable for common stock of
Vornado Operating). Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are
the three partners of Interstate Properties. Mr. Roth is the Chairman of the
Board and Chief Executive Officer of Vornado Realty Trust, the managing general
partner of Interstate Properties, the Chief Executive Officer and a director of
Alexander's and the Chairman of the Board and Chief Executive Officer of Vornado
Operating. Mr. Wight is a trustee of Vornado Realty Trust and is also a director
of both Alexander's and Vornado Operating. Mr. Mandelbaum is a trustee of
Vornado Realty Trust and is also a director of Alexander's.

     As of June 30, 2003, we owned 33.1% of the outstanding common stock of
Alexander's. Alexander's is a REIT engaged in leasing, managing, developing and
redeveloping properties, focusing primarily on the locations where its
department stores operated before they ceased operations in 1992. Alexander's
has six properties, which are located in the New York City metropolitan area.
Mr. Roth and Michael D. Fascitelli, the President and a trustee of Vornado
Realty Trust, are directors of Alexander's. Messrs. Mandelbaum, Richard R. West
and Wight are trustees of Vornado Realty Trust and are also directors of
Alexander's.

     Because of these overlapping interests, Mr. Roth and Interstate Properties
may have substantial influence over Vornado Realty Trust, Alexander's and
Vornado Operating and on the outcome of any matters submitted to Vornado Realty
Trust's, Alexander's or Vornado Operating's shareholders for approval. In
addition, certain decisions concerning our operations or financial structure may
present conflicts of interest among Messrs. Roth, Mandelbaum and Wight and
Interstate Properties and our other security holders. In addition, Mr. Roth and
Interstate Properties may in the future engage in a wide variety of activities
in the real estate business which may result in conflicts of interest with
respect to matters affecting Vornado Realty Trust, Alexander's or Vornado
Operating, such as which of these entities or persons, if any, may take
advantage of potential business opportunities, the business focus of these
entities, the types of properties and geographic locations in which these
entities make investments, potential competition between business activities
conducted, or sought to be conducted, by Vornado Realty Trust, Interstate
Properties, Alexander's and Vornado Operating, competition for properties and
tenants, possible corporate transactions such as acquisitions and other
strategic decisions affecting the future of these entities.

     Vornado Realty Trust currently manages and leases the real estate assets of
Interstate Properties under a management agreement for which Vornado Realty
Trust receives an annual fee equal to 4% of base rent and percentage rent and
certain other commissions. The management agreement has a term of one year and
is automatically renewable unless terminated by either of the parties on 60
days' notice at the end of the term. Vornado Realty Trust earned $1,450,000 of
management fees under the management agreement for the year ended December 31,
2002 and $563,000 for the six months ended June 30, 2003. Because Vornado Realty
Trust and Interstate Properties are controlled by the same persons, as described
above, the terms of the management agreement and any future agreements between
us and Interstate Properties may not be comparable to those we could have
negotiated with an unaffiliated third party.

  WE ENGAGE IN TRANSACTIONS WITH VORNADO OPERATING ON TERMS THAT MAY OR MAY NOT
  BE COMPARABLE TO THOSE WE COULD NEGOTIATE WITH UNAFFILIATED THIRD PARTIES.

     In October 1998, Vornado Operating was spun off from Vornado Realty Trust
in order to own assets that Vornado Realty Trust could not itself own and
conduct activities that Vornado Realty Trust could not itself conduct.

                                        10

     In addition to being trustees of Vornado Realty Trust, Messrs. Roth,
Fascitelli, West and Wight are directors of Vornado Operating. Mr. Roth is also
Chairman of the Board and Chief Executive Officer of Vornado Operating, Mr.
Fascitelli is also President of Vornado Operating, and certain other members of
Vornado Realty Trust's senior management hold corresponding positions with
Vornado Operating.

     Vornado Realty L.P. entered into a $75,000,000 unsecured revolving credit
facility with Vornado Operating that expires on December 31, 2004. Borrowings
under the revolving credit agreement bear interest at LIBOR plus 3%. Vornado
Realty L.P. receives an annual commitment fee equal to 1% on the average daily
unused portion of the facility. Vornado Operating is not required to pay any
amortization under the revolving credit agreement during its term. The revolving
credit agreement prohibits Vornado Operating from incurring indebtedness to
third parties, other than certain purchase money debt and certain other
exceptions, and prohibits Vornado Operating from paying dividends. As of July
31, 2003, there was no outstanding balance under the revolving credit agreement.

     Vornado Realty L.P. and Vornado Operating are parties to an agreement under
which, among other things, (a) Vornado Realty L.P. will offer Vornado Operating,
under certain circumstances, an opportunity to become the lessee of certain real
property owned now or in the future by Vornado Realty L.P. under mutually
satisfactory lease terms and (b) Vornado Operating will not make any real estate
investment or other investments known as REIT-qualified investments unless it
first offers Vornado Realty L.P. the opportunity to make the investment and
Vornado Realty L.P. has rejected that opportunity. Under this agreement, Vornado
Realty L.P. provides Vornado Operating with administrative, corporate,
accounting, financial, insurance, legal, tax, data processing, human resources
and operational services. For these services, Vornado Operating compensates
Vornado Realty L.P. in an amount determined in good faith by Vornado Realty L.P.
as the amount an unaffiliated third party would charge Vornado Operating for
comparable services and reimburses Vornado Realty L.P. for certain costs
incurred and paid to third parties on behalf of Vornado Operating. Under this
agreement, compensation for these services was approximately $330,000, $371,000
and $330,000 for the years ended December 31, 2000, 2001 and 2002, respectively,
and $82,500 for the three months ended June 30, 2003. Vornado Operating and
Vornado Realty L.P. each have the right to terminate this agreement if the other
party is in material default of the agreement or upon 90 days' written notice to
the other party at any time after December 31, 2003. In addition, Vornado Realty
L.P. has the right to terminate this agreement upon a change in control of
Vornado Operating.

     Vornado Operating's restated certificate of incorporation specifies that
one of its corporate purposes is to perform this agreement and, for so long as
the agreement remains in effect, prohibits Vornado Operating from making any
real estate investment or other REIT-qualified investment without first offering
the opportunity to Vornado Realty L.P. in the manner specified in this
agreement.

     We and Vornado Operating may enter into additional transactions in the
future. Because we and Vornado Operating share common senior management and
because a majority of the trustees of Vornado Realty Trust also constitute the
majority of the directors of Vornado Operating, the terms of the foregoing
agreements and any future agreements between us and Vornado Operating may not be
comparable to those we could have negotiated with an unaffiliated third party.

  THERE MAY BE CONFLICTS OF INTEREST BETWEEN ALEXANDER'S, INC. AND US.

     As of June 30, 2003, we owned 33.1% of the outstanding common stock of
Alexander's. Alexander's is a REIT engaged in leasing, managing, developing and
redeveloping properties, focusing primarily on the locations where its
department stores operated before they ceased operations in 1992. Alexander's
has six properties. Interstate Properties, which is further described above,
owned an additional 27.5% of the outstanding common stock of Alexander's as of
June 30, 2003. Mr. Roth, Chairman of the Board and Chief Executive Officer of
Vornado Realty Trust, is Chief Executive Officer and a director of Alexander's,
and Mr. Fascitelli, President and a trustee of Vornado, is President and a
director of Alexander's. Messrs. Mandelbaum, West and Wight, trustees of Vornado
Realty Trust, are also directors of Alexander's. Alexander's common stock is
listed on the New York Stock Exchange under the symbol "ALX."

     At June 30, 2003, Vornado Realty L.P. had loans receivable from Alexander's
of $124,000,000 at an interest rate of 12.48%. These loans mature on the earlier
of January 3, 2006 or the date that Alexander's Lexington
                                        11

Avenue construction loan is repaid in full. Vornado Realty L.P. manages,
develops and leases the Alexander's properties under management and development
agreements and leasing agreements under which Vornado Realty L.P. receives
annual fees from Alexander's. These agreements have a one-year term expiring in
March of each year, except that the Lexington Avenue management and development
agreements have a term lasting until substantial completion of development of
the Lexington Avenue property, and are all automatically renewable. Because
Vornado Realty Trust and Alexander's share common senior management and because
a majority of the trustees of Vornado Realty Trust also constitute the majority
of the directors of Alexander's, the terms of the foregoing agreements and any
future agreements between us and Alexander's may not be comparable to those we
could have negotiated with an unaffiliated third party.

     For a description of Interstate Properties' ownership of Vornado Realty
Trust, Vornado Operating and Alexander's, see "-- Steven Roth and Interstate
Properties may exercise substantial influence over us. They and some of our
other trustees and officers have interests or positions in other entities that
may compete with us" above.

  ARCHSTONE-SMITH TRUST PROVIDES SERVICES TO US UNDER AGREEMENTS THAT WERE NOT
  NEGOTIATED AT ARM'S LENGTH.

     We have agreements with the Archstone-Smith Trust under which we lease
office space to Archstone-Smith Trust and share the cost of certain
office-related services with it that were not negotiated at arms' length. These
agreements were entered into by Charles E. Smith Commercial Realty in 1997,
before our January 1, 2002 acquisition of Charles E. Smith Commercial Realty, at
a time when Mr. Smith and Mr. Kogod were in control of both Charles E. Smith
Commercial Realty and the Charles E. Smith Residential Division of
Archstone-Smith. Mr. Smith and Mr. Kogod, who became members of the board of
trustees of Vornado Realty Trust on January 1, 2002, are also trustees and
shareholders of Archstone-Smith Trust.

OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND
FINANCIAL RISKS.

  EACH OF VORNADO REALTY TRUST AND VORNADO REALTY L.P. DEPENDS ON ITS DIRECT AND
  INDIRECT SUBSIDIARIES' DIVIDENDS AND DISTRIBUTIONS, AND THESE SUBSIDIARIES'
  CREDITORS AND PREFERRED SECURITY HOLDERS ARE ENTITLED TO PAYMENT OF AMOUNTS
  PAYABLE TO THEM BY THE SUBSIDIARIES BEFORE THE SUBSIDIARIES MAY PAY ANY
  DIVIDENDS OR DISTRIBUTIONS TO VORNADO REALTY TRUST AND VORNADO REALTY L.P.

     Substantially all of Vornado Realty Trust's assets consist of partnership
interests in Vornado Realty L.P. Vornado Realty L.P. holds substantially all of
its properties and assets through subsidiaries. Vornado Realty L.P. therefore
depends for substantially all of its cash flow on cash distributions to it by
its subsidiaries and Vornado Realty Trust in turn depends for substantially all
of its cash flow on cash distributions to it by Vornado Realty L.P. The
creditors of each of our direct and indirect subsidiaries are entitled to
payment of that subsidiary's obligations to them, when due and payable, before
that subsidiary may make distributions to Vornado Realty L.P. Thus, Vornado
Realty L.P.'s ability to make distributions to its security holders, including
Vornado Realty Trust and other unit holders of Vornado Realty L.P. and holders
of any debt securities of Vornado Realty L.P., depends on its subsidiaries'
ability first to satisfy their obligations to their creditors and then to make
distributions to Vornado Realty L.P. Likewise, Vornado Realty Trust's ability to
pay dividends to holders of its common and preferred shares depends on Vornado
Realty L.P.'s ability first to satisfy its obligations to its creditors and make
distributions payable to holders of preferred units and then to make
distributions to Vornado Realty Trust.

     Furthermore, the holders of preferred units of Vornado Realty L.P. are
entitled to receive preferred distributions before payment of distributions to
holders of common units of Vornado Realty L.P., including Vornado Realty Trust.
Thus, Vornado Realty Trust's ability to pay dividends to holders of its common
and preferred shares depends on Vornado Realty L.P.'s ability first to satisfy
its obligations to its creditors and make distributions payable to holders of
preferred units and then to make distributions to Vornado Realty Trust. There
are currently 17 series of preferred units of Vornado Realty L.P. not held by
Vornado Realty Trust that have preference over Vornado Realty Trust's common
shares. The total liquidation value of these 17 series of preferred units is
approximately $1,490,184,000.

                                        12

     In addition, Vornado Realty L.P. may participate in any distribution of the
assets of any of Vornado Realty L.P.'s direct or indirect subsidiaries upon the
liquidation, reorganization or insolvency of the subsidiary, and consequently
Vornado Realty L.P. security holders may participate in those assets, only after
the claims of the creditors, including trade creditors, and preferred security
holders, if any, of the subsidiary are satisfied.

     Vornado Realty L.P.'s debt securities are obligations of Vornado Realty
L.P. only, and its subsidiaries are not obligated to pay any amounts due under
the debt securities or to make funds available for those payments in the form of
dividends or advances to Vornado Realty L.P. See "-- We have indebtedness, and
this indebtedness may increase" below for more information about indebtedness of
Vornado Realty L.P.

  WE HAVE INDEBTEDNESS, AND THIS INDEBTEDNESS MAY INCREASE.

     As of June 30, 2003, Vornado Realty L.P. and its wholly-owned subsidiaries
had approximately $4.94 billion in total debt outstanding. Our ratio of total
debt to total enterprise value was 41%. When we say "enterprise value" in the
preceding sentence, we mean market equity value of Vornado Realty Trust plus
debt less cash. In the future, we may incur additional debt, and thus increase
our ratio of total debt to total enterprise value, to finance acquisitions or
property developments. We may review and modify our debt level from time to time
without notice to or any vote of our security holders. Unless otherwise
described in any prospectus supplement relating to debt securities of Vornado
Realty L.P., the indentures and debt securities do not limit our ability to
incur additional debt.

     Except as described in this prospectus under the heading "Description of
Debt Securities of Vornado Realty L.P. -- Mergers and Similar Transactions" or
in any applicable prospectus supplement, the indentures do not contain
provisions that would afford you protection in the event of:

     - a highly leveraged or similar transaction involving Vornado Realty L.P.
       or any of its affiliates;

     - a change of control of Vornado Realty L.P.; or

     - a reorganization, restructuring, merger or similar transaction involving
       Vornado Realty L.P. or Vornado Realty Trust that may adversely affect
       you.

  LOSS OF OUR KEY PERSONNEL COULD HARM OUR OPERATIONS.

     We are dependent on the efforts of Steven Roth, the Chairman of the Board
of Trustees and Chief Executive Officer of Vornado Realty Trust, and Michael D.
Fascitelli, the President of Vornado Realty Trust. While we believe that we
could find replacements for these key personnel, the loss of their services
could harm our operations.

  VORNADO REALTY TRUST MIGHT FAIL TO QUALIFY OR REMAIN QUALIFIED AS A REIT.

     Although we believe that Vornado Realty Trust will remain organized and
will continue to operate so as to qualify as a REIT for federal income tax
purposes, Vornado Realty Trust might fail to remain qualified in this way.
Qualification as a REIT for federal income tax purposes is governed by highly
technical and complex provisions of the Internal Revenue Code for which there
are only limited judicial or administrative interpretations. Vornado's
qualification as a REIT also depends on various facts and circumstances that are
not entirely within our control. In addition, legislation, new regulations,
administrative interpretations or court decisions might significantly change the
tax laws with respect to the requirements for qualification as a REIT or the
federal income tax consequences of qualification as a REIT.

     If, with respect to any taxable year, Vornado fails to maintain its
qualification as a REIT, it could not deduct distributions to shareholders in
computing its taxable income and would have to pay federal income tax on its
taxable income at regular corporate rates. The federal income tax payable would
include any applicable alternative minimum tax. If Vornado had to pay federal
income tax, the amount of money available to distribute to security holders
would be reduced for the year or years involved, and Vornado would no longer be
required to distribute money to shareholders. In addition, Vornado would also be
disqualified from treatment as a REIT for the four taxable years following the
year during which qualification was lost, unless Vornado was entitled to relief

                                        13

under the relevant statutory provisions. Although Vornado currently intends to
operate in a manner designed to allow it to qualify as a REIT, future economic,
market, legal, tax or other considerations may cause it to revoke the REIT
election or fail to qualify as a REIT.

  VORNADO'S CHARTER DOCUMENTS AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO
ACQUIRE VORNADO.

     Generally, for Vornado Realty Trust to maintain its qualification as a REIT
under the Internal Revenue Code, not more than 50% in value of Vornado Realty
Trust's outstanding shares of beneficial interest may be owned, directly or
indirectly, by five or fewer individuals at any time during the last half of
Vornado Realty Trust's taxable year. The Internal Revenue Code defines
"individuals" for purposes of the requirement described in the preceding
sentence to include some types of entities. Under Vornado Realty Trust's Amended
and Restated Declaration of Trust, as amended, no person may own more than 6.7%
of the outstanding common shares or 9.9% of the outstanding preferred shares,
with some exceptions for persons who held common shares in excess of the 6.7%
limit before Vornado Realty Trust adopted the limit and other persons approved
by Vornado Realty Trust's Board of Trustees. These restrictions on
transferability and ownership may delay, deter or prevent a change in control of
Vornado Realty Trust or other transaction that might involve a premium price or
otherwise be in the best interest of the shareholders. We refer to Vornado
Realty Trust's Amended and Restated Declaration of Trust, as amended, as the
"declaration of trust."

     Vornado Realty Trust's Board of Trustees is divided into three classes of
trustees. Trustees of each class are chosen for three-year staggered terms.
Staggered terms of trustees may reduce the possibility of a tender offer or an
attempt to change control of Vornado Realty Trust, even though a tender offer or
change in control might be in the best interest of our shareholders.

     Vornado Realty Trust's declaration of trust authorizes the Board of
Trustees:

     - to cause Vornado Realty Trust to issue additional authorized but unissued
       common shares or preferred shares;

     - to classify or reclassify, in one or more series, any unissued preferred
       shares;

     - to set the preferences, rights and other terms of any classified or
       reclassified shares that Vornado Realty Trust issues; and

     - to increase, without shareholder approval, the number of shares of
       beneficial interest that Vornado may issue.

     The Board of Trustees could establish a series of preferred shares whose
terms could delay, deter or prevent a change in control of Vornado Realty Trust
or other transaction that might involve a premium price or otherwise be in the
best interest of our shareholders, although the Board of Trustees does not now
intend to establish a series of preferred shares of this kind. Vornado Realty
Trust's declaration of trust and bylaws contain other provisions that may delay,
deter or prevent a change in control of Vornado Realty Trust or other
transaction that might involve a premium price or otherwise be in the best
interest of our shareholders.

     Under the Maryland General Corporation Law, as amended, which we refer to
as the "MGCL," as applicable to real estate investment trusts, certain "business
combinations," including certain mergers, consolidations, share exchanges and
asset transfers and certain issuances and reclassifications of equity
securities, between a Maryland real estate investment trust and any person who
beneficially owns ten percent or more of the voting power of the trust's shares
or an affiliate or an associate, as defined in the MGCL, of the trust who, at
any time within the two-year period before the date in question, was the
beneficial owner of ten percent or more of the voting power of the then
outstanding voting shares of beneficial interest of the trust, which we refer to
as an "interested shareholder," or an affiliate of the interested shareholder
are prohibited for five years after the most recent date on which the interested
shareholder becomes an interested shareholder. After that five-year period, any
business combination of these kinds must be recommended by the board of trustees
of the trust and approved by the affirmative vote of at least (a) 80% of the
votes entitled to be cast by holders of outstanding shares of beneficial
interest of the trust and (b) two-thirds of the votes entitled to be cast by
holders of voting shares of the trust other than shares held by the interested
shareholder with whom, or with whose affiliate, the business

                                        14

combination is to be effected, unless, among other conditions, the trust's
common shareholders receive a minimum price, as defined in the MGCL, for their
shares and the consideration is received in cash or in the same form as
previously paid by the interested shareholder for its common shares. The
provisions of the MGCL do not apply, however, to business combinations that are
approved or exempted by the board of trustees of the trust before the interested
shareholder becomes an interested shareholder, and a person is not an interested
shareholder if the board of trustees approved in advance the transaction by
which the person otherwise would have become an interested shareholder. In
approving a transaction, the board may provide that its approval is subject to
compliance, at or after the time of approval, with any terms and conditions
determined by the board. The Vornado board has adopted a resolution exempting
any business combination between any trustee or officer of Vornado Realty Trust,
or their affiliates, and Vornado Realty Trust. As a result, the trustees and
officers of Vornado Realty Trust and their affiliates may be able to enter into
business combinations with Vornado Realty Trust which may not be in the best
interest of shareholders. With respect to business combinations with other
persons, the business combination provisions of the MGCL may have the effect of
delaying, deferring or preventing a change in control of Vornado Realty Trust or
other transaction that might involve a premium price or otherwise be in the best
interest of the shareholders. The business combination statute may discourage
others from trying to acquire control of Vornado Realty Trust and increase the
difficulty of consummating any offer.

THE NUMBER OF SHARES OF VORNADO REALTY TRUST AND THE MARKET FOR THOSE SHARES
GIVE RISE TO VARIOUS RISKS.

  VORNADO REALTY TRUST HAS MANY SHARES AVAILABLE FOR FUTURE SALE, WHICH COULD
  HURT THE MARKET PRICE OF THE SHARES.

     As of July 31, 2003, 27,373,831 of Vornado Realty Trust's common shares
were reserved for issuance upon redemption of Vornado Realty L.P. units. Some of
these shares may be sold in the public market after registration under the
Securities Act under registration rights agreements between Vornado Realty Trust
and some holders of units of Vornado Realty L.P. These shares may also be sold
in the public market under Rule 144 under the Securities Act or other available
exemptions from registration. In addition, Vornado Realty Trust has reserved a
number of common shares for issuance under our employee benefit plans, and these
common shares will be available for sale from time to time. We have awarded
shares of restrictive stock and granted options to purchase additional common
shares to some of our executive officers and employees. We cannot predict the
effect that future sales of Vornado Realty Trust's common shares, or the
perception that sales of common shares could occur, will have on the market
prices of the common shares.

  CHANGES IN MARKET CONDITIONS COULD HURT THE MARKET PRICE OF VORNADO REALTY
  TRUST'S SHARES.

     The value of our shares depends on various market conditions, which may
change from time to time. Among the market conditions that may affect the value
of our shares are the following:

     - the extent of institutional investor interest in Vornado Realty Trust;

     - the reputation of REITs generally and the attractiveness of their equity
       securities in comparison to other equity securities, including securities
       issued by other real estate companies, and fixed income securities
       (including in connection with any possible change in the taxation of
       dividends, as discussed below);

     - our financial condition and performance;

     - prevailing interest rates; and

     - general financial market conditions.

     In particular, the Jobs and Growth Tax Relief and Reconciliation Act of
2003 which was signed into law by President Bush on May 28, 2003 provides
favorable income tax rates for certain corporate dividends received by
individuals through December 31, 2008. Under the Act, REIT dividends are not
eligible for the preferential rates applicable to dividends unless the dividends
are attributable to income that has been subject to corporate-level tax. As a
result, substantially all of the distributions paid on our shares are not
expected to qualify for such lower

                                        15

rates. This Act could cause stock in non-REIT corporations to be more attractive
to investors than stock in REITs, which may negatively affect the value of and
the market for our shares.

     In addition, the stock market in recent years has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to
the operating performance of companies.

  INCREASED MARKET INTEREST RATES MAY HURT THE VALUE OF OUR SHARES.

     We believe that investors consider the distribution rate on REIT shares,
expressed as a percentage of the price of the shares, relative to market
interest rates as an important factor in deciding whether to buy or sell the
shares. If market interest rates go up, prospective purchasers of REIT shares
may expect a higher distribution rate. Higher interest rates would not, however,
result in more funds for us to distribute and, in fact, would likely increase
our borrowing costs and might decrease our funds available for distribution.
Thus, higher market interest rates could cause the market price of our shares to
decline.

                  VORNADO REALTY TRUST AND VORNADO REALTY L.P.

     Vornado Realty Trust is a fully-integrated real estate investment trust
organized under the laws of Maryland. Vornado Realty Trust conducts its business
through, and substantially all of its interests in properties are held by,
Vornado Realty L.P. Vornado Realty Trust is the sole general partner of, and
owned approximately 81% of the common limited partnership interest in, Vornado
Realty L.P. as of June 30, 2003.

     Vornado Realty Trust, through Vornado Realty L.P., currently owns directly
or indirectly:

     - Office Properties:

      - all or portions of 76 office properties in the New York City
        metropolitan area (primarily Manhattan) and in the Washington, D.C. and
        Northern Virginia area aggregating approximately 27.7 million square
        feet;

     - Retail Properties:

      - 62 retail center properties in six states and Puerto Rico aggregating
        approximately 12.5 million square feet, including 1.8 million square
        feet built by tenants on land leased from Vornado;

     - Merchandise Mart Properties:

      - the Merchandise Mart Properties portfolio containing approximately 8.6
        million square feet, including the 3.4 million square foot Merchandise
        Mart in Chicago;

     - Temperature Controlled Logistics:

      - a 60% interest in the Vornado Crescent Portland Partnership that owns 88
        cold storage warehouses nationwide with an aggregate of approximately
        441.5 million cubic feet of refrigerated space leased to AmeriCold
        Logistics;

     - Other Real Estate Investments:

      - 33.1% of the outstanding common stock of Alexander's, Inc.;

      - the Hotel Pennsylvania in New York City consisting of a hotel portion
        containing 1,000,000 square feet with 1,700 rooms and a commercial
        portion containing 400,000 square feet of retail and office space;

      - a 22.6% interest in The Newkirk Master Limited Partnership, which owns
        office, retail and industrial properties and various debt interests in
        those properties;

      - eight dry warehouse/industrial properties in New Jersey containing
        approximately 2.0 million square feet; and

      - other investments including interests in other real estate, marketable
        securities and loans and rates receivable.

                                        16

     Our principal executive offices are located at 888 Seventh Avenue, New
York, New York 10019, and our telephone number is (212) 894-7000.

                         RATIOS OF EARNINGS TO COMBINED
                     FIXED CHARGES AND PREFERENCE DIVIDENDS

     Vornado Realty Trust's consolidated ratio of earnings to combined fixed
charges and preference dividends for each of the fiscal years ended December 31,
1998, 1999, 2000, 2001 and 2002 and the three-month period ended June 30, 2003
are as follows:

                                                YEAR ENDED DECEMBER 31,
                                            --------------------------------   THREE MONTHS ENDED
                                            1998   1999   2000   2001   2002     JUNE 30, 2003
                                            ----   ----   ----   ----   ----   ------------------
                                                             
Ratio of earnings to combined fixed
  charges and preference dividends
  (unaudited).............................  1.88   1.73   1.62   1.68   1.68          2.03

     For purposes of calculating these ratios, (a) earnings represent income
from continuing operations before income taxes, plus fixed charges, and (b)
fixed charges represent interest expense on all indebtedness, including
amortization of deferred debt issuance costs, and the portion of operating lease
rental expense that management considers representative of the interest factor,
which is one-third of operating lease rentals.

                                USE OF PROCEEDS

     Vornado Realty Trust is required by the terms of the partnership agreement
of Vornado Realty L.P. to contribute the net proceeds of any sale of common
shares, preferred shares or depositary shares to Vornado Realty L.P. in exchange
for additional units or preferred units, as the case may be. As will be more
fully described in the applicable prospectus supplement, Vornado Realty Trust
and Vornado Realty L.P. intend to use the net proceeds from the sale of
securities for general trust or partnership purposes or other uses. These other
uses may include, among others, the funding of an acquisition or the repayment
of indebtedness.

                                        17

             DESCRIPTION OF DEBT SECURITIES OF VORNADO REALTY L.P.

     Please note that in this section entitled "Description of Debt Securities
of Vornado Realty L.P.," references to Vornado Realty L.P., "we", "our" and "us'
refer only to Vornado Realty L.P. and not to its subsidiaries or Vornado Realty
Trust unless the context requires otherwise. Also, in this section, references
to "holders" mean those who own debt securities registered in their own names,
on the books that we or the trustee maintain for this purpose, and not those who
own beneficial interests in debt securities registered in street name or in debt
securities issued in book-entry form through one or more depositaries. Owners of
beneficial interests in the debt securities should read the section below
entitled "Legal Ownership and Book-Entry Issuance."

DEBT SECURITIES MAY BE SENIOR OR SUBORDINATED

     We may issue senior or subordinated debt securities. Neither the senior
debt securities nor the subordinated debt securities will be secured by any
property or assets of Vornado Realty Trust or any of its subsidiaries, including
Vornado Realty L.P. Thus, by owning a debt security, you are an unsecured
creditor of Vornado Realty L.P.

     Neither any limited or general partner of Vornado Realty L.P., including
Vornado Realty Trust, nor any principal, shareholder, officer, director, trustee
or employee of any limited or general partner of Vornado Realty L.P. or of any
successor of any limited or general partner of Vornado Realty L.P. has any
obligation for payment of debt securities or for any of Vornado Realty L.P.'s
obligations, covenants or agreements contained in the debt securities or the
applicable indenture. By accepting the debt securities, you waive and release
all liability of this kind. The waiver and release are part of the consideration
for the issuance of debt securities.

     The senior debt securities will be issued under our senior debt indenture
described below and will rank equally with all of our other unsecured and
unsubordinated debt.

     The subordinated debt securities will be issued under our subordinated debt
indenture described below and will be subordinate in right of payment to all of
our "senior indebtedness," as defined in the subordinated debt indenture. The
prospectus supplement for any series of subordinated debt securities or the
information incorporated in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of our most
recent fiscal quarter. As of July 31, 2003, $542,892,333 or 100% of Vornado
Realty L.P.'s total indebtedness constituted senior indebtedness. Neither
indenture limits Vornado Realty L.P.'s ability to incur additional senior
indebtedness, unless otherwise described in the prospectus supplement relating
to any series of debt securities. Vornado Realty L.P.'s senior indebtedness is,
and any additional senior indebtedness will be, structurally subordinate to the
indebtedness of Vornado Realty L.P.'s subsidiaries. See -- Vornado Realty L.P.'s
Debt Securities Are Structurally Subordinated to Indebtedness of Vornado Realty
L.P.'s Subsidiaries below.

     When we refer to "debt securities" in this prospectus, we mean both the
senior debt securities and the subordinated debt securities.

THE SENIOR DEBT INDENTURE AND THE SUBORDINATED DEBT INDENTURE

     The senior debt securities and the subordinated debt securities are each
governed by a document called an indenture -- the senior debt indenture, in the
case of the senior debt securities, and the subordinated debt indenture, in the
case of the subordinated debt securities. Each indenture is a contract between
Vornado Realty L.P. and The Bank of New York, which will initially act as
trustee. The indentures are substantially identical, except for the provisions
relating to subordination, which are included only in the subordinated debt
indenture.

                                        18

     The trustee under each indenture has two main roles:

     - First, the trustee can enforce your rights against us if we default.
       There are some limitations on the extent to which the trustee acts on
       your behalf, which we describe later under "-- Default, Remedies and
       Waiver of Default."

     - Second, the trustee performs administrative duties for us, such as
       sending interest payments and notices.

     See "-- Our Relationship with the Trustee" below for more information about
the trustee.

     When we refer to the indenture or the trustee with respect to any debt
securities, we mean the indenture under which those debt securities are issued
and the trustee under that indenture.

WE MAY ISSUE MANY SERIES OF DEBT SECURITIES

     We may issue as many distinct series of debt securities under either debt
indenture as we wish. This section of the prospectus summarizes terms of the
securities that apply generally to all series. The provisions of each indenture
allow us not only to issue debt securities with terms different from those of
debt securities previously issued under that indenture, but also to "reopen" a
previous issue of a series of debt securities and issue additional debt
securities of that series. We will describe most of the financial and other
specific terms of a series, whether it be a series of the senior debt securities
or subordinated debt securities, in the prospectus supplement accompanying this
prospectus. Those terms may vary from the terms described here.

     As you read this section of the prospectus, please remember that the
specific terms of your debt security will be described in the accompanying
prospectus supplement and, if applicable, modify or replace the general terms
described in this section. If there are any differences between your prospectus
supplement and this prospectus, your prospectus supplement will control. Thus,
the statements we make in this section may not apply to your debt security.

     When we refer to a series of debt securities, we mean a series issued under
the applicable indenture. When we refer to your prospectus supplement, we mean
the prospectus supplement describing the specific terms of the debt security you
purchase. The terms used in your prospectus supplement have the meanings
described in this prospectus, unless otherwise specified.

AMOUNTS THAT WE MAY ISSUE

     Neither indenture limits the aggregate amount of debt securities that we
may issue or the number of series or the aggregate amount of any particular
series. We may issue debt securities and other securities in amounts that exceed
the total amount specified on the cover of this prospectus up to the aggregate
amount authorized by Vornado Realty L.P. for each series, at any time without
your consent and without notifying you.

     The indentures and the debt securities do not limit our ability to incur
other indebtedness or to issue other securities, unless otherwise described in
the prospectus supplement relating to any series of debt securities. Also, we
are not subject to financial or similar restrictions by the terms of the debt
securities, unless otherwise described in the prospectus supplement relating to
any series of debt securities.

PRINCIPAL AMOUNT, STATED MATURITY AND MATURITY

     The principal amount of a debt security means the principal amount payable
at its stated maturity, unless that amount is not determinable, in which case
the principal amount of a debt security is its face amount. Any debt securities
owned by us or any of our affiliates are not deemed to be outstanding for
certain determinations under the indenture.

     The term "stated maturity" with respect to any debt security means the day
on which the principal amount of the debt security is scheduled to become due.
The principal may become due sooner, by reason of redemption or acceleration
after a default or otherwise in accordance with the terms of the debt security.
The day on which

                                        19

the principal actually becomes due, whether at the stated maturity or earlier,
is called the "maturity" of the principal.

     We also use the terms "stated maturity" and "maturity" to refer to the days
when other payments become due. For example, we refer to a regular interest
payment date when an installment of interest is scheduled to become due as the
"stated maturity" of that installment.

     When we refer to the "stated maturity" or the "maturity" of a debt security
without specifying a particular payment, we mean the stated maturity or
maturity, as the case may be, of the principal.

VORNADO REALTY L.P.'S DEBT SECURITIES ARE STRUCTURALLY SUBORDINATED TO
INDEBTEDNESS OF VORNADO REALTY L.P.'S SUBSIDIARIES

     Because our assets consist principally of interests in the subsidiaries
through which we own our properties and conduct our businesses, our right to
participate as an equity holder in any distribution of assets of any of our
subsidiaries upon the subsidiary's liquidation or otherwise, and thus the
ability of our security holders to benefit from the distribution, is junior to
creditors of the subsidiary, except to the extent that any claims we may have as
a creditor of the subsidiary are recognized. Furthermore, because some of our
subsidiaries are partnerships in which we are a general partner, we may be
liable for their obligations. We may also guarantee some obligations of our
subsidiaries. Any liability we may have for our subsidiaries' obligations could
reduce our assets that are available to satisfy our direct creditors, including
investors in our debt securities.

THIS SECTION IS ONLY A SUMMARY

     The indentures and their associated documents, including your debt
security, contain the full legal text of the matters described in this section
and your prospectus supplement. We have filed forms of the indentures with the
SEC as exhibits to our registration statements. See "Available Information"
above for information on how to obtain copies of them.

     This section and your prospectus supplement summarize all the material
terms of the indentures and your debt security. They do not, however, describe
every aspect of the indentures and your debt security. For example, in this
section and your prospectus supplement, we use terms that have been given
special meaning in the indentures, but we describe the meaning for only the more
important of those terms.

GOVERNING LAW

     The indentures and the debt securities will be governed by New York law.

CURRENCY OF DEBT SECURITIES

     Amounts that become due and payable on a debt security in cash will be
payable in a currency, currencies or currency units specified in the
accompanying prospectus supplement. We refer to this currency, currencies or
currency units as a "specified currency." The specified currency for a debt
security will be U.S. dollars, unless your prospectus supplement states
otherwise. Some debt securities may have different specified currencies for
principal and interest. You will have to pay for your debt securities by
delivering the requisite amount of the specified currency for the principal to
us or the underwriters, agents or dealers that we name in your prospectus
supplement, unless other arrangements have been made between you and us or you
and that firm. We will make payments on a debt security in the specified
currency, except as described below in "-- Payment Mechanics for Debt
Securities."

FORM OF DEBT SECURITIES

     We will issue each debt security in global -- i.e., book-entry -- form
only, unless we specify otherwise in the applicable prospectus supplement. Debt
securities in book-entry form will be represented by a global security
registered in the name of a depositary, which will be the holder of all the debt
securities represented by that global security. Those who own beneficial
interests in a global debt security will do so through participants in the
depositary's securities clearance system, and the rights of these indirect
owners will be governed solely by the

                                        20

applicable procedures of the depositary and its participants. We describe
book-entry securities below under "Legal Ownership and Book-Entry Issuance."

     In addition, we will issue each debt security in fully registered form,
without coupons.

TYPES OF DEBT SECURITIES

     We may issue any of the following types of senior debt securities or
subordinated debt securities:

  FIXED RATE DEBT SECURITIES

     A debt security of this type will bear interest at a fixed rate described
in your prospectus supplement. This type includes zero coupon debt securities,
which bear no interest and are instead issued at a price usually significantly
lower than the principal amount. See "-- Original Issue Discount Debt
Securities" below for more information about zero coupon and other original
issue discount debt securities.

     Each fixed rate debt security, except any zero coupon debt security, will
bear interest from its original issue date or from the most recent date to which
interest on the debt security has been paid or made available for payment.
Interest will accrue on the principal of a fixed rate debt security at the fixed
yearly rate stated in the applicable prospectus supplement, until the principal
is paid or made available for payment or the debt security is exchanged. Each
payment of interest due on an interest payment date or the date of maturity will
include interest accrued from and including the last date to which interest has
been paid, or made available for payment, or from the issue date if none has
been paid or made available for payment, to but excluding the interest payment
date or the date of maturity. We will compute interest on fixed rate debt
securities on the basis of a 360-day year of twelve 30-day months. We will pay
interest on each interest payment date and at maturity as described below under
"-- Payment Mechanics for Debt Securities."

  FLOATING RATE DEBT SECURITIES

     A debt security of this type will bear interest at rates that are
determined by reference to an interest rate formula. In some cases, the rates
may also be adjusted by adding or subtracting a spread or multiplying by a
spread multiplier and may be subject to a minimum rate or a maximum rate. If a
debt security is a floating rate debt security, the formula and any adjustments
that apply to the interest rate will be specified in the applicable prospectus
supplement.

     Each floating rate debt security will bear interest from its original issue
date or from the most recent date to which interest on the debt security has
been paid or made available for payment. Interest will accrue on the principal
of a floating rate debt security at the yearly rate determined according to the
interest rate formula stated in the applicable prospectus supplement, until the
principal is paid or made available for payment or the security is exchanged. We
will pay interest on each interest payment date and at maturity as described
below under "-- Payment Mechanics for Debt Securities."

     Calculation of Interest.  Calculations relating to floating rate debt
securities will be made by the calculation agent, an institution that we appoint
as our agent for this purpose. The prospectus supplement for a particular
floating rate debt security will name the institution that we have appointed to
act as the calculation agent for that debt security as of its original issue
date. We may appoint a different institution to serve as calculation agent from
time to time after the original issue date of the debt security without your
consent and without notifying you of the change.

     For each floating rate debt security, the calculation agent will determine,
on the corresponding interest calculation or determination date, as described in
the applicable prospectus supplement, the interest rate that takes effect on
each interest reset date. In addition, the calculation agent will calculate the
amount of interest that has accrued during each interest period -- i.e., the
period from and including the original issue date, or the last date to which
interest has been paid or made available for payment, to but excluding the
payment date. For each interest period, the calculation agent will calculate the
amount of accrued interest by multiplying the face or other specified amount of
the floating rate debt security by an accrued interest factor for the interest
period. This factor will equal the sum of the interest factors calculated for
each day during the interest period. The interest factor for

                                        21

each day will be expressed as a decimal and will be calculated by dividing the
interest rate, also expressed as a decimal, applicable to that day by 360 or by
the actual number of days in the year, as specified in the applicable prospectus
supplement.

     Upon the request of the holder of any floating rate debt security, the
calculation agent will provide for that debt security the interest rate then in
effect -- and, if determined, the interest rate that will become effective on
the next interest reset date. The calculation agent's determination of any
interest rate, and its calculation of the amount of interest for any interest
period, will be final and binding in the absence of manifest error.

     All percentages resulting from any calculation relating to a debt security
will be rounded upward or downward, as appropriate, to the next higher or lower
one hundred-thousandth of a percentage point, e.g., 9.876541% (or .09876541)
being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being
rounded up to 9.87655% (or .0987655). All amounts used in or resulting from any
calculation relating to a floating rate debt security will be rounded upward or
downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or
to the nearest corresponding hundredth of a unit, in the case of a currency
other than U.S. dollars, with one-half cent or one-half of a corresponding
hundredth of a unit or more being rounded upward.

     In determining the base rate that applies to a floating rate debt security
during a particular interest period, the calculation agent may obtain rate
quotes from various banks or dealers active in the relevant market, as described
in the applicable prospectus supplement. Those reference banks and dealers may
include the calculation agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of the relevant
floating rate debt securities and its affiliates.

  INDEXED DEBT SECURITIES

     A debt security of this type provides that the principal amount payable at
its maturity, and the amount of interest payable on an interest payment date,
will be determined by reference to:

     - securities of one or more issuers;

     - one or more currencies;

     - one or more commodities;

     - any other financial, economic or other measure or instrument, including
       the occurrence or non-occurrence of any event or circumstance; or

     - one or more indices or baskets of the items described above.

     If you are a holder of an indexed debt security, you may receive an amount
at maturity that is greater than or less than the face amount of your debt
security depending upon the value of the applicable index at maturity. The value
of the applicable index will fluctuate over time.

     If you purchase an indexed debt security, your prospectus supplement will
include information about the relevant index and about how amounts that are to
become payable will be determined by reference to the price or value of that
index. The prospectus supplement will also identify the calculation agent that
will calculate the amounts payable with respect to the indexed debt security and
may exercise significant discretion in doing so.

ORIGINAL ISSUE DISCOUNT DEBT SECURITIES

     A fixed rate debt security, a floating rate debt security or an indexed
debt security may be an original issue discount debt security. A debt security
of this type is issued at a price lower than its principal amount and provides
that, upon redemption or acceleration of its maturity, an amount less than its
principal amount will be payable. An original issue discount debt security may
be a zero coupon debt security. A debt security issued at a discount to its
principal may, for U.S. federal income tax purposes, be considered an original
issue discount debt security, regardless of the amount payable upon redemption
or acceleration of maturity. The U.S. federal income tax consequences of owning
an original issue discount debt security may be described in the applicable
prospectus supplement.

                                        22

INFORMATION IN THE PROSPECTUS SUPPLEMENT

     A prospectus supplement will describe the specific terms of a particular
series of debt securities, which will include some or all of the following:

     - the title of the debt securities;

     - whether they are senior debt securities or subordinated debt securities;

     - any limit on the aggregate principal amount of the debt securities of the
       same series;

     - the person to whom any interest on any debt security of the series will
       be payable, if other than the person in whose name the debt security is
       registered at the close of business on the regular record date;

     - the stated maturity;

     - the specified currency, currencies or currency units for principal and
       interest, if not U.S. dollars;

     - the price at which we originally issue the debt securities, expressed as
       a percentage of the principal amount, and the original issue date;

     - whether the debt securities are fixed rate debt securities, floating rate
       debt securities or indexed debt securities;

     - if the debt securities are fixed rate debt securities, the yearly rate at
       which the debt securities will bear interest, if any, and the interest
       payment dates;

     - the regular record date for any interest payable on any interest payment
       date;

     - the place or places where the principal of, premium, if any, and interest
       on the debt securities will be payable;

     - the denominations in which the debt securities will be issuable, if other
       than denominations of $1,000 and any integral multiple of $1,000;

     - if the debt securities are floating rate debt securities, the interest
       rate basis; any applicable index currency or maturity, spread or spread
       multiplier or initial, maximum or minimum rate; the interest reset,
       determination, calculation and payment dates; the day count used to
       calculate interest payments for any period; and the calculation agent;

     - any index or formula used to determine the amount of payments of
       principal of and any premium and interest on the debt securities;

     - if the debt securities may be exchanged for common or preferred shares of
       Vornado Realty Trust, the terms on which exchange may occur, including
       whether exchange is mandatory, at the option of the holder or at our
       option, the period during which exchange may occur, the initial exchange
       rate and the circumstances or manner in which the amount of common or
       preferred shares issuable upon exchange may be adjusted or calculated
       according to the market price of Vornado Realty Trust common or preferred
       shares;

     - if the debt securities are also original issue discount debt securities,
       the yield to maturity;

     - if other than the principal amount, the portion of the principal amount
       of the debt securities of the series which will be payable upon
       acceleration of the maturity of the debt securities;

     - if applicable, the circumstances under which the debt securities may be
       mandatorily redeemed by us, redeemed at our option or repaid at the
       holder's option before the stated maturity, including any redemption
       commencement date, repayment date(s), redemption price(s) and redemption
       period(s);

     - if the principal amount of the debt securities which will be payable at
       the maturity of the debt securities will not be determinable as of any
       date before maturity, the amount which will be deemed to be the
       outstanding principal amount of the debt securities;

                                        23

     - the applicability of any provisions described under "-- Defeasance and
       Covenant Defeasance";

     - the depositary for the debt securities, if other than DTC, and any
       circumstances under which the holder may request securities in non-global
       form;

     - the applicability of any provisions described under "-- Default, Remedies
       and Waiver of Default";

     - any additional covenants applicable to the debt securities and any
       elimination of or modification to the covenants described under
       "-- Covenants";

     - the names and duties of any co-trustees, depositaries, authenticating
       agents, paying agents, transfer agents or registrars for the debt
       securities;

     - the U.S. federal income tax consequences to holders of fixed rate debt
       securities that are zero coupon or original issue discount debt
       securities, floating rate debt securities, indexed debt securities or
       original discount debt securities; and

     - any other terms of the debt securities, which could be different from
       those described in this prospectus.

REDEMPTION AND REPAYMENT

     Unless otherwise indicated in the applicable prospectus supplement, a debt
security will not be entitled to the benefit of any sinking fund -- that is, we
will not deposit money on a regular basis into any separate custodial account to
repay the debt securities. In addition, we will not be entitled to redeem a debt
security before its stated maturity unless the prospectus supplement specifies a
redemption commencement date. You will not be entitled to require us to buy a
debt security from you before its stated maturity unless your prospectus
supplement specifies one or more repayment dates.

     If your applicable prospectus supplement specifies a redemption
commencement date or a repayment date, it will also specify one or more
redemption prices or repayment prices, which may be expressed as a percentage of
the principal amount of the debt security. It may also specify one or more
redemption periods during which the redemption prices relating to a redemption
of debt securities during those periods will apply.

     If we redeem less than all the debt securities of any series, we will, at
least 60 days before the redemption date set by us or any shorter period that is
satisfactory to the trustee, notify the trustee of the redemption date, of the
principal amount of debt securities to be redeemed and if applicable, of the
tenor of the debt securities to be redeemed. The trustee will select from the
outstanding securities of the series the particular debt securities to be
redeemed not more than 60 days before the redemption date. This procedure will
not apply to any redemption of a single debt security.

     If your prospectus supplement specifies a redemption commencement date, the
debt security will be redeemable at our option at any time on or after that date
or at a specified time or times. If we redeem the debt security, we will do so
at the specified redemption price, together with interest accrued to the
redemption date. If different prices are specified for different redemption
periods, the price we pay will be the price that applies to the redemption
period during which the debt security is redeemed.

     If your prospectus supplement specifies a repayment date, the debt security
will be repayable at the holder's option on the specified repayment date at the
specified repayment price, together with interest accrued to the repayment date.

     If we exercise an option to redeem any debt security, we will give to the
holder written notice of the principal amount of the debt security to be
redeemed, not less than 30 days nor more than 60 days before the applicable
redemption date. We will give the notice in the manner described below in
"-- Notices."

     If a debt security represented by a global debt security is subject to
repayment at the holder's option, the depositary or its nominee, as the holder,
will be the only person that can exercise the right to repayment. Any indirect
owners who own beneficial interests in the global debt security and wish to
exercise a repayment right must give proper and timely instructions to their
banks or brokers through which they hold their interests, requesting that they
notify the depositary to exercise the repayment right on their behalf. Different
firms have

                                        24

different deadlines for accepting instructions from their customers, and you
should take care to act promptly enough to ensure that your request is given
effect by the depositary before the applicable deadline for exercise.

     Street name and other indirect owners should contact their banks or brokers
for information about how to exercise a repayment right in a timely manner.

     We or our affiliates may purchase debt securities from investors who are
willing to sell from time to time, either in the open market at prevailing
prices or in private transactions at negotiated prices. Debt securities that we
or they purchase may, at our discretion, be held, resold or canceled.

MERGERS AND SIMILAR TRANSACTIONS

     We are generally permitted to merge or consolidate with another entity. We
are also permitted to sell our assets substantially as an entirety to another
entity. With regard to any series of debt securities, however, unless otherwise
indicated in the applicable prospectus supplement, we may not take any of these
actions unless all the following conditions are met:

     - If the successor entity in the transaction is not Vornado Realty L.P.,
       the successor entity must be a corporation, partnership or trust
       organized under the laws of the United States, any state in the United
       States or the District of Columbia and must expressly assume our
       obligations under the debt securities of that series and the indenture
       with respect to that series.

     - Immediately after giving effect to the transaction, no default under the
       debt securities of that series has occurred and is continuing. For this
       purpose, "default under the debt securities of that series" means an
       event of default with respect to that series or any event that would be
       an event of default with respect to that series if the requirements for
       giving us a default notice and for our default having to continue for a
       specific period of time were disregarded. We describe these matters below
       under "-- Default, Remedies and Waiver of Default."

     - We or any successor entity, as the case may be, must take such steps as
       will be necessary to secure the debt securities of that series equally
       and ratably with or senior to all new indebtedness if, as a result of the
       transaction, properties or assets of Vornado Realty L.P. would become
       subject to a mortgage, pledge, lien, security interest or other
       encumbrance which would not be permitted by the applicable indenture.

     - We have delivered to the trustee an officers' certificate and opinion of
       counsel, each stating that the transaction complies in all respects with
       the indenture.

     If the conditions described above are satisfied with respect to the debt
securities of any series, we will not need to obtain the approval of the holders
of those debt securities in order to merge or consolidate or to sell our assets.
Also, these conditions will apply only if we wish to merge or consolidate with
another entity or sell our assets substantially as an entirety to another
entity. We will not need to satisfy these conditions if we enter into other
types of transactions, including any transaction in which we acquire the stock
or assets of another entity, any transaction that involves a change of control
of Vornado Realty L.P. or Vornado Realty Trust but in which Vornado Realty L.P.
does not merge or consolidate and any transaction in which we sell less than
substantially all our assets.

SUBORDINATION PROVISIONS

     Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit us from making
payments on those securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior debt, as defined in the
subordinated debt indenture, including all debt securities we have issued and
will issue under the senior debt indenture.

     The subordinated debt indenture defines "senior debt" as the principal of
and premium, if any, and interest on all indebtedness of Vornado Realty L.P.,
other than the subordinated debt securities, whether outstanding on

                                        25

the date of the indenture or thereafter created, incurred or assumed, which is
(a) for money borrowed, (b) evidenced by a note or similar instrument given in
connection with the acquisition of any businesses, properties or assets of any
kind or (c) obligations of Vornado Realty L.P. as lessee under leases required
to be capitalized on the balance sheet of the lessee under generally accepted
accounting principles or leases of property or assets made as part of any sale
and lease-back transaction to which Vornado Realty L.P. is a party. For the
purpose of this definition, "interest" includes interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to
Vornado Realty L.P. to the extent that the claim for post-petition interest is
allowed in the proceeding. Also for the purpose of this definition,
"indebtedness of Vornado Realty L.P." includes indebtedness of others guaranteed
by Vornado Realty L.P. and amendments, renewals, extensions, modifications and
refundings of any indebtedness or obligation of the kinds described in the first
sentence of this paragraph. However, "indebtedness of Vornado Realty L.P." for
the purpose of this definition does not include any indebtedness or obligation
if the instrument creating or evidencing the indebtedness or obligation, or
under which the indebtedness or obligation is outstanding, provides that the
indebtedness or obligation is not superior in right of payment to the
subordinated debt securities.

     The subordinated debt indenture provides that, unless all principal of and
any premium or interest on the senior debt has been paid in full, no payment or
other distribution may be made in respect of any subordinated debt securities in
the following circumstances:

     - in the event of any insolvency or bankruptcy proceedings, or any
       receivership, liquidation, reorganization or other similar proceeding
       involving Vornado Realty L.P. or its assets;

     - in the event of any liquidation, dissolution or other winding up of
       Vornado Realty L.P., whether voluntary or involuntary and whether or not
       involving insolvency or bankruptcy;

     - in the event of any assignment for the benefit of creditors or any other
       marshalling of assets and liabilities of Vornado Realty L.P.;

     - if any subordinated debt securities of Vornado Realty L.P. have been
       declared due and payable before their stated maturity; or

     - (a) in the event and during the continuation of any default in the
       payment of principal, premium or interest on any senior debt beyond any
       applicable grace period or if any event of default with respect to any
       senior debt of Vornado Realty L.P. has occurred and is continuing,
       permitting the holders of that senior debt of Vornado Realty L.P. or a
       trustee to accelerate the maturity of that senior debt, unless the event
       of default has been cured or waived or ceased to exist and any related
       acceleration has been rescinded, or (b) if any judicial proceeding is
       pending with respect to a payment default or an event of default
       described in (a).

     If the trustee under the subordinated debt indenture or any holders of the
subordinated debt securities receive any payment or distribution that they know
is prohibited under the subordination provisions, then the trustee or the
holders will have to repay that money to the holders of the senior debt.

     Even if the subordination provisions prevent us from making any payment
when due on the subordinated debt securities of any series, we will be in
default on our obligations under that series if we do not make the payment when
due. This means that the trustee under the subordinated debt indenture and the
holders of that series can take action against us, but they will not receive any
money until the claims of the holders of senior debt have been fully satisfied.

COVENANTS

     The following covenants apply to Vornado Realty L.P. with respect to the
debt securities of each series unless otherwise specified in the applicable
prospectus supplement.

     Maintenance of Properties.  We must maintain all properties used in our
business in good condition. However, we may discontinue the maintenance or
operation of any of our properties if in our judgment, discontinuance is
desirable in the conduct of our business and is not disadvantageous in any
material respect to the holders of debt securities.

                                        26

     Insurance.  We must keep all of our insurable properties insured against
loss or damage with insurers of recognized responsibility. The insurance must be
in commercially reasonable amounts and types.

     Existence.  Except as described under "-- Mergers and Similar
Transactions," we must do or cause to be done all things necessary to preserve
and keep in full force and effect our existence, rights and franchises. However,
we are not required to preserve any right or franchise if we determine that the
preservation of the right or franchise is no longer desirable in the conduct of
our business and that the loss of the right or franchise is not disadvantageous
in any material respect to the holders of the debt securities.

     Payment of Taxes and Other Claims.  We are required to pay or discharge or
cause to be paid or discharged (a) all taxes, assessments and governmental
charges levied or imposed upon us or any subsidiary or upon our income, profits
or property or the income, profits or property of any subsidiary and (b) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon our property or the property of any subsidiary. We must pay
these taxes and other claims before they become delinquent. However, we are not
required to pay or discharge or cause to be paid or discharged any tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

     Additional covenants described in the applicable prospectus supplement may
apply to Vornado Realty L.P. with respect to a particular series of debt
securities.

DEFEASANCE AND COVENANT DEFEASANCE

     The provisions for full defeasance and covenant defeasance described below
apply to each senior and subordinated debt security if so indicated in the
applicable prospectus supplement. In general, we expect these provisions to
apply to each debt security that has a specified currency of U.S. dollars and is
not a floating rate or indexed debt security.

     Full Defeasance.  If there is a change in U.S. federal tax law, as
described below, we can legally release ourselves from all payment and other
obligations on any debt securities. This is called full defeasance. For us to do
so, each of the following must occur:

     - We must deposit in trust for the benefit of all holders of those debt
       securities a combination of money and U.S. government or U.S. government
       agency notes or bonds that will generate enough cash to make interest,
       principal and any other payments on those debt securities on their
       various due dates;

     - (a) No event of default under the indenture may have occurred and be
       continuing and (b) no event of default described in the sixth bullet
       point under "-- Default, Remedies and Waiver of Default -- Events of
       Default" may have occurred and be continuing at any time during the 90
       days following the deposit in trust;

     - There must be a change in current U.S. federal tax law or an Internal
       Revenue Service ruling that lets us make the above deposit without
       causing the holders to be taxed on those debt securities any differently
       than if we did not make the deposit and just repaid those debt securities
       ourselves. Under current federal tax law, the deposit and our legal
       release from your debt security would be treated as though we took back
       your debt security and gave you your share of the cash and notes or bonds
       deposited in trust. In that event, you could recognize gain or loss on
       your debt security; and

     - We must deliver to the trustee a legal opinion of our counsel confirming
       the tax law change described above.

     If we ever fully defeased your debt security, you would have to rely solely
on the trust deposit for payments on your debt security. You would not be able
to look to us for payment if there was any shortfall.

     Covenant Defeasance.  Under current U.S. federal tax law, we can make the
same type of deposit described above and be released from the restrictive
covenants relating to your debt security listed in the bullets below and any
additional restrictive covenants that may be described in your prospectus
supplement. This is called covenant defeasance. In that event, you would lose
the protection of those restrictive covenants. In order to achieve covenant
defeasance for any debt securities, we must take the same steps as are required
for defeasance.

                                        27

     If we accomplish covenant defeasance with regard to your debt security, the
following provisions of the applicable indenture and your debt security would no
longer apply:

     - The requirement to secure the debt securities equally and ratably with
       all new indebtedness in the event of a consolidation;

     - The covenants regarding existence, maintenance of properties, payment of
       taxes and other claims and insurance;

     - Any additional covenants that your prospectus supplement states are
       applicable to your debt security; and

     - The events of default resulting from a breach of covenants, described
       below in the fourth, fifth and seventh bullet points under "-- Default,
       Remedies and Waiver of Default -- Events of Default."

     If we accomplish covenant defeasance on your debt security, we must still
repay your debt security if there is any shortfall in the trust deposit. You
should note, however, that if one of the remaining events of default occurred,
such as our bankruptcy, and your debt security became immediately due and
payable, there may be a shortfall. Depending on the event causing the default,
you may not be able to obtain payment of the shortfall.

DEFAULT, REMEDIES AND WAIVER OF DEFAULT

     You will have special rights if an event of default with respect to your
series of debt securities occurs and is continuing, as described in this
subsection.

     Events of Default.  Unless your prospectus supplement says otherwise, when
we refer to an event of default with respect to any series of debt securities,
we mean any of the following:

     - We do not pay interest on any debt security of that series within 30 days
       after the due date;

     - We do not pay the principal or any premium of any debt security of that
       series on the due date;

     - We do not deposit a sinking fund payment with regard to any debt security
       of that series on the due date, but only if the payment is required under
       the applicable prospectus supplement;

     - We remain in breach of any covenant we make in the indenture for the
       benefit of the relevant series for 60 days after we receive a written
       notice of default stating that we are in breach and requiring us to
       remedy the breach. The notice must be sent by the trustee or the holders
       of at least 10% in principal amount of the relevant series of debt
       securities;

     - We do not pay an indebtedness of $50,000,000 or more in principal amount
       outstanding when due after the expiration of any applicable grace period,
       or we default on an indebtedness of this amount resulting in acceleration
       of the indebtedness, in either case within ten days after written notice
       of the default is sent to us. The notice must be sent by the trustee or
       the holders of at least 10% in principal amount of the relevant series of
       debt securities;

     - We file for bankruptcy or other events of bankruptcy, insolvency or
       reorganization relating to Vornado Realty L.P. occur; or

     - If your prospectus supplement states that any additional event of default
       applies to the series, that event of default occurs.

  REMEDIES IF AN EVENT OF DEFAULT OCCURS

     If you are the holder of a subordinated debt security, all the remedies
available upon the occurrence of an event of default under the subordinated debt
indenture will be subject to the restrictions on the subordinated debt
securities described above under "-- Subordination Provisions."

     If an event of default has occurred with respect to any series of debt
securities and has not been cured or waived, the trustee or the holders of not
less than 25% in principal amount of outstanding debt securities of that

                                        28

series may declare the entire principal amount of the debt securities of that
series to be due immediately. If the event of default occurs because of events
in bankruptcy, insolvency or reorganization relating to Vornado Realty L.P., the
entire principal amount of the debt securities of that series will be
automatically accelerated, without any action by the trustee or any holder.

     Each of the situations described above is called an acceleration of the
maturity of the affected series of debt securities. If the maturity of any
series is accelerated, a judgment for payment has not yet been obtained, we pay
or deposit with the trustee an amount sufficient to pay all amounts due on the
securities of the series, and all events of default with respect to the series,
other than the nonpayment of the accelerated principal, have been cured or
waived, then the holders of a majority in principal amount of the outstanding
debt securities of that series may cancel the acceleration for the entire
series.

     If an event of default occurs, the trustee will have special duties. In
that situation, the trustee will be obligated to use those of its rights and
powers under the relevant indenture, and to use the same degree of care and
skill in doing so, that a prudent person would use in that situation in
conducting his or her own affairs.

     Except as described in the prior paragraph, the trustee is not required to
take any action under the relevant indenture at the request of any holders
unless the holders offer the trustee reasonable protection from expenses and
liability. This is called an indemnity. If the trustee is provided with an
indemnity reasonably satisfactory to it, the holders of a majority in principal
amount of all debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee with respect to that series. These majority
holders may also direct the trustee in performing any other action under the
applicable indenture with respect to the debt securities of that series.

     Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to any debt security, all of the following must occur:

     - The holder of your debt security must give the trustee written notice of
       a continuing event of default;

     - The holders of not less than 25% in principal amount of all debt
       securities of your series must make a written request that the trustee
       take action because of the default, and they or other holders must offer
       to the trustee indemnity reasonably satisfactory to the trustee against
       the cost and other liabilities of taking that action;

     - The trustee must not have taken action for 60 days after the above steps
       have been taken; and

     - During those 60 days, the holders of a majority in principal amount of
       the debt securities of your series must not have given the trustee
       directions that are inconsistent with the written request of the holders
       of not less than 25% in principal amount of the debt securities of your
       series.

     You are entitled at any time, however, to bring a lawsuit for the payment
of money due on your debt security on or after its due date.

     Waiver of Default.  The holders of not less than a majority in principal
amount of the outstanding debt securities of a series may waive a default for
all debt securities of that series. If this happens, the default will be treated
as if it has not occurred. No one can waive a payment default on your debt
security or a covenant or provision of the indenture that cannot be modified or
amended without the consent of the holder of each outstanding debt security of
the series, however, without the approval of the particular holder of that debt
security.

     We Will Give the Trustee Information About Defaults Annually.  We will
furnish to each trustee every year a written statement of two of our officers
certifying that to their knowledge we are in compliance with the applicable
indenture and the debt securities issued under it, or else specifying any
default under the indenture.

                                        29

     Book-entry and other indirect owners should consult their banks or brokers
for information on how to give notice or direction to or make a request of the
trustee and how to declare or cancel an acceleration of the maturity. Book-entry
and other indirect owners are described below under "Legal Ownership and
Book-Entry Issuance."

CHANGES OF THE INDENTURES REQUIRING EACH HOLDER'S APPROVAL

     There are certain changes that cannot be made without the approval of each
holder of a debt security affected by the change under a particular indenture.
Here is a list of those types of changes:

     - change the stated maturity for any principal or interest payment on a
       debt security;

     - reduce the principal amount or the interest rate or the premium payable
       upon the redemption of any debt security;

     - reduce the amount of principal of an original issue discount security or
       any other debt security payable upon acceleration of its maturity;

     - change the currency of any payment on a debt security;

     - change the place of payment on a debt security;

     - impair a holder's right to sue for payment of any amount due on its debt
       security;

     - reduce the percentage in principal amount of the debt securities of any
       series, the approval of whose holders is needed to change the applicable
       indenture or those debt securities;

     - reduce the percentage in principal amount of the debt securities of any
       series, the consent of whose holders is needed to waive our compliance
       with the applicable indenture or to waive defaults; and

     - change the provisions of the applicable indenture dealing with
       modification and waiver in any other respect, except to increase any
       required percentage referred to above or to add to the provisions that
       cannot be changed or waived without approval of the holder of each
       affected debt security.

MODIFICATION OF SUBORDINATION PROVISIONS

     We may not amend the subordinated debt indenture to alter the subordination
of any outstanding subordinated debt securities without the written consent of
each holder of senior debt then outstanding who would be adversely affected. In
addition, we may not modify the subordination provisions of the subordinated
debt indenture in a manner that would adversely affect the outstanding
subordinated debt securities of any one or more series in any material respect,
without the consent of the holders of a majority in aggregate principal amount
of all affected series, voting together as one class.

CHANGES OF THE INDENTURES NOT REQUIRING APPROVAL

     Another type of change does not require any approval by holders of the debt
securities of an affected series. These changes are limited to clarifications
and changes that would not adversely affect the debt securities of that series
in any material respect. Nor do we need any approval to make changes that affect
only debt securities to be issued under the applicable indenture after the
changes take effect.

     We may also make changes or obtain waivers that do not adversely affect a
particular debt security, even if they affect other debt securities. In those
cases, we do not need to obtain the approval of the holder of the unaffected
debt security; we need only obtain any required approvals from the holders of
the affected debt securities.

                                        30

CHANGES OF THE INDENTURES REQUIRING MAJORITY APPROVAL

     Any other change to a particular indenture and the debt securities issued
under that indenture would require the following approval:

     - If the change affects only the debt securities of a particular series, it
       must be approved by the holders of a majority in principal amount of the
       debt securities of that series.

     - If the change affects the debt securities of more than one series of debt
       securities issued under the applicable indenture, it must be approved by
       the holders of a majority in principal amount of each series affected by
       the change.

     In each case, the required approval must be given by written consent.

     The same majority approval would be required for us to obtain a waiver of
any of our covenants in either indenture. Our covenants include the promises we
make about merging and similar transactions, which we describe above under
"-- Mergers and Similar Transactions." If the requisite holders approve a waiver
of a covenant, we will not have to comply with it. The holders, however, cannot
approve a waiver of any provision in a particular debt security, or in the
applicable indenture as it affects that debt security, that we cannot change
without the approval of the holder of that debt security as described above in
"-- Changes of the Indentures Requiring Each Holder's Approval," unless that
holder approves the waiver.

     Book-entry and other indirect owners should consult their banks or brokers
for information on how approval may be granted or denied if we seek to change an
indenture or any debt securities or request a waiver.

SPECIAL RULES FOR ACTION BY HOLDERS

     When holders take any action under either debt indenture, such as giving a
notice of default, declaring an acceleration, approving any change or waiver or
giving the trustee an instruction, we will apply the following rules.

  ONLY OUTSTANDING DEBT SECURITIES ARE ELIGIBLE

     Only holders of outstanding debt securities of the applicable series will
be eligible to participate in any action by holders of debt securities of that
series. Also, we will count only outstanding debt securities in determining
whether the various percentage requirements for taking action have been met. For
these purposes, a debt security will not be "outstanding":

     - if it has been surrendered for cancellation or cancelled;

     - if we have deposited or set aside, in trust for its holder, money for its
       payment or redemption;

     - if we have fully defeased it as described above under "-- Defeasance and
       Covenant Defeasance -- Full Defeasance";

     - if it has been exchanged for other debt securities of the same series due
       to mutilation, destruction, loss or theft; or

     - if we or one of our affiliates is the owner, unless the debt security is
       pledged under certain circumstances described in the indenture.

  ELIGIBLE PRINCIPAL AMOUNT OF SOME DEBT SECURITIES

     In some situations, we may follow special rules in calculating the
principal amount of a debt security that is to be treated as outstanding for the
purposes described above. This may happen, for example, if the principal amount
is payable in a non-U.S. dollar currency, increases over time or is not to be
fixed until maturity.

                                        31

     For any debt security of the kind described below, we will decide how much
principal amount to attribute to the debt security as follows:

     - For an original issue discount debt security, we will use the principal
       amount that would be due and payable on the action date if the maturity
       of the debt security were accelerated to that date because of a default;

     - For a debt security whose principal amount is not determinable, we will
       use any amount that we indicate in the applicable prospectus supplement
       for that debt security. The principal amount of a debt security may not
       be determinable, for example, because it is based on an index that
       changes from time to time and the principal amount is not to be
       determined until a later date; or

     - For debt securities with a principal amount denominated in one or more
       non-U.S. dollar currencies or currency units, we will use the U.S. dollar
       equivalent, which we will determine.

  DETERMINING RECORD DATES FOR ACTION BY HOLDERS

     We will generally be entitled to set any day as a record date for the
purpose of determining the holders that are entitled to take action under either
indenture. In certain limited circumstances, only the trustee will be entitled
to set a record date for action by holders. If we or the trustee set a record
date for an approval or other action to be taken by holders, that vote or action
may be taken only by persons or entities who are holders on the record date and
must be taken during the period that we specify for this purpose, or that the
trustee specifies if it sets the record date. We or the trustee, as applicable,
may shorten or lengthen this period from time to time. This period, however, may
not extend beyond the 180th day after the record date for the action. In
addition, record dates for any global debt security may be set in accordance
with procedures established by the depositary from time to time. Accordingly,
record dates for global debt securities may differ from those for other debt
securities.

FORM, EXCHANGE AND TRANSFER OF DEBT SECURITIES

     Unless we indicate otherwise in your prospectus supplement, the debt
securities will be issued:

     - only in fully registered form; and

     - in denominations of $1,000 and integral multiples of $1,000.

     Holders may exchange their debt securities for debt securities of the same
series in any authorized denominations, as long as the total principal amount is
not changed.

     Holders may exchange or transfer their debt securities at the office of the
trustee. They may also replace lost, stolen, destroyed or mutilated debt
securities at that office. We have appointed the trustee to act as our agent for
registering debt securities in the names of holders and transferring and
replacing debt securities.

     Holders will not be required to pay a service charge to transfer or
exchange their debt securities, but they may be required to pay for any tax or
other governmental charge associated with the registration, exchange or
transfer. The transfer or exchange, and any replacement, will be made only if
our transfer agent is satisfied with the holder's proof of legal ownership. The
transfer agent may require an indemnity before replacing any debt securities.

     If a debt security is issued as a global debt security, only the
depositary -- e.g., DTC, Euroclear and Clearstream -- will be entitled to
transfer and exchange the debt security as described in this subsection, since
the depositary will be the sole holder of the debt security.

     The rules for exchange described above apply to exchange of debt securities
for other debt securities of the same series and kind. If a debt security is
exchangeable for common or preferred shares of Vornado Realty Trust, the rules
governing that type of exchange will be described in the applicable prospectus
supplement.

                                        32

PAYMENT MECHANICS FOR DEBT SECURITIES

  WHO RECEIVES PAYMENT?

     If interest is due on a debt security on an interest payment date, we will
pay the interest to the person in whose name the debt security is registered at
the close of business on the regular record date relating to the interest
payment date as described below under "-- Payment and Record Dates for
Interest." If interest is due at maturity but on a day that is not an interest
payment date, we will pay the interest to the person entitled to receive the
principal of the debt security. If principal or another amount besides interest
is due on a debt security at maturity, we will pay the amount to the holder of
the debt security against surrender of the debt security at a proper place of
payment or, in the case of a global debt security, in accordance with the
applicable policies of the depositary, Euroclear and Clearstream, as applicable.

  PAYMENT AND RECORD DATES FOR INTEREST

     Unless we specify otherwise in the applicable prospectus supplement,
interest on any fixed rate debt security will be payable semiannually each May
15 and November 15 and at maturity, and the regular record date relating to an
interest payment date for any fixed rate debt security will be the May 1 or
November 1 next preceding that interest payment date. The regular record date
relating to an interest payment date for any floating rate debt security will be
the 15th calendar day before that interest payment date. These record dates will
apply regardless of whether a particular record date is a "business day," as
defined below. For the purpose of determining the holder at the close of
business on a regular record date when business is not being conducted, the
close of business will mean 5:00 P.M., New York City time, on that day.

     Business Day.  The term "business day" means, with respect to the debt
securities of a series, a Monday, Tuesday, Wednesday, Thursday or Friday that is
not a day on which banking institutions in the place of payment for the debt
securities of that series are authorized or obligated by law or executive order
to close and that satisfies any other criteria specified in the applicable
prospectus supplement.

  HOW WE WILL MAKE PAYMENTS DUE IN U.S. DOLLARS

     We will follow the practice described in this subsection when paying
amounts due in U.S. dollars. Payments of amounts due in other currencies will be
made as described in the next subsection.

     Payments on Global Debt Securities.  We will make payments on a global debt
security in accordance with the applicable policies of the depositary as in
effect from time to time. Under those policies, we will make payments directly
to the depositary, or its nominee, and not to any indirect owners who own
beneficial interests in the global debt security. An indirect owner's right to
receive those payments will be governed by the rules and practices of the
depositary and its participants, as described below in the section entitled
"Legal Ownership and Book-Entry Issuance -- What Is a Global Security?"

     Payments on Non-Global Debt Securities.  We will make payments on a debt
security in non-global, registered form as follows. We will pay interest that is
due on an interest payment date by check mailed on the interest payment date to
the holder at his or her address shown on the trustee's records as of the close
of business on the regular record date. We will make all other payments by check
to the paying agent described below, against surrender of the debt security. All
payments by check will be made in next-day funds -- i.e., funds that become
available on the day after the check is cashed.

     Alternatively, if a non-global debt security has a face amount of at least
$1,000,000 and the holder asks us to do so, we will pay any amount that becomes
due on the debt security by wire transfer of immediately available funds to an
account at a bank in New York City, on the due date. To request a wire payment,
the holder must give the paying agent appropriate wire transfer instructions at
least five business days before the requested wire payment is due. In the case
of any interest payment due on an interest payment date, the instructions must
be given by the person or entity who is the holder on the relevant regular
record date. In the case of any other payment, payment will be made only after
the debt security is surrendered to the paying agent. Any wire instructions,
once properly given, will remain in effect unless and until new instructions are
given in the manner described above.

                                        33

     Book-entry and other indirect owners should consult their banks or brokers
for information on how they will receive payments on their debt securities.

  HOW WE WILL MAKE PAYMENTS DUE IN OTHER CURRENCIES

     We will follow the practice described in this subsection when paying
amounts that are due in a specified currency other than U.S. dollars.

     Payments on Global Debt Securities.  We will make payments on a global debt
security in accordance with the applicable policies as in effect from time to
time of the depositary, which will be DTC, Euroclear or Clearstream. Unless we
specify otherwise in the applicable prospectus supplement, The Depository Trust
Company, New York, New York, known as DTC, will be the depositary for all debt
securities in global form. We understand that DTC's policies, as currently in
effect, are as follows.

     Unless otherwise indicated in your prospectus supplement, if you are an
indirect owner of global debt securities denominated in a specified currency
other than U.S. dollars and if you have the right to elect to receive payments
in that other currency and do so elect, you must notify the participant through
which your interest in the global debt security is held of your election:

     - on or before the applicable regular record date, in the case of a payment
       of interest; or

     - on or before the 16th day before the stated maturity, or any redemption
       or repayment date, in the case of payment of principal or any premium.

     Your participant must, in turn, notify DTC of your election on or before
the third DTC business day after that regular record date, in the case of a
payment of interest, and on or before the 12th DTC business day prior to the
stated maturity, or on the redemption or repayment date if your debt security is
redeemed or repaid earlier, in the case of a payment of principal or any
premium.

     DTC, in turn, will notify the paying agent of your election in accordance
with DTC's procedures.

     If complete instructions are received by the participant and forwarded by
the participant to DTC, and by DTC to the paying agent, on or before the dates
noted above, the paying agent, in accordance with DTC's instructions, will make
the payments to you or your participant by wire transfer of immediately
available funds to an account maintained by the payee with a bank located in the
country issuing the specified currency or in another jurisdiction acceptable to
us and the paying agent.

     If the foregoing steps are not properly completed, we expect DTC to inform
the paying agent that payment is to be made in U.S. dollars. In that case, we or
our agent will convert the payment to U.S. dollars in the manner described below
under "-- Conversion to U.S. Dollars." We expect that we or our agent will then
make the payment in U.S. dollars to DTC, and that DTC in turn will pass it along
to its participants.

     Indirect owners of a global debt security denominated in a currency other
than U.S. dollars should consult their banks or brokers for information on how
to request payment in the specified currency.

     Payments on Non-Global Debt Securities.  Except as described in the last
paragraph under this heading, we will make payments on debt securities in
non-global form in the applicable specified currency. We will make these
payments by wire transfer of immediately available funds to any account that is
maintained in the applicable specified currency at a bank designated by the
holder and which is acceptable to us and the trustee. To designate an account
for wire payment, the holder must give the paying agent appropriate wire
instructions at least five business days before the requested wire payment is
due. In the case of any interest payment due on an interest payment date, the
instructions must be given by the person or entity who is the holder on the
regular record date. In the case of any other payment, the payment will be made
only after the debt security is

                                        34

surrendered to the paying agent. Any instructions, once properly given, will
remain in effect unless and until new instructions are properly given in the
manner described above.

     If a holder fails to give instructions as described above, we will notify
the holder at the address in the trustee's records and will make the payment
within five business days after the holder provides appropriate instructions.
Any late payment made in these circumstances will be treated under the
applicable indenture as if made on the due date, and no interest will accrue on
the late payment from the due date to the date paid.

     Although a payment on a debt security in non-global form may be due in a
specified currency other than U.S. dollars, we will make the payment in U.S.
dollars if the holder asks us to do so. To request U.S. dollar payment, the
holder must provide appropriate written notice to the trustee at least five
business days before the next due date for which payment in U.S. dollars is
requested. In the case of any interest payment due on an interest payment date,
the request must be made by the person or entity who is the holder on the
regular record date. Any request, once properly made, will remain in effect
unless and until revoked by notice properly given in the manner described above.

     Book-entry and other indirect owners of a debt security with a specified
currency other than U.S. dollars should contact their banks or brokers for
information about how to receive payments in the specified currency or in U.S.
dollars.

     Conversion to U.S. Dollars.  When we are asked by a holder to make payments
in U.S. dollars of an amount due in another currency, either on a global debt
security or a non-global debt security as described above, the exchange rate
agent described below will calculate the U.S. dollar amount the holder receives
in the exchange rate agent's discretion.

     A holder that requests payment in U.S. dollars will bear all associated
currency exchange costs, which will be deducted from the payment.

     When the Specified Currency Is Not Available.  If we are obligated to make
any payment in a specified currency other than U.S. dollars, and the specified
currency or any successor currency is not available to us due to circumstances
beyond our control -- such as the imposition of exchange controls or a
disruption in the currency markets -- we will be entitled to satisfy our
obligation to make the payment in that specified currency by making the payment
in U.S. dollars, on the basis of the exchange rate determined by the exchange
rate agent described below, in its discretion.

     The foregoing will apply to any debt security, whether in global or
non-global form, and to any payment, including a payment at maturity. Any
payment made under the circumstances and in a manner described above will not
result in a default under any debt security or the applicable indenture.

     The Euro.  The euro may be a specified currency for some debt securities.
On January 1, 1999, the euro became the legal currency for the 11 member states
participating in the European Economic and Monetary Union.

     Exchange Rate Agent.  If we issue a debt security in a specified currency
other than U.S. dollars, we will appoint a financial institution to act as the
exchange rate agent and will name the institution initially appointed when the
debt security is originally issued in the applicable prospectus supplement. We
may change the exchange rate agent from time to time after the original issue
date of the debt security without your consent and without notifying you of the
change.

     All determinations made by the exchange rate agent will be in its sole
discretion unless we state in the applicable prospectus supplement that any
determination requires our approval. In the absence of manifest error, those
determinations will be conclusive for all purposes and binding on you and us,
without any liability on the part of the exchange rate agent.

                                        35

  PAYMENT WHEN OFFICES ARE CLOSED

     If any payment is due on a debt security on a day that is not a business
day, we will make the payment on the next day that is a business day. Payments
postponed to the next business day in this situation will be treated under the
applicable indenture as if they were made on the original due date. Postponement
of this kind will not result in a default under any debt security or the
applicable indenture, and no interest will accrue on the postponed amount from
the original due date to the next day that is a business day. The term business
day has a special meaning, which we describe above under "-- Payment and Record
Dates for Interest."

  PAYING AGENT

     We may appoint one or more financial institutions to act as our paying
agents, at whose designated offices debt securities in non-global entry form may
be surrendered for payment at their maturity. We call each of those offices a
paying agent. We may add, replace or terminate paying agents from time to time.

     We may also choose to act as our own paying agent. Initially, we have
appointed the trustee, at its corporate trust office in New York City, as the
paying agent. We must notify the trustee of changes in the paying agents.

  UNCLAIMED PAYMENTS

     Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of two years after the amount is due to
a holder will be repaid to us. After that two-year period, the holder may look
only to us for payment and not to the trustee, any other paying agent or anyone
else.

NOTICES

     Notices to be given to holders of a global debt security will be given only
to the depositary, in accordance with its applicable policies as in effect from
time to time. Notices to be given to holders of debt securities not in global
form will be sent by mail to the respective addresses of the holders as they
appear in the trustee's records. Neither the failure to give any notice to a
particular holder, nor any defect in a notice given to a particular holder, will
affect the sufficiency of any notice given to another holder.

     Book-entry and other indirect owners should consult their banks or brokers
for information on how they will receive notices.

OUR RELATIONSHIP WITH THE TRUSTEE

     The Bank of New York has provided commercial banking and other services for
us and our affiliates in the past and may do so in the future.

     The Bank of New York is initially serving as the trustee for our senior
debt securities and subordinated debt securities. Consequently, if an actual or
potential event of default occurs with respect to any of these securities, the
trustee may be considered to have a conflicting interest for purposes of the
Trust Indenture Act of 1939. In that case, the trustee may be required to resign
under one or more of the indentures, and we would be required to appoint a
successor trustee. For this purpose, a "potential" event of default means an
event that would be an event of default if the requirements for giving us
default notice or for the default having to exist for a specific period of time
were disregarded.

                                        36

      DESCRIPTION OF SHARES OF BENEFICIAL INTEREST OF VORNADO REALTY TRUST

     The following descriptions of the material terms of the shares of
beneficial interest of Vornado Realty Trust are only a summary and are subject
to, and qualified in their entirety by reference to, the more complete
descriptions of the shares in the following documents: (a) Vornado Realty
Trust's amended and restated declaration of trust, including the articles
supplementary for each series of preferred shares, and (b) its amended and
restated bylaws, copies of which are exhibits to the registration statement of
which this prospectus is a part. Please note that in this section entitled
"Description of Shares of Beneficial Interest of Vornado Realty Trust,"
references to "Vornado," "we," "our" and "us" refer only to Vornado Realty Trust
and not to its subsidiaries or Vornado Realty L.P. unless the context requires
otherwise.

     For Vornado to maintain its qualification as a REIT under the Internal
Revenue Code, not more than 50% of the value of its outstanding shares of
beneficial interest may be owned, directly or indirectly, by five or fewer
individuals, as defined in the Code to include certain entities, at any time
during the last half of a taxable year and the shares of beneficial interest
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months or during a proportionate part of a shorter taxable
year. Accordingly, the declaration of trust contains provisions that restrict
the ownership and transfer of shares of beneficial interest.

     The declaration of trust authorizes the issuance of up to 540,000,000
shares, consisting of 200,000,000 common shares, $.04 par value per share,
70,000,000 preferred shares of beneficial interest, no par value per share, and
270,000,000 excess shares of beneficial interest, $.04 par value per share.

DESCRIPTION OF PREFERRED SHARES OF VORNADO REALTY TRUST

     The following is a description of the material terms and provisions of our
preferred shares. The particular terms of any series of preferred shares will be
described in the applicable prospectus supplement, which will supplement the
information below.

     The description of the material terms of Vornado's preferred shares
contained in this prospectus is only a summary and is qualified in its entirety
by the provisions of the declaration of trust, which includes the articles
supplementary relating to each series of the preferred shares, which will be
filed as an exhibit to or incorporated by reference in the registration
statement of which this prospectus is a part at or before the time of issuance
of the series of preferred shares.

     As of July 31, 2003, the declaration of trust authorizes the issuance of
70,000,000 preferred shares. Of the authorized 70,000,000 preferred shares,
Vornado has designated:

     - 5,789,239 as $3.25 Series A Convertible Preferred Shares;

     - 3,400,000 as 8.5% Series B Cumulative Redeemable Preferred Shares;

     - 4,600,000 as 8.5% Series C Cumulative Redeemable Preferred Shares;

     - 3,500,000 as Series D-1 8.5% Cumulative Redeemable Preferred Shares;

     - 549,336 as 8.375% Series D-2 Cumulative Redeemable Preferred Shares;

     - 8,000,000 as Series D-3 8.25% Cumulative Redeemable Preferred Shares;

     - 5,000,000 as Series D-4 8.25% Cumulative Redeemable Preferred Shares;

     - 7,480,000 as Series D-5 8.25% Cumulative Redeemable Preferred Shares;

     - 1,000,000 as Series D-6 8.25% Cumulative Redeemable Preferred Shares;

     - 7,200,000 as Series D-7 8.25% Cumulative Redeemable Preferred Shares;

     - 360,000 as Series D-8 8.25% Cumulative Redeemable Preferred Shares; and

     - 1,800,000 as Series D-9 8.25% Cumulative Redeemable Preferred Shares.

                                        37

As of July 31, 2003, 1,064,238 Series A Preferred Shares, 3,400,000 Series B
Preferred Shares and 4,600,000 Series C Preferred Shares were outstanding. The
Series A Preferred Shares are listed on the NYSE under the symbol "VNO Pr A,"
the Series B Preferred Shares are listed on the NYSE under the symbol "VNO Pr B"
and the Series C Preferred Shares are listed on the NYSE under the symbol "VNO
Pr C." No Series D-1, Series D-2, Series D-3, Series D-4, Series D-5, Series
D-6, Series D-7, Series D-8, or Series D-9 Preferred Shares were issued and
outstanding as of July 31, 2003. Shares of each of these series may be issued in
the future upon redemption of preferred units of limited partnership interest of
Vornado Realty L.P. of a corresponding series that were issued and outstanding
as of July 31, 2003.

     The preferred shares authorized by our declaration of trust may be issued
from time to time in one or more series in the amounts and with the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as may be fixed by the board of trustees. Under certain
circumstances, the issuance of preferred shares could have the effect of
delaying, deferring or preventing a change of control of Vornado and may
adversely affect the voting and other rights of the holders of common shares.
The declaration of trust authorizes the board of trustees to classify or
reclassify, in one or more series, any unissued preferred shares and to
reclassify any unissued shares of any series of preferred shares by setting or
changing the number of preferred shares constituting the series and the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and
conditions of redemption of the preferred shares.

     The preferred shares have the dividend, liquidation, redemption and voting
rights described below, as supplemented in the applicable prospectus supplement
relating to each particular series of the preferred shares. The applicable
prospectus supplement will describe the following terms of the series of
preferred shares:

     - the title of the preferred shares and the number of shares offered;

     - the amount of liquidation preference per share;

     - the initial public offering price at which the preferred shares will be
       issued;

     - the dividend rate or method of calculation, the dates on which dividends
       will be payable and the dates from which dividends will commence to
       accumulate, if any;

     - any redemption or sinking fund provisions;

     - any conversion or exchange rights;

     - any additional voting, dividend, liquidation, redemption, sinking fund
       and other rights, preferences, limitations and restrictions;

     - any listing of the preferred shares on any securities exchange;

     - the relative ranking and preferences of the preferred shares as to
       dividend rights and rights upon liquidation, dissolution or winding up of
       the affairs of Vornado;

     - any limitations on issuance of any series of preferred shares ranking
       senior to or on a parity with the series of preferred shares as to
       dividend rights and rights upon liquidation, dissolution or winding up of
       the affairs of Vornado; and

     - any limitations on direct, beneficial or constructive ownership and
       restrictions on transfer, in each case as may be appropriate to preserve
       the status of Vornado as a REIT.

The applicable prospectus supplement may also include a discussion of federal
income tax considerations applicable to the preferred shares.

     The preferred shares will be issued in one or more series. The preferred
shares, upon issuance against full payment of the applicable purchase price,
will be fully paid and nonassessable. The liquidation preference is not
indicative of the price at which the preferred shares will actually trade on or
after the date of issuance.

                                        38

  RANK

     With respect to dividend rights and rights upon liquidation, dissolution or
winding up of Vornado, the preferred shares will rank senior to our common
shares and excess shares created when our ownership limits are breached as
described under "-- Description of Common Shares of Vornado Realty
Trust -- Restrictions on Ownership of Common Shares" below, other than certain
excess shares resulting from the conversion of preferred shares, and to all
other classes and series of equity securities of Vornado now or later
authorized, issued or outstanding, other than any classes or series of equity
securities of Vornado that by their terms specifically rank equal or senior to
the preferred shares as to dividend rights and rights upon liquidation,
dissolution or winding up of Vornado. We refer to the common shares and the
other classes and series of equity securities to which the preferred shares rank
senior as to dividend rights and rights upon liquidation, dissolution or winding
up of Vornado as the "junior stock"; we refer to equity securities of Vornado
that by their terms rank equal to the preferred shares as the "parity stock";
and we refer to equity securities of Vornado that by their terms rank senior to
the preferred shares as the "senior stock." The preferred shares are junior to
all outstanding debt of Vornado. We may create and issue senior stock, parity
stock and junior stock to the extent not expressly prohibited by the declaration
of trust.

  DIVIDENDS

     Holders of our preferred shares are entitled to receive, when, as and if
authorized by our board of trustees out of our assets legally available for
payment, dividends, or distributions in cash, property or other assets of
Vornado or in securities of Vornado or from any other source as our board of
trustees in its discretion determines and at the dates and annual rate per share
as described in the applicable prospectus supplement. This rate may be fixed or
variable or both. Each authorized dividend is payable to holders of record as
they appear at the close of business on the books of Vornado on the record date,
not more than 30 calendar days preceding the payment date, as determined by our
board of trustees.

     These dividends may be cumulative or noncumulative, as described in the
applicable prospectus supplement. If dividends on a series of preferred shares
are noncumulative and if our board of trustees fails to authorize a dividend in
respect of a dividend period with respect to that series, then holders of these
preferred shares will have no right to receive a dividend in respect of that
dividend period, and we will have no obligation to pay the dividend for that
period, whether or not dividends are authorized and payable on any future
dividend payment dates. If dividends of a series of preferred shares are
cumulative, the dividends on those shares will accrue from and after the date
stated in the applicable prospectus supplement.

     No full dividends may be authorized or paid or set apart for payment on
preferred shares of any series ranking, as to dividends, on a parity with or
junior to the series of preferred shares offered by the applicable prospectus
supplement for any period unless full dividends for the immediately preceding
dividend period on the preferred shares, including any accumulation in respect
of unpaid dividends for prior dividend periods, if dividends on the preferred
shares are cumulative, have been or contemporaneously are authorized and paid or
authorized and a sum sufficient for payment is set apart for payment. When
dividends are not paid in full, or a sum sufficient for the full payment is not
set apart, upon the preferred shares offered by the applicable prospectus
supplement and any other preferred shares ranking on a parity as to dividends
with those preferred shares, dividends upon those preferred shares and dividends
on the other preferred shares must be authorized proportionately so that the
amount of dividends authorized per share on those preferred shares and the other
preferred shares in all cases bear to each other the same ratio that accrued
dividends for the then-current dividend period per share on those preferred
shares, including any accumulation in respect of unpaid dividends for prior
dividend periods, if dividends on those preferred shares are cumulative, and
accrued dividends, including required or permitted accumulations, if any, on
shares of the other preferred shares, bear to each other. No interest, or sum of
money in lieu of interest, will be payable in respect of any dividend payment(s)
on preferred shares that are in arrears. Unless full dividends on the series of
preferred shares offered by the applicable prospectus supplement have been
authorized and paid or set apart for payment for the immediately preceding
dividend period, including

                                        39

any accumulation in respect of unpaid dividends for prior dividend periods, if
dividends on the preferred shares are cumulative:

     - no cash dividend or distribution, other than in shares of junior stock,
       may be authorized, set aside or paid on the junior stock;

     - we may not, directly or indirectly, repurchase, redeem or otherwise
       acquire any shares of junior stock, or pay any monies into a sinking fund
       for the redemption of any shares, except by conversion into or exchange
       for junior stock; and

     - we may not, directly or indirectly, repurchase, redeem or otherwise
       acquire any preferred shares or parity stock, or pay any monies into a
       sinking fund for the redemption of any shares, otherwise than in
       accordance with proportionate offers to purchase or a concurrent
       redemption of all, or a proportionate portion, of the outstanding
       preferred shares and shares of parity stock, except by conversion into or
       exchange for junior stock.

     Any dividend payment made on a series of preferred shares will first be
credited against the earliest accrued but unpaid dividend due with respect to
shares of the series.

  REDEMPTION

     The terms, if any, on which preferred shares of any series may be redeemed
will be described in the applicable prospectus supplement.

  LIQUIDATION

     If we voluntarily or involuntarily liquidate, dissolve or wind up our
affairs, the holders of a series of our preferred shares will be entitled,
subject to the rights of creditors, but before any distribution or payment to
the holders of our common shares, excess shares, other than certain excess
shares resulting from the conversion of preferred shares, or any junior stock,
to receive a liquidating distribution in the amount of the liquidation
preference per share stated in the applicable prospectus supplement plus accrued
and unpaid dividends for the then-current dividend period, including any
accumulation in respect of unpaid dividends for prior dividend periods, if
dividends on the series of preferred shares are cumulative. If the amounts
available for distribution with respect to our preferred shares and all other
outstanding parity stock are not sufficient to satisfy the full liquidation
rights of all the outstanding preferred shares and parity stock, then the
holders of each series of the stock will share ratably in the distribution of
assets in proportion to the full respective preferential amount, which in the
case of preferred shares may include accumulated dividends, to which they are
entitled. After payment of the full amount of the liquidation distribution, the
holders of preferred shares will not be entitled to any further participation in
any distribution of assets by us.

     Vornado is organized as a Maryland real estate investment trust under Title
8 of the Maryland General Corporation Law. Title 8 does not contain any specific
provisions on the power of a Maryland real estate investment trust to make
distributions, including dividends, to its shareholders. It is possible that a
Maryland court may look to the other titles of the MGCL for guidance on matters,
such as the making of distributions to shareholders, not covered by Title 8. The
MGCL requires that, after giving effect to a distribution, (1) the corporation
must be able to pay its debts as they become due in the usual course of business
and (2) the corporation's total assets must at least equal the sum of its total
liabilities plus the preferential rights on dissolution of shareholders whose
rights on dissolution are superior to those shareholders receiving the
distribution. However, the MGCL also provides that the charter of the
corporation may provide that senior dissolution preferences will not be included
with liabilities for purposes of determining amounts available for distribution.
The applicable articles supplementary may include a similar provision. The
Articles Supplementary for the Series A Preferred Shares, Series B Preferred
Shares and Series C Preferred Shares each contain such a provision.

                                        40

  VOTING

     The preferred shares of a series will not be entitled to vote, except as
described below or in the applicable prospectus supplement. Without the
affirmative vote of a majority of the preferred shares then outstanding, voting
separately as a class together with any parity stock, we may not:

     - increase or decrease the aggregate number of authorized shares of the
       class or any security ranking senior to the preferred shares;

     - increase or decrease the par value of the shares of the class; or

     - alter or change the voting or other powers, preferences or special rights
       of the class so as to affect them adversely.

An amendment that increases the number of authorized shares of the class or
authorizes the creation or issuance of other classes or series of junior stock
or parity stock, or substitutes the surviving entity in a merger, consolidation,
reorganization or other business combination for Vornado, will not be considered
to be an adverse change.

  NO OTHER RIGHTS

     The shares of a series of preferred shares will not have any preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, and terms and conditions of
redemption except as described above or in the applicable prospectus supplement,
the declaration of trust and in the applicable articles supplementary or as
otherwise required by law.

  REGISTRAR AND TRANSFER AGENT

     The registrar and transfer agent for each series of preferred shares will
be Wachovia Bank, N.A., Charlotte, North Carolina, unless a different transfer
agent is named in the applicable prospectus supplement.

  RESTRICTIONS ON OWNERSHIP

     As discussed below, for us to maintain our qualification as a REIT under
the Internal Revenue Code, not more than 50% in value of our outstanding shares
of beneficial interest may be owned, directly or constructively, by five or
fewer individuals, as defined in the Code to include certain entities, at any
time during the last half of a taxable year, and the shares of beneficial
interest must be beneficially owned by 100 or more persons during at least 335
days of a taxable year of 12 months, or during a proportionate part of a shorter
taxable year. Therefore, the declaration of trust contains, and the articles
supplementary for each series of preferred shares may contain, provisions
restricting the ownership and transfer of the preferred shares.

     Our declaration of trust contains a preferred shares beneficial ownership
limit that restricts shareholders from owning, under the applicable attribution
rules of the Code, more than 9.9% of the outstanding preferred shares of any
series. The attribution rules which apply for purposes of the common shares
beneficial ownership limit also apply for purposes of the preferred shares
beneficial ownership limit. For more information about these attribution rules,
see "-- Description of Common Shares of Vornado Realty Trust -- Restrictions on
Ownership of Common Shares." Investors should be aware that events other than a
purchase or other transfer of preferred shares may result in ownership, under
the applicable attribution rules of the Code, of preferred shares in excess of
the preferred shares beneficial ownership limit. We urge investors to consult
their own tax advisors concerning the application of the attribution rules of
the Code in their particular circumstances.

     Holders of preferred shares are also subject to the constructive ownership
limit, which restricts them from owning, under the applicable attribution rules
of the Code, more than 9.9% of the outstanding preferred shares of any series.
See "-- Description of Common Shares of Vornado Realty Trust -- Restrictions on
Ownership of Common Shares" below for more information about the constructive
ownership limit.

     The attribution rules that apply for purposes of the constructive ownership
limit differ from those that apply for purposes of the preferred shares
beneficial ownership limit. See "-- Description of Common Shares of

                                        41

Vornado Realty Trust -- Restrictions on Ownership of Common Shares" for more
information about these attribution rules. Investors should be aware that events
other than a purchase or other transfer of preferred shares may result in
ownership, under the applicable attribution rules of the Code, of preferred
shares in excess of the constructive ownership limit. We urge investors to
consult their own tax advisors concerning the application of the attribution
rules of the Code in their particular circumstances.

     The declaration of trust provides that a transfer of preferred shares that
would otherwise result in ownership, under the applicable attribution rules of
the Internal Revenue Code, of preferred shares in excess of the preferred shares
beneficial ownership limit or the constructive ownership limit, or which would
cause the shares of beneficial interest of Vornado Realty Trust to be
beneficially owned by fewer than 100 persons, will be void and the purported
transferee will acquire no rights or economic interest in the preferred shares.
In addition, preferred shares that would otherwise be owned, under the
applicable attribution rules of the Code, in excess of the preferred shares
beneficial ownership limit or the constructive ownership limit will be
automatically exchanged for our excess shares that will be transferred, by
operation of law, to Vornado as trustee of a trust for the exclusive benefit of
a beneficiary designated by the purported transferee or purported holder. While
held in the trust, excess shares are not entitled to vote and are not entitled
to participate in any dividends or distributions made by Vornado. Any dividends
or distributions received by the purported transferee or other purported holder
of the excess shares before Vornado discovers the automatic exchange for excess
shares must be repaid to Vornado upon demand.

     If the purported transferee or holder elects to designate a beneficiary of
an interest in the trust with respect to the excess shares, the purported
transferee or holder may only designate a person whose ownership of the shares
will not violate the preferred shares beneficial ownership limit or the
constructive ownership limit. When the purported transferee or purported holder
designates an eligible person, the excess shares will be automatically exchanged
for preferred shares of the same class as the preferred shares that were
originally exchanged for the excess shares. The declaration of trust contains
provisions designed to ensure that the purported transferee or other holder of
the excess shares may not receive in return for the transfer an amount that
reflects any appreciation in the preferred shares for which the excess shares
were exchanged during the period that the excess shares were outstanding but
will bear the burden of any decline in value during that period. Any amount
received by a purported transferee or other holder for designating a beneficiary
in excess of the amount permitted to be received must be turned over to Vornado.
Our declaration of trust provides that we may purchase any excess shares that
have been automatically exchanged for preferred shares as a result of a
purported transfer or other event. The price at which we may purchase the excess
shares will be equal to the lesser of:

     - in the case of excess shares resulting from a purported transfer for
       value, the price per share in the purported transfer that resulted in the
       automatic exchange for excess shares or, in the case of excess shares
       resulting from some other event, the market price of the preferred shares
       exchanged on the date of the automatic exchange for excess shares; and

     - the market price of the preferred shares exchanged for the excess shares
       on the date that Vornado accepts the deemed offer to sell the excess
       shares.

Our purchase right with respect to excess shares will exist for 90 days,
beginning on the date that the automatic exchange for excess shares occurred or,
if Vornado did not receive a notice concerning the purported transfer that
resulted in the automatic exchange for excess shares, the date that our board of
trustees determines in good faith that an exchange for excess shares has
occurred.

     Our board of trustees may exempt certain persons from the preferred shares
beneficial ownership limit or the constructive ownership limit if evidence
satisfactory to the trustees is presented showing that the exemption will not
jeopardize Vornado's status as a REIT under the Code. As a condition of the
exemption, the board of trustees may require a ruling from the Internal Revenue
Service, an opinion of counsel satisfactory to it and representations and
undertakings from the applicant with respect to preserving the REIT status of
Vornado.

     The foregoing restrictions on transferability and ownership will not apply
if our board of trustees determines that it is no longer in the best interests
of Vornado to attempt to qualify, or to continue to qualify, as a REIT.

     All certificates evidencing preferred shares will bear a legend referring
to the restrictions described above.
                                        42

     All persons who own, directly or by virtue of the applicable attribution
rules of the Internal Revenue Code, more than 2% of the outstanding preferred
shares of any series must give a written notice to Vornado containing the
information specified in our declaration of trust by January 31 of each year. In
addition, each shareholder upon demand must disclose to Vornado any information
Vornado may request, in good faith, in order to determine Vornado's status as a
REIT or to comply with Treasury regulations promulgated under the REIT
provisions of the Code.

  DEPOSITARY SHARES

     We may, at our option, elect to offer depositary shares, which represent
receipts for fractional interests in preferred shares rather than full preferred
shares. If we offer depositary shares, depositary receipts for depositary
shares, each of which will represent a fraction of a share of a particular
series of preferred shares, will be issued as described below. The prospectus
supplement relating to any series of depositary shares will state the fraction
of a preferred share represented by each depositary share.

     The description below of the material provisions of the deposit agreement
and of the depositary shares and depositary receipts is only a summary and is
qualified in its entirety by reference to the forms of deposit agreement and
depositary receipts relating to each series of the depositary shares that have
been or will be filed with the SEC at or before the time of the offering or sale
of a series of depositary shares. The particular terms of depositary shares
representing fractional interests in any particular series of preferred shares
will be described in the applicable prospectus supplement, which will supplement
the information in this prospectus.

     The shares of any series of preferred shares represented by depositary
shares will be deposited under a deposit agreement between Vornado and the
depositary. Subject to the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a preferred share
represented by the depositary share, to all the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of the
preferred shares represented by the depositary share.

  DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred shares to the record holders
of depositary shares relating to the preferred shares in proportion to the
numbers of depositary shares owned by the holders.

     If we make a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares in
an equitable manner, unless the depositary determines that it is not feasible to
make the distribution, in which case the depositary may sell the property and
distribute the net proceeds from the sale to the holders.

  WITHDRAWAL OF PREFERRED SHARES

     Upon surrender of depositary receipts at the corporate trust office of the
depositary, unless the related depositary shares have previously been called for
redemption or converted into excess shares or otherwise, each depositary receipt
holder will be entitled to delivery at the depositary's corporate trust office,
to or upon the holder's order, of the number of whole or fractional shares of
the class or series of preferred shares and any money or other property
represented by the depositary shares evidenced by the depositary receipts.
Holders of depositary receipts will be entitled to receive whole or fractional
shares of the related class or series of preferred shares on the basis of the
fraction of a preferred share represented by each depositary share as specified
in the applicable prospectus supplement, but holders of the preferred shares
will not be entitled to receive depositary shares representing the preferred
shares after exchanging the depositary shares for preferred shares. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
preferred shares to be withdrawn, the depositary will deliver to the holder at
the same time a new depositary receipt evidencing the excess number of
depositary shares.

                                        43

  REDEMPTION OF DEPOSITARY SHARES

     If a series of preferred shares represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of the
series of preferred shares held by the depositary. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to the series of preferred shares. Whenever
we redeem preferred shares held by the depositary, the depositary will redeem as
of the same redemption date the number of depositary shares representing the
redeemed preferred shares. If fewer than all the depositary shares are to be
redeemed, the depositary shares to be redeemed will be selected by lot,
proportionately or by any other equitable method as may be determined by the
depositary.

  VOTING THE PREFERRED SHARES

     Upon receipt of notice of any meeting at which the holders of the preferred
shares are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary shares relating
to the preferred shares. Each record holder of these depositary shares on the
record date will be entitled to instruct the depositary as to the exercise of
the voting rights pertaining to the amount of the preferred shares represented
by the holder's depositary shares. The record date for voting the depositary
shares will be the same as the record date for voting the preferred shares. The
depositary will endeavor, insofar as practicable, to vote the amount of the
preferred shares represented by the depositary shares in accordance with the
instructions, and we will take all reasonable action deemed necessary by the
depositary in order to enable the depositary to do so. The depositary will
abstain from voting the preferred shares to the extent it does not receive
specific instructions from the holder of depositary shares representing those
preferred shares.

  AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

     Vornado and the depositary may amend the form of depositary receipt
evidencing the depositary shares and any provision of the deposit agreement at
any time. However, any amendment that materially and adversely alters the rights
of the holders of depositary shares will not be effective unless the holders of
at least a majority of the depositary shares then outstanding approve the
amendment. The deposit agreement will only terminate if (a) all outstanding
depositary shares have been redeemed or (b) there has been a final distribution
in respect of the preferred shares in connection with any liquidation,
dissolution or winding up of Vornado and that distribution has been distributed
to the holders of the related depositary shares.

  CHARGES OF DEPOSITARY

     Vornado will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Vornado will
pay charges of the depositary in connection with the initial deposit of the
preferred shares and issuance of depositary receipts, all withdrawals of
preferred shares by owners of depositary shares and any redemption of the
preferred shares. Holders of depositary receipts will pay other transfer and
other taxes and governmental charges and any other charges expressly provided in
the deposit agreement to be for their account.

  RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to Vornado notice of
its election to do so, and Vornado may at any time remove the depositary. The
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of the appointment. The successor depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.

  RESTRICTIONS ON OWNERSHIP

     In order to safeguard Vornado against an inadvertent loss of REIT status,
the deposit agreement or the declaration of trust or both will contain
provisions restricting the ownership and transfer of depositary shares. These
restrictions will be described in the applicable prospectus supplement.
                                        44

  REPORTS; LIABILITY OF DEPOSITARY AND VORNADO REALTY TRUST

     The depositary will forward all reports and communications from Vornado
that are delivered to it and that Vornado is required or otherwise determines to
furnish to the holders of the preferred shares.

     Neither the depositary nor Vornado will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. The obligations of Vornado and the
depositary under the deposit agreement will be limited to performance in good
faith of their duties under the deposit agreement, and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred shares unless satisfactory indemnity is
furnished. They may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred shares for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.

DESCRIPTION OF COMMON SHARES OF VORNADO REALTY TRUST

     The following description of the common shares is only a summary of, and is
qualified in its entirety by reference to, the provisions governing the common
shares contained in the declaration of trust and bylaws. Copies of the
declaration of trust and bylaws are exhibits to the registration statement of
which this prospectus is a part. See "Available Information" for information
about how to obtain copies of the declaration of trust and bylaws.

     As of July 31, 2003, 113,154,902 common shares were issued and outstanding.
No excess shares were issued and outstanding as of July 31, 2003. The common
shares of Vornado Realty Trust are listed on the NYSE under the symbol "VNO."

  DIVIDEND AND VOTING RIGHTS OF HOLDERS OF COMMON SHARES

     The holders of common shares are entitled to receive dividends when, if and
as authorized by the board of trustees and declared by Vornado out of assets
legally available to pay dividends, if receipt of the dividends is in compliance
with the provisions in the declaration of trust restricting the transfer of
shares of beneficial interest. However, if any preferred shares are at the time
outstanding, Vornado may only pay dividends or other distributions on common
shares or purchase common shares if full cumulative dividends have been paid on
outstanding preferred shares and there is no arrearage in any mandatory sinking
fund on outstanding preferred shares. The terms of the series of preferred
shares that are now issued and outstanding do not provide for any mandatory
sinking fund.

     The holders of common shares are entitled to one vote for each share on all
matters on which shareholders are entitled to vote, including elections of
trustees. There is no cumulative voting in the election of trustees, which means
that the holders of a majority of the outstanding common shares can elect all of
the trustees then standing for election. The holders of common shares do not
have any conversion, redemption or preemptive rights to subscribe to any
securities of Vornado. If Vornado is dissolved, liquidated or wound up, holders
of common shares are entitled to share proportionally in any assets remaining
after the prior rights of creditors, including holders of Vornado's
indebtedness, and the aggregate liquidation preference of any preferred shares
then outstanding are satisfied in full.

     The common shares have equal dividend, distribution, liquidation and other
rights and have no preference, appraisal or exchange rights. All outstanding
common shares are, and any common shares offered by a prospectus supplement,
upon issuance, will be, duly authorized, fully paid and non-assessable.

     The transfer agent for the common shares is Wachovia Bank, N.A., Charlotte,
North Carolina.

  RESTRICTIONS ON OWNERSHIP OF COMMON SHARES

     The Common Shares Beneficial Ownership Limit.  For Vornado to maintain its
qualification as a REIT under the Internal Revenue Code, not more than 50% of
the value of its outstanding shares of beneficial interest may be owned,
directly or indirectly, by five or fewer individuals at any time during the last
half of a taxable year and the shares of beneficial interest must be
beneficially owned by 100 or more persons during at least 335 days of a taxable
year of 12 months, or during a proportionate part of a shorter taxable year. The
Internal Revenue

                                        45

Code defines "individuals" to include some entities for purposes of the
preceding sentence. All references to a shareholder's ownership of common shares
in this section "-- The Common Shares Beneficial Ownership Limit" assume
application of the applicable attribution rules of the Internal Revenue Code
under which, for example, a shareholder is deemed to own shares owned by his or
her spouse.

     The declaration of trust contains a number of provisions that restrict the
ownership and transfer of shares and are designed to safeguard Vornado against
an inadvertent loss of its REIT status. These provisions also seek to deter
non-negotiated acquisitions of, and proxy fights for, us by third parties. The
declaration of trust contains a limitation that restricts, with some exceptions,
shareholders from owning more than a specified percentage of the outstanding
common shares. We call this percentage the "common shares beneficial ownership
limit." The common shares beneficial ownership limit was initially set at 2.0%
of the outstanding common shares. The board of trustees subsequently adopted a
resolution raising the common shares beneficial ownership limit from 2.0% to
6.7% of the outstanding common shares and has the authority to grant exemptions
from the common shares beneficial ownership limit. The shareholders who owned
more than 6.7% of the common shares immediately after the merger of Vornado,
Inc. into Vornado in May 1993 may continue to do so and may acquire additional
common shares through stock option and similar plans or from other shareholders
who owned more than 6.7% of the common shares immediately after that merger.
However, common shares cannot be transferred if, as a result, more than 50% in
value of the outstanding shares of Vornado would be owned by five or fewer
individuals. While the shareholders who owned more than 6.7% of the common
shares immediately after the merger of Vornado, Inc. into Vornado in May 1993
are not generally permitted to acquire additional common shares from any other
source, these shareholders may acquire additional common shares from any source
if Vornado issues additional common shares, up to the percentage held by them
immediately before Vornado issues the additional shares.

     Shareholders should be aware that events other than a purchase or other
transfer of common shares can result in ownership, under the applicable
attribution rules of the Internal Revenue Code, of common shares in excess of
the common shares beneficial ownership limit. For instance, if two shareholders,
each of whom owns 3.5% of the outstanding common shares, were to marry, then
after their marriage both shareholders would be deemed to own 7.0% of the
outstanding common shares, which is in excess of the common shares beneficial
ownership limit. Similarly, if a shareholder who owns 4.9% of the outstanding
common shares were to purchase a 50% interest in a corporation which owns 4.8%
of the outstanding common shares, then the shareholder would be deemed to own
7.3% of the outstanding common shares. You should consult your own tax advisors
concerning the application of the attribution rules of the Internal Revenue Code
in your particular circumstances.

     The Constructive Ownership Limit.  Under the Internal Revenue Code, rental
income received by a REIT from persons in which the REIT is treated, under the
applicable attribution rules of the Code, as owning a 10% or greater interest
does not constitute qualifying income for purposes of the income requirements
that REITs must satisfy. For these purposes, a REIT is treated as owning any
stock owned, under the applicable attribution rules of the Code, by a person
that owns 10% or more of the value of the outstanding shares of the REIT. The
attribution rules of the Code applicable for these purposes are different from
those applicable with respect to the common shares beneficial ownership limit.
All references to a shareholder's ownership of common shares in this section
"-- The Constructive Ownership Limit" assume application of the applicable
attribution rules of the Code.

     In order to ensure that rental income of Vornado will not be treated as
nonqualifying income under the rule described in the preceding paragraph, and
thus to ensure that Vornado will not inadvertently lose its REIT status as a
result of the ownership of shares by a tenant, or a person that holds an
interest in a tenant, the declaration of trust contains an ownership limit that
restricts, with some exceptions, shareholders from owning more than 9.9% of the
outstanding shares of any class. We refer to this 9.9% ownership limit as the
"constructive ownership limit." The shareholders who owned shares in excess of
the constructive ownership limit immediately after the merger of Vornado, Inc.
into Vornado in May 1993 generally are not subject to the constructive ownership
limit. The declaration of trust also contains restrictions that are designed to
ensure that the shareholders who owned shares in excess of the constructive
ownership limit immediately after the merger of Vornado, Inc. into Vornado in
May 1993 will not, in the aggregate, own a large enough interest in a tenant or
subtenant of the REIT to cause rental income received, directly or indirectly,
by the REIT from that tenant or subtenant to be treated as nonqualifying income
for purposes of the income requirements that REITs must satisfy. The
restrictions

                                        46

described in the preceding sentence have an exception for tenants and subtenants
from whom the REIT receives, directly or indirectly, rental income that is not
in excess of a specified threshold.

     Shareholders should be aware that events other than a purchase or other
transfer of shares can result in ownership, under the applicable attribution
rules of the Internal Revenue Code, of shares in excess of the constructive
ownership limit. As the attribution rules that apply with respect to the
constructive ownership limit differ from those that apply with respect to the
common shares beneficial ownership limit, the events other than a purchase or
other transfer of shares which can result in share ownership in excess of the
constructive ownership limit can differ from those which can result in share
ownership in excess of the common shares beneficial ownership limit. You should
consult your own tax advisors concerning the application of the attribution
rules of the Code in your particular circumstances.

     Issuance of Excess Shares If the Ownership Limits Are Violated.  The
declaration of trust provides that a transfer of common shares that would
otherwise result in ownership, under the applicable attribution rules of the
Internal Revenue Code, of common shares in excess of the common shares
beneficial ownership limit or the constructive ownership limit, or which would
cause the shares of beneficial interest of Vornado to be beneficially owned by
fewer than 100 persons, will have no effect and the purported transferee will
acquire no rights or economic interest in the common shares. In addition, the
declaration of trust provides that common shares that would otherwise be owned,
under the applicable attribution rules of the Code, in excess of the common
shares beneficial ownership limit or the constructive ownership limit will be
automatically exchanged for excess shares. These excess shares will be
transferred, by operation of law, to Vornado as trustee of a trust for the
exclusive benefit of a beneficiary designated by the purported transferee or
purported holder. While so held in trust, excess shares are not entitled to vote
and are not entitled to participate in any dividends or distributions made by
Vornado. Any dividends or distributions received by the purported transferee or
other purported holder of the excess shares before Vornado discovers the
automatic exchange for excess shares must be repaid to Vornado upon demand.

     If the purported transferee or purported holder elects to designate a
beneficiary of an interest in the trust with respect to the excess shares, he or
she may designate only a person whose ownership of the shares will not violate
the common shares beneficial ownership limit or the constructive ownership
limit. When the designation is made, the excess shares will be automatically
exchanged for common shares. The declaration of trust contains provisions
designed to ensure that the purported transferee or other purported holder of
the excess shares may not receive, in return for transferring an interest in the
trust with respect to the excess shares, an amount that reflects any
appreciation in the common shares for which the excess shares were exchanged
during the period that the excess shares were outstanding but will bear the
burden of any decline in value during that period. Any amount received by a
purported transferee or other purported holder for designating a beneficiary in
excess of the amount permitted to be received must be turned over to Vornado.
The declaration of trust provides that Vornado, or its designee, may purchase
any excess shares that have been automatically exchanged for common shares as a
result of a purported transfer or other event. The price at which Vornado, or
its designee, may purchase the excess shares will be equal to the lesser of:

     - in the case of excess shares resulting from a purported transfer for
       value, the price per share in the purported transfer that resulted in the
       automatic exchange for excess shares, or in the case of excess shares
       resulting from some other event, the market price of the common shares
       exchanged on the date of the automatic exchange for excess shares; and

     - the market price of the common shares exchanged for the excess shares on
       the date that Vornado accepts the deemed offer to sell the excess shares.

     Vornado's right to buy the excess shares will exist for 90 days, beginning
on the date that the automatic exchange for excess shares occurred or, if
Vornado did not receive a notice concerning the purported transfer that resulted
in the automatic exchange for excess shares, the date that the board of trustees
determines in good faith that an exchange for excess shares has occurred.

     Other Provisions Concerning the Restrictions on Ownership.  Our board of
trustees may exempt persons from the common shares beneficial ownership limit or
the constructive ownership limit, including the limitations

                                        47

applicable to holders who owned in excess of 6.7% of the common shares
immediately after the merger of Vornado, Inc. into Vornado in May 1993, if
evidence satisfactory to the board of trustees is presented showing that the
exemption will not jeopardize Vornado's status as a REIT under the Internal
Revenue Code. No exemption to a person that is an individual for purposes of
Section 542(a)(2) of the Internal Revenue Code, however, may permit the
individual to have beneficial ownership in excess of 9.9% of the outstanding
shares of the class. Before granting an exemption of this kind, the board of
trustees may require a ruling from the IRS and/or an opinion of counsel
satisfactory to it and/or representations and undertakings from the applicant
with respect to preserving the REIT status of Vornado.

     The foregoing restrictions on transferability and ownership will not apply
if the board of trustees determines that it is no longer in the best interests
of Vornado to attempt to qualify, or to continue to qualify, as a REIT.

     All persons who own, directly or by virtue of the applicable attribution
rules of the Internal Revenue Code, more than 2.0% of the outstanding common
shares must give a written notice to Vornado containing the information
specified in the declaration of trust by January 31 of each year. In addition,
each shareholder will be required to disclose to Vornado upon demand any
information that Vornado may request, in good faith, to determine Vornado's
status as a REIT or to comply with Treasury regulations promulgated under the
REIT provisions of the Code.

     The ownership restrictions described above may have the effect of
precluding acquisition of control of Vornado unless the Vornado board determines
that maintenance of REIT status is no longer in the best interests of Vornado.

                    LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

     In this section, we describe special considerations that will apply to
registered securities issued in global -- i.e., book-entry -- form. First we
describe the difference between legal ownership and indirect ownership of
registered securities. Then we describe special provisions that apply to global
securities.

WHO IS THE LEGAL OWNER OF A REGISTERED SECURITY?

     Each debt security, common or preferred share and depositary share in
registered form will be represented either by a certificate issued in definitive
form to a particular investor or by one or more global securities representing
the entire issuance of securities. We refer to those who have securities
registered in their own names, on the books that we or the trustee or other
agent maintain for this purpose, as the "holders" of those securities. These
persons are the legal holders of the securities. We refer to those who,
indirectly through others, own beneficial interests in securities that are not
registered in their own names as indirect owners of those securities. As we
discuss below, indirect owners are not legal holders, and investors in
securities issued in book-entry form or in street name will be indirect owners.

BOOK-ENTRY OWNERS

     We expect to issue debt securities, preferred shares and depositary shares
in book-entry form only. However, we may issue common shares in book-entry form.
This means those securities will be represented by one or more global securities
registered in the name of a financial institution that holds them as depositary
on behalf of other financial institutions that participate in the depositary's
book-entry system. These participating institutions, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.

     Under each indenture or other applicable agreement, only the person in
whose name a security is registered is recognized as the holder of that
security. Consequently, for securities issued in global form, we will recognize
only the depositary as the holder of the securities and we will make all
payments on the securities, including deliveries of common or preferred shares
in exchange for exchangeable debt securities, to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass
the payments along to their customers who are the beneficial owners. The
depositary and its participants do so under agreements they have made with one
another or with their customers; they are not obligated to do so under the terms
of the securities.

                                        48

     As a result, investors will not own securities directly. Instead, they will
own beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depositary's book-entry system or
holds an interest through a participant. As long as the securities are issued in
global form, investors will be indirect owners, and not holders, of the
securities.

STREET NAME OWNERS

     In the future we may terminate a global security or issue securities
initially in non-global form. In these cases, investors may choose to hold their
securities in their own names or in street name. Securities held by an investor
in street name would be registered in the name of a bank, broker or other
financial institution that the investor chooses, and the investor would hold
only a beneficial interest in those securities through an account he or she
maintains at that institution.

     For securities held in street name, we will recognize only the intermediary
banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities and we will make all payments
on those securities, including deliveries of common or preferred shares in
exchange for exchangeable debt securities, to them. These institutions pass
along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold securities in
street name will be indirect owners, not holders, of those securities.

LEGAL HOLDERS

     Our obligations, as well as the obligations of the trustee under either
indenture and the obligations, if any, of any other third parties employed by
us, the trustee or any agents, run only to the holders of the securities. We do
not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect owner of a security or has no
choice because we are issuing the securities only in global form.

     For example, once we make a payment or give a notice to the holder, we have
no further responsibility for that payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect owners but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose -- e.g., to amend the
indenture for a series of debt securities or to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of an
indenture -- we would seek the approval only from the holders, and not the
indirect owners, of the relevant securities. Whether and how the holders contact
the indirect owners is up to the holders.

     When we refer to "you" in this section of the prospectus, we mean those who
invest in the securities being offered by this prospectus, whether they are the
holders or only indirect owners of those securities. When we refer to "your
securities" in this section of the prospectus, we mean the securities in which
you will hold a direct or indirect interest.

SPECIAL CONSIDERATIONS FOR INDIRECT OWNERS

     If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:

     - how it handles securities payments and notices;

     - whether it imposes fees or charges;

     - how it would handle a request for the holders' consent, if ever required;

     - whether and how you can instruct it to send you securities registered in
       your own name so you can be a holder, if that is permitted in the future;

                                        49

     - how it would exercise rights under the securities if there were a default
       or other event triggering the need for holders to act to protect their
       interests; and

     - if the securities are in book-entry form, how the depositary's rules and
       procedures will affect these matters.

WHAT IS A GLOBAL SECURITY?

     A global security is issued in book-entry form only. Each security issued
in book-entry form will be represented by a global security that we deposit with
and register in the name of one or more financial institutions or clearing
systems, or their nominees, which we select. A financial institution or clearing
system that we select for any security for this purpose is called the
"depositary" for that security. A security will usually have only one depositary
but it may have more.

     Each series of these securities will have one or more of the following as
the depositaries:

     - The Depository Trust Company, New York, New York, which is known as
       "DTC";

     - a financial institution holding the securities on behalf of Euroclear
       Bank S.A./N.V., as operator of the Euroclear system, which is known as
       "Euroclear";

     - a financial institution holding the securities on behalf of Clearstream
       Banking, societe anonyme, Luxembourg, which is known as "Clearstream";
       and

     - any other clearing system or financial institution named in the
       applicable prospectus supplement.

     The depositaries named above may also be participants in one another's
systems. Thus, for example, if DTC is the depositary for a global security,
investors may hold beneficial interests in that security through Euroclear or
Clearstream, as DTC participants. The depositary or depositaries for your
securities will be named in your prospectus supplement; if none is named, the
depositary will be DTC.

     A global security may represent one or any other number of individual
securities. Generally, all securities represented by the same global security
will have the same terms. We may, however, issue a global security that
represents multiple securities of the same kind, such as debt securities, that
have different terms and are issued at different times. We call this kind of
global security a master global security. Your prospectus supplement will
indicate whether your securities are represented by a master global security.

     A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise. We describe those situations below under "-- Holder's Option
to Obtain a Non-Global Security; Special Situations When a Global Security Will
Be Terminated". As a result of these arrangements, the depositary, or its
nominee, will be the sole registered owner and holder of all securities
represented by a global security, and investors will be permitted to own only
indirect interests in a global security. Indirect interests must be held by
means of an account with a broker, bank or other financial institution that in
turn has an account with the depositary or with another institution that does.
Thus, an investor whose security is represented by a global security will not be
a holder of the security, but only an indirect owner of an interest in the
global security.

     If the prospectus supplement for a particular security indicates that the
security will be issued in global form only, then the security will be
represented by a global security at all times unless and until the global
security is terminated. We describe the situations in which this can occur below
under "-- Holder's Option to Obtain a Non-Global Security; Special Situations
When a Global Security Will Be Terminated". If termination occurs, we may issue
the securities through another book-entry clearing system or decide that the
securities may no longer be held through any book-entry clearing system.

SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES

     As an indirect owner, an investor's rights relating to a global security
will be governed by the account rules of the depositary and those of the
investor's financial institution or other intermediary through which it holds
its interest (e.g., Euroclear or Clearstream, if DTC is the depositary), as well
as general laws relating to securities
                                        50

transfers. We do not recognize this type of investor or any intermediary as a
holder of securities and instead deal only with the depositary that holds the
global security.

     If securities are issued only in the form of a global security, an investor
should be aware of the following:

     - An investor cannot cause the securities to be registered in his or her
       own name, and cannot obtain non-global certificates for his or her
       interest in the securities, except in the special situations we describe
       below;

     - An investor will be an indirect holder and must look to his or her own
       bank or broker for payments on the securities and protection of his or
       her legal rights relating to the securities, as we describe above under
       "-- Who Is the Legal Owner of a Registered Security?";

     - An investor may not be able to sell interests in the securities to some
       insurance companies and other institutions that are required by law to
       own their securities in non-book-entry form;

     - An investor may not be able to pledge his or her interest in a global
       security in circumstances where certificates representing the securities
       must be delivered to the lender or other beneficiary of the pledge in
       order for the pledge to be effective;

     - The depositary's policies will govern payments, deliveries, transfers,
       exchanges, notices and other matters relating to an investor's interest
       in a global security, and those policies may change from time to time.
       We, the trustee and any agents will have no responsibility for any aspect
       of the depositary's policies, actions or records of ownership interests
       in a global security. We, the trustee and any agents also do not
       supervise the depositary in any way;

     - The depositary will require that those who purchase and sell interests in
       a global security within its book-entry system use immediately available
       funds and your broker or bank may require you to do so as well; and

     - Financial institutions that participate in the depositary's book-entry
       system and through which an investor holds its interest in the global
       securities, directly or indirectly, may also have their own policies
       affecting payments, deliveries, transfers, exchanges, notices and other
       matters relating to the securities, and those policies may change from
       time to time. For example, if you hold an interest in a global security
       through Euroclear or Clearstream, when DTC is the depositary, Euroclear
       or Clearstream, as applicable, will require those who purchase and sell
       interests in that security through them to use immediately available
       funds and comply with other policies and procedures, including deadlines
       for giving instructions as to transactions that are to be effected on a
       particular day. There may be more than one financial intermediary in the
       chain of ownership for an investor. We do not monitor and are not
       responsible for the policies or actions or records of ownership interests
       of any of those intermediaries.

HOLDER'S OPTION TO OBTAIN A NON-GLOBAL SECURITY; SPECIAL SITUATIONS WHEN A
GLOBAL SECURITY WILL BE TERMINATED

     If we issue any series of securities in book-entry form but we choose to
give the beneficial owners of that series the right to obtain non-global
securities, any beneficial owner entitled to obtain non-global securities may do
so by following the applicable procedures of the depositary, any transfer agent
or registrar for that series and that owner's bank, broker or other financial
institution through which that owner holds its beneficial interest in the
securities. For example, in the case of a global security representing preferred
shares or depositary shares, a beneficial owner will be entitled to obtain a
non-global security representing its interest by making a written request to the
transfer agent or other agent designated by us. If you are entitled to request a
non-global certificate and wish to do so, you will need to allow sufficient lead
time to enable us or our agent to prepare the requested certificate.

     In addition, in a few special situations described below, a global security
will be terminated and interests in it will be exchanged for certificates in
non-global form representing the securities it represented. After that exchange,
the choice of whether to hold the securities directly or in street name will be
up to the investor. Investors must consult their own banks or brokers to find
out how to have their interests in a global security
                                        51

transferred on termination to their own names, so that they will be holders. We
have described the rights of holders and street name investors above under
"-- Who Is the Legal Owner of a Registered Security?"

     The special situations for termination of a global security are as follows:

     - if the depositary notifies us that it is unwilling or unable to continue
       as depositary for that global security or the depositary has ceased to be
       a clearing agency registered under the Securities Exchange Act, and in
       either case we do not appoint another institution to act as depositary
       within 90 days;

     - in the case of a global security representing debt securities, if an
       event of default has occurred with regard to the debt securities and has
       not been cured or waived; or

     - any other circumstances specified for this purpose in the applicable
       prospectus supplement.

     If a global security is terminated, only the depositary, and not we or the
trustee for any debt securities, is responsible for deciding the names of the
institutions in whose names the securities represented by the global security
will be registered and, therefore, who will be the holders of those securities.

CONSIDERATIONS RELATING TO EUROCLEAR AND CLEARSTREAM

     Euroclear and Clearstream are securities clearance systems in Europe. Both
systems clear and settle securities transactions between their participants
through electronic, book-entry delivery of securities against payment.

     Euroclear and Clearstream may be depositaries for a global security. In
addition, if DTC is the depositary for a global security, Euroclear and
Clearstream may hold interests in the global security as participants in DTC.

     As long as any global security is held by Euroclear or Clearstream, as
depositary, you may hold an interest in the global security only through an
organization that participates, directly or indirectly, in Euroclear or
Clearstream. If Euroclear or Clearstream is the depositary for a global security
and there is no depositary in the United States, you will not be able to hold
interests in that global security through any securities clearance system in the
United States.

     Payments, deliveries, transfers, exchanges, notices and other matters
relating to the securities made through Euroclear or Clearstream must comply
with the rules and procedures of those systems. Those systems could change their
rules and procedures at any time. We have no control over those systems or their
participants and we take no responsibility for their activities. Transactions
between participants in Euroclear or Clearstream, on one hand, and participants
in DTC, on the other hand, when DTC is the depositary, would also be subject to
DTC's rules and procedures.

SPECIAL TIMING CONSIDERATIONS FOR TRANSACTIONS IN EUROCLEAR AND CLEARSTREAM

     Investors will be able to make and receive through Euroclear and
Clearstream payments, deliveries, transfers, exchanges, notices and other
transactions involving any securities held through those systems only on days
when those systems are open for business. Those systems may not be open for
business on days when banks, brokers and other institutions are open for
business in the United States.

     In addition, because of time-zone differences, U.S. investors who hold
their interests in the securities through these systems and wish to transfer
their interests, or to receive or make a payment or delivery or exercise any
other right with respect to their interests, on a particular day may find that
the transaction will not be effected until the next business day in Luxembourg
or Brussels, as applicable. Thus, investors who wish to exercise rights that
expire on a particular day may need to act before the expiration date. In
addition, investors who hold their interests through both DTC and Euroclear or
Clearstream may need to make special arrangements to finance any purchases or
sales of their interests between the U.S. and European clearing systems, and
those transactions may settle later than would be the case for transactions
within one clearing system.

                                        52

                       FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion summarizes the taxation of Vornado Realty Trust
and the material Federal income tax consequences to holders of the common
shares, preferred shares and fixed rate debt securities that are not original
issue discount or zero coupon debt securities for your general information only.
It is not tax advice. The tax treatment of these holders will vary depending
upon the holder's particular situation, and this discussion addresses only
holders that hold these securities as capital assets and does not deal with all
aspects of taxation that may be relevant to particular holders in light of their
personal investment or tax circumstances. This section also does not deal with
all aspects of taxation that may be relevant to certain types of holders to
which special provisions of the Federal income tax laws apply, including:

     - dealers in securities or currencies;

     - traders in securities that elect to use a mark-to-market method of
       accounting for their securities holdings;

     - banks;

     - tax-exempt organizations;

     - certain insurance companies;

     - persons liable for the alternative minimum tax;

     - persons that hold securities that are a hedge, that are hedged against
       interest rate or currency risks or that are part of a straddle or
       conversion transaction; and

     - U.S. shareholders or U.S. debt security holders whose functional currency
       is not the U.S. dollar.

     This summary is based on the Internal Revenue Code, its legislative
history, existing and proposed regulations under the Internal Revenue Code,
published rulings and court decisions. This summary describes the provisions of
these sources of law only as they are currently in effect. All of these sources
of law may change at any time, and any change in the law may apply
retroactively.

     WE URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE TAX
CONSEQUENCES TO YOU OF ACQUIRING, OWNING AND SELLING COMMON SHARES, PREFERRED
SHARES AND FIXED RATE DEBT SECURITIES, INCLUDING THE FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES OF ACQUIRING, OWNING AND SELLING THESE SECURITIES IN
YOUR PARTICULAR CIRCUMSTANCES AND POTENTIAL CHANGES IN APPLICABLE LAWS.

TAXATION OF VORNADO REALTY TRUST AS A REIT

     In the opinion of Sullivan & Cromwell LLP, commencing with its taxable year
ended December 31, 1993, Vornado Realty Trust has been organized and operated in
conformity with the requirements for qualification and taxation as a REIT under
the Internal Revenue Code, and Vornado Realty Trust's proposed method of
operation will enable it to continue to meet the requirements for qualification
and taxation as a REIT under the Internal Revenue Code. Investors should be
aware, however, that opinions of counsel are not binding upon the Internal
Revenue Service or any court.

     In providing its opinion, Sullivan & Cromwell LLP is relying,

     - as to certain factual matters upon the statements and representations
       contained in certificates provided to Sullivan & Cromwell LLP by Vornado,
       Two Penn Plaza, REIT, Inc. and AmeriCold Corporation;

     - without independent investigation, as to certain factual matters upon the
       statements and representations contained in the certificate provided to
       Sullivan & Cromwell LLP by Alexander's; and

     - without independent investigation, upon the opinion of Shearman &
       Sterling LLP concerning the qualification of Alexander's as a REIT for
       each taxable year commencing with its taxable year ended December 31,
       1995.

                                        53

     In providing its opinion regarding the qualification of Alexander's as a
REIT for Federal income tax purposes, Shearman & Sterling LLP is relying, as to
certain factual matters, upon representations received from Alexander's.

     Vornado's qualification as a REIT will depend upon the continuing
satisfaction by Vornado and, given Vornado's current ownership interest in
Alexander's, AmeriCold and Two Penn, by Alexander's, AmeriCold and Two Penn, of
the requirements of the Internal Revenue Code relating to qualification for REIT
status. Some of these requirements depend upon actual operating results,
distribution levels, diversity of stock ownership, asset composition, source of
income and record keeping. Accordingly, while Vornado intends to continue to
qualify to be taxed as a REIT, the actual results of Vornado's, Two Penn's,
AmeriCold's or Alexander's operations for any particular year might not satisfy
these requirements. Neither Sullivan & Cromwell LLP nor Shearman & Sterling LLP
will monitor the compliance of Vornado, Two Penn, AmeriCold or Alexander's with
the requirements for REIT qualification on an ongoing basis.

     The sections of the Internal Revenue Code applicable to REITs are highly
technical and complex. The following discussion summarizes material aspects of
these sections of the Internal Revenue Code.

     As a REIT, Vornado generally will not have to pay Federal corporate income
taxes on its net income that it currently distributes to shareholders. This
treatment substantially eliminates the "double taxation" at the corporate and
shareholder levels that generally results from investment in a regular
corporation.

     However, Vornado will have to pay Federal income tax as follows:

     - First, Vornado will have to pay tax at regular corporate rates on any
       undistributed real estate investment trust taxable income, including
       undistributed net capital gains.

     - Second, under certain circumstances, Vornado may have to pay the
       alternative minimum tax on its items of tax preference.

     - Third, if Vornado has (a) net income from the sale or other disposition
       of "foreclosure property", as defined in the Internal Revenue Code, which
       is held primarily for sale to customers in the ordinary course of
       business or (b) other non-qualifying income from foreclosure property, it
       will have to pay tax at the highest corporate rate on that income.

     - Fourth, if Vornado has net income from "prohibited transactions", as
       defined in the Internal Revenue Code, Vornado will have to pay a 100% tax
       on that income. Prohibited transactions are, in general, certain sales or
       other dispositions of property, other than foreclosure property, held
       primarily for sale to customers in the ordinary course of business.

     - Fifth, if Vornado should fail to satisfy the 75% gross income test or the
       95% gross income test, as discussed below under "-- Requirements for
       Qualification -- Income Tests", but has nonetheless maintained its
       qualification as a REIT because Vornado has satisfied some other
       requirements, it will have to pay a 100% tax on an amount equal to (a)
       the gross income attributable to the greater of (i) 75% of Vornado's
       gross income over the amount of gross income that is qualifying income
       for purposes of the 75% test, and (ii) 90% of Vornado's gross income (95%
       for taxable years ending before January 1, 2001) over the amount of gross
       income that is qualifying income for purposes of the 95% test, multiplied
       by (b) a fraction intended to reflect Vornado's profitability.

     - Sixth, if Vornado should fail to distribute during each calendar year at
       least the sum of (1) 85% of its real estate investment trust ordinary
       income for that year, (2) 95% of its real estate investment trust capital
       gain net income for that year and (3) any undistributed taxable income
       from prior periods, Vornado would have to pay a 4% excise tax on the
       excess of that required distribution over the amounts actually
       distributed.

     - Seventh, if during the 10-year period beginning on the first day of the
       first taxable year for which Vornado qualified as a REIT, Vornado
       recognizes gain on the disposition of any asset held by Vornado as of the
       beginning of that period, then, to the extent of the excess of (a) fair
       market value of that asset as of the beginning of that period over (b)
       Vornado's adjusted basis in that asset as of the beginning of that
       period,

                                        54

       Vornado will have to pay tax on that gain at the highest regular
       corporate rate. We refer to the excess of fair market value over adjusted
       basis described in the preceding sentence as "built-in gain".

       Notwithstanding the taxation of built-in gain described in the preceding
       paragraph of this bullet point, Vornado will not have to pay tax on
       recognized built-in gain with respect to assets held as of the first day
       of the 10-year period beginning on the first day of the first taxable
       year for which Vornado qualified as a REIT, to the extent that the
       aggregate amount of that recognized built-in gain exceeds the net
       aggregate amount of Vornado's unrealized built-in gain as of the first
       day of that period.

     - Eighth, if Vornado acquires any asset from a C corporation in certain
       transactions in which Vornado must adopt the basis of the asset or any
       other property in the hands of the C corporation as the basis of the
       asset in the hands of Vornado, and Vornado recognizes gain on the
       disposition of that asset during the 10-year period beginning on the date
       on which Vornado acquired that asset, then Vornado will have to pay tax
       on the built-in gain at the highest regular corporate rate. A C
       corporation means generally a corporation that has to pay full
       corporate-level tax.

     - Ninth, for taxable years beginning after December 31, 2000, if Vornado
       receives non-arm's length income from a taxable REIT subsidiary (as
       defined under "-- Requirements for Qualification -- Asset Tests"), or as
       a result of services provided by a taxable REIT subsidiary to tenants of
       Vornado, Vornado will be subject to a 100% tax on the amount of Vornado's
       non-arm's length income.

REQUIREMENTS FOR QUALIFICATION

     The Internal Revenue Code defines a REIT as a corporation, trust or
association

     - which is managed by one or more trustees or directors;

     - the beneficial ownership of which is evidenced by transferable shares, or
       by transferable certificates of beneficial interest;

     - which would otherwise be taxable as a domestic corporation, but for
       Sections 856 through 859 of the Internal Revenue Code;

     - which is neither a financial institution nor an insurance company to
       which certain provisions of the Internal Revenue Code apply;

     - the beneficial ownership of which is held by 100 or more persons;

     - during the last half of each taxable year, not more than 50% in value of
       the outstanding stock of which is owned, directly or constructively, by
       five or fewer individuals, as defined in the Internal Revenue Code to
       include certain entities; and

     - which meets certain other tests, described below, regarding the nature of
       its income and assets.

     The Internal Revenue Code provides that the conditions described in the
first through fourth bullet points above must be met during the entire taxable
year and that the condition described in the fifth bullet point above must be
met during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months.

     Vornado has satisfied the conditions described in the first through fifth
bullet points of the preceding paragraph and believes that it has also satisfied
the condition described in the sixth bullet point of the preceding paragraph. In
addition, Vornado's declaration of trust provides for restrictions regarding the
ownership and transfer of Vornado's shares of beneficial interest. These
restrictions are intended to assist Vornado in continuing to satisfy the share
ownership requirements described in the fifth and sixth bullet points of the
preceding paragraph. The ownership and transfer restrictions pertaining to the
common shares are described in this prospectus under the heading "Description of
Common Shares -- Restrictions on Ownership of Common Shares."

     Vornado owns a number of wholly-owned corporate subsidiaries. Internal
Revenue Code Section 856(i) provides that unless a REIT makes an election to
treat the corporation as a taxable REIT subsidiary, a corporation
                                        55

which is a "qualified REIT subsidiary", as defined in the Internal Revenue Code,
will not be treated as a separate corporation, and all assets, liabilities and
items of income, deduction and credit of a qualified REIT subsidiary will be
treated as assets, liabilities and items of these kinds of the REIT. Thus, in
applying the requirements described in this section, Vornado's qualified REIT
subsidiaries will be ignored, and all assets, liabilities and items of income,
deduction and credit of these subsidiaries will be treated as assets,
liabilities and items of these kinds of Vornado. Vornado believes that all of
its wholly-owned corporate subsidiaries are qualified REIT subsidiaries.

     If a REIT is a partner in a partnership, Treasury regulations provide that
the REIT will be deemed to own its proportionate share of the assets of the
partnership and will be deemed to be entitled to the income of the partnership
attributable to that share. In addition, the character of the assets and gross
income of the partnership will retain the same character in the hands of the
REIT for purposes of Section 856 of the Internal Revenue Code, including
satisfying the gross income tests and the asset tests. Thus, Vornado's
proportionate share of the assets, liabilities and items of income of any
partnership in which Vornado is a partner, including the operating partnership,
will be treated as assets, liabilities and items of income of Vornado for
purposes of applying the requirements described in this section. Thus, actions
taken by partnerships in which Vornado owns an interest, either directly or
through one or more tiers of partnerships or qualified REIT subsidiaries, can
affect Vornado's ability to satisfy the REIT income and assets tests and the
determination of whether Vornado has net income from prohibited transactions.
See the fourth bullet point on page 64 for a discussion of prohibited
transactions.

     Income Tests.  In order to maintain its qualification as a REIT, Vornado
annually must satisfy three gross income requirements.

     - First, Vornado must derive at least 75% of its gross income, excluding
       gross income from prohibited transactions, for each taxable year directly
       or indirectly from investments relating to real property or mortgages on
       real property, including "rents from real property", as defined in the
       Internal Revenue Code, or from certain types of temporary investments.
       Rents from real property generally include expenses of Vornado that are
       paid or reimbursed by tenants.

     - Second, at least 95% of Vornado's gross income, excluding gross income
       from prohibited transactions, for each taxable year must be derived from
       real property investments as described in the preceding bullet point,
       dividends, interest and gain from the sale or disposition of stock or
       securities, or from any combination of these types of source.

     - Third, for its taxable years before 1998, short-term gain from the sale
       or other disposition of stock or securities, gain from prohibited
       transactions and gain on the sale or other disposition of real property
       held for less than four years, apart from involuntary conversions and
       sales of foreclosure property, was required to represent less than 30% of
       Vornado's gross income, including gross income from prohibited
       transactions, for each of these taxable years.

     Rents that Vornado receives will qualify as rents from real property in
satisfying the gross income requirements for a REIT described above only if the
rents satisfy several conditions.

     - First, the amount of rent must not be based in whole or in part on the
       income or profits of any person. However, an amount received or accrued
       generally will not be excluded from rents from real property solely
       because it is based on a fixed percentage or percentages of receipts or
       sales.

     - Second, the Internal Revenue Code provides that rents received from a
       tenant will not qualify as rents from real property in satisfying the
       gross income tests if the REIT, directly or under the applicable
       attribution rules, owns a 10% or greater interest in that tenant; except
       that for tax years beginning after December 31, 2000, rents received from
       a taxable REIT subsidiary under certain circumstances qualify as rents
       from real property even if Vornado owns more than a 10% interest in the
       subsidiary. We refer to a tenant in which Vornado owns a 10% or greater
       interest as a "related party tenant."

     - Third, if rent attributable to personal property leased in connection
       with a lease of real property is greater than 15% of the total rent
       received under the lease, then the portion of rent attributable to the
       personal property will not qualify as rents from real property.

                                        56

     - Finally, for rents received to qualify as rents from real property, the
       REIT generally must not operate or manage the property or furnish or
       render services to the tenants of the property, other than through an
       independent contractor from whom the REIT derives no revenue or through a
       taxable REIT subsidiary. However, Vornado may directly perform certain
       services that landlords usually or customarily render when renting space
       for occupancy only or that are not considered rendered to the occupant of
       the property.

     Vornado does not derive significant rents from related party tenants.
Vornado also does not and will not derive rental income attributable to personal
property, other than personal property leased in connection with the lease of
real property, the amount of which is less than 15% of the total rent received
under the lease.

     Vornado directly performs services for some of its tenants. Vornado does
not believe that the provision of these services will cause its gross income
attributable to these tenants to fail to be treated as rents from real property.
If Vornado were to provide services to a tenant that are other than those
landlords usually or customarily provide when renting space for occupancy only,
amounts received or accrued by Vornado for any of these services will not be
treated as rents from real property for purposes of the REIT gross income tests.
However, the amounts received or accrued for these services will not cause other
amounts received with respect to the property to fail to be treated as rents
from real property unless the amounts treated as received in respect of the
services, together with amounts received for certain management services, exceed
1% of all amounts received or accrued by Vornado during the taxable year with
respect to the property. If the sum of the amounts received in respect of the
services to tenants and management services described in the preceding sentence
exceeds the 1% threshold, then all amounts received or accrued by Vornado with
respect to the property will not qualify as rents from real property, even if
Vornado provides the impermissible services to some, but not all, of the tenants
of the property.

     The term "interest" generally does not include any amount received or
accrued, directly or indirectly, if the determination of that amount depends in
whole or in part on the income or profits of any person. However, an amount
received or accrued generally will not be excluded from the term interest solely
because it is based on a fixed percentage or percentages of receipts or sales.

     If Vornado fails to satisfy one or both of the 75% or 95% gross income
tests for any taxable year, it may nevertheless qualify as a REIT for that year
if it satisfies the requirements of other provisions of the Internal Revenue
Code that allow relief from disqualification as a REIT. These relief provisions
will generally be available if:

     - Vornado's failure to meet the income tests was due to reasonable cause
       and not due to willful neglect;

     - Vornado attaches a schedule of the sources of its income to its Federal
       income tax return; and

     - any incorrect information on the schedule was not due to fraud with
       intent to evade tax.

     Vornado might not be entitled to the benefit of these relief provisions,
however. As discussed in the fifth bullet point on page 65, even if these relief
provisions apply, Vornado would have to pay a tax on the excess income.

     Asset Tests.  Vornado, at the close of each quarter of its taxable year,
must also satisfy three tests relating to the nature of its assets.

     - First, at least 75% of the value of Vornado's total assets must be
       represented by real estate assets, including (a) real estate assets held
       by Vornado's qualified REIT subsidiaries, Vornado's allocable share of
       real estate assets held by partnerships in which Vornado owns an interest
       and stock issued by another REIT, (b) for a period of one year from the
       date of Vornado's receipt of proceeds of an offering of its shares of
       beneficial interest or publicly offered debt with a term of at least five
       years, stock or debt instruments purchased with these proceeds and (c)
       cash, cash items and government securities.

     - Second, not more than 25% of Vornado's total assets may be represented by
       securities other than those in the 75% asset class.

     - Third, for taxable years beginning after December 31, 2000, not more than
       20% of Vornado's total assets may constitute securities issued by taxable
       REIT subsidiaries and of the investments included in the 25%
                                        57

       asset class, the value of any one issuer's securities, other than
       securities issued by another REIT or by a taxable REIT subsidiary, owned
       by Vornado may not exceed 5% of the value of Vornado's total assets.
       Moreover, Vornado may not own more than 10% of the vote or value of the
       outstanding securities of any one issuer, except for issuers that are
       REITs, qualified REIT subsidiaries or taxable REIT subsidiaries, or debt
       instruments that are considered straight debt under a safe harbor
       provision of the Internal Revenue Code. For these purposes, a taxable
       REIT subsidiary is any corporation in which Vornado owns an interest that
       joins with Vornado in making an election to be treated as a "taxable REIT
       subsidiary" and certain subsidiaries of a taxable REIT subsidiary, if the
       subsidiaries do not engage in certain activities.

     - Fourth, of the investments included in the 25% asset class, the value of
       any one issuer's securities, other than securities issued by another
       REIT, owned by Vornado may not exceed 5% of the value of Vornado's total
       assets and Vornado may not own more than 10% of any one issuer's
       outstanding voting securities.

     The test described in the fourth bullet point above, and not that described
in the third bullet point, will continue to apply for taxable years of Vornado
that begin after December 31, 2000, only with respect to stock in any
corporation owned by Vornado before July 12, 1999, so long as a taxable REIT
subsidiary election is not made with respect to the corporation and the
corporation does not acquire substantial new assets or engage in a substantial
new line of business and certain other conditions are satisfied.

     Since March 2, 1995, Vornado has owned more than 10% of the voting
securities of Alexander's. Since April of 1997, Vornado's ownership of
Alexander's has been through the operating partnership rather than direct.
Vornado's ownership interest in Alexander's will not cause Vornado to fail to
satisfy the asset tests for REIT status so long as Alexander's qualified as a
REIT for each of the taxable years beginning with its taxable year ended
December 31, 1995 and continues to so qualify. In the opinion of Shearman &
Sterling LLP, commencing with Alexander's taxable year ended December 31, 1995,
Alexander's has been organized and operated in conformity with the requirements
for qualification and taxation as a REIT under the Internal Revenue Code, and
its proposed method of operation will enable it to continue to meet the
requirements for qualification and taxation as a REIT under the Internal Revenue
Code. In providing its opinion, Shearman & Sterling LLP is relying upon
representations received from Alexander's.

     Since April of 1997, Vornado has also owned, through the operating
partnership, more than 10% of the voting securities of Two Penn. Vornado's
indirect ownership interest in Two Penn will not cause Vornado to fail to
satisfy the asset tests for REIT status so long as Two Penn qualifies as a REIT
for its first taxable year and each subsequent taxable year. Vornado believes
that Two Penn will also qualify as a REIT.

     Annual Distribution Requirements.  Vornado, in order to qualify as a REIT,
is required to distribute dividends, other than capital gain dividends, to its
shareholders in an amount at least equal to (1) the sum of (a) 90% of Vornado's
"real estate investment trust taxable income", computed without regard to the
dividends paid deduction and Vornado's net capital gain, and (b) 90% of the net
after-tax income, if any, from foreclosure property minus (2) the sum of certain
items of non-cash income.

     For taxable years beginning before January 1, 2001, the required amount of
distributions described above and below was 95% of the amount of Vornado's
income or gain, as the case may be.

     In addition, if Vornado disposes of any asset within 10 years of acquiring
it, Vornado will be required to distribute at least 90% of the after-tax
built-in gain, if any, recognized on the disposition of the asset.

     These distributions must be paid in the taxable year to which they relate,
or in the following taxable year if declared before Vornado timely files its tax
return for the year to which they relate and if paid on or before the first
regular dividend payment after the declaration.

     To the extent that Vornado does not distribute all of its net capital gain
or distributes at least 90%, but less than 100%, of its real estate investment
trust taxable income, as adjusted, it will have to pay tax on those amounts at
regular ordinary and capital gain corporate tax rates. Furthermore, if Vornado
fails to distribute during each calendar year at least the sum of (a) 85% of its
ordinary income for that year, (b) 95% of its capital gain net income for that
year and (c) any undistributed taxable income from prior periods, Vornado would
have to pay a 4% excise tax on the excess of the required distribution over the
amounts actually distributed.

                                        58

     Vornado intends to satisfy the annual distribution requirements.

     From time to time, Vornado may not have sufficient cash or other liquid
assets to meet the 90% distribution requirement due to timing differences
between (a) when Vornado actually receives income and when it actually pays
deductible expenses and (b) when Vornado includes the income and deducts the
expenses in arriving at its taxable income. If timing differences of this kind
occur, in order to meet the 90% distribution requirement, Vornado may find it
necessary to arrange for short-term, or possibly long-term, borrowings or to pay
dividends in the form of taxable stock dividends.

     Under certain circumstances, Vornado may be able to rectify a failure to
meet the distribution requirement for a year by paying "deficiency dividends" to
shareholders in a later year, which may be included in Vornado's deduction for
dividends paid for the earlier year. Thus, Vornado may be able to avoid being
taxed on amounts distributed as deficiency dividends; however, Vornado will be
required to pay interest based upon the amount of any deduction taken for
deficiency dividends.

  FAILURE TO QUALIFY AS A REIT

     If Vornado fails to qualify for taxation as a REIT in any taxable year, and
the relief provisions do not apply, Vornado will have to pay tax, including any
applicable alternative minimum tax, on its taxable income at regular corporate
rates. Vornado will not be able to deduct distributions to shareholders in any
year in which it fails to qualify, nor will Vornado be required to make
distributions to shareholders. In this event, to the extent of current and
accumulated earnings and profits, all distributions to shareholders will be
taxable to the shareholders as dividend income (which may be subject to tax at
preferential rates) and corporate distributees may be eligible for the dividends
received deduction if they satisfy the relevant provisions of the Internal
Revenue Code. Unless entitled to relief under specific statutory provisions,
Vornado will also be disqualified from taxation as a REIT for the four taxable
years following the year during which qualification was lost. Vornado might not
be entitled to the statutory relief described in this paragraph in all
circumstances.

TAXATION OF HOLDERS OF COMMON SHARES OR PREFERRED SHARES

  U.S. SHAREHOLDERS

     As used in this section, the term "U.S. shareholder" means a holder of
common shares or preferred shares who, for United States Federal income tax
purposes, is

     - a citizen or resident of the United States;

     - a domestic corporation;

     - an estate whose income is subject to United States Federal income
       taxation regardless of its source; or

     - a trust if a United States court can exercise primary supervision over
       the trust's administration and one or more United States persons have
       authority to control all substantial decisions of the trust.

     As long as Vornado qualifies as a REIT, distributions made by Vornado out
of its current or accumulated earnings and profits, and not designated as
capital gain dividends, will constitute dividends taxable to its taxable U.S.
shareholders as ordinary income. Under recently enacted law, individual U.S.
shareholders will be entitled to the new lower rate on dividends only for the
portion of any distribution equal to Vornado's real estate investment trust
taxable income (taking into account the dividends paid deduction available to
Vornado) and realized built-in gains from Vornado's previous taxable year less
any taxes paid by Vornado on these items during Vornado's previous taxable year.
Individual U.S. shareholders should consult their own tax advisors to determine
the impact of this new legislation. Distributions of this kind will not be
eligible for the dividends received deduction in the case of U.S. shareholders
that are corporations. Distributions made by Vornado that Vornado properly
designates as capital gain dividends will be taxable to U.S. shareholders as
gain from the sale of a capital asset held for more than one year, to the extent
that they do not exceed Vornado's actual net capital gain for the taxable year,
without regard to the period for which a U.S. shareholder has held his shares.
Thus, with certain limitations, capital gain dividends received by an individual
U.S. shareholder may be eligible for preferential rates of taxation.

                                        59

U.S. shareholders that are corporations may, however, be required to treat up to
20% of certain capital gain dividends as ordinary income.

     To the extent that Vornado makes distributions, not designated as capital
gain dividends, in excess of its current and accumulated earnings and profits,
these distributions will be treated first as a tax-free return of capital to
each U.S. shareholder. Thus, these distributions will reduce the adjusted basis
which the U.S. shareholder has in his shares for tax purposes by the amount of
the distribution, but not below zero. Distributions in excess of a U.S.
shareholder's adjusted basis in his shares will be taxable as capital gains,
provided that the shares have been held as a capital asset. For purposes of
determining the portion of distributions on separate classes of shares that will
be treated as dividends for Federal income tax purposes, current and accumulated
earnings and profits will be allocated to distributions resulting from priority
rights of preferred shares before being allocated to other distributions.

     Dividends authorized by Vornado in October, November, or December of any
year and payable to a shareholder of record on a specified date in any of these
months will be treated as both paid by Vornado and received by the shareholder
on December 31 of that year, provided that Vornado actually pays the dividend on
or before January 31 of the following calendar year. Shareholders may not
include in their own income tax returns any net operating losses or capital
losses of Vornado.

     U.S. shareholders holding shares at the close of Vornado's taxable year
will be required to include, in computing their long-term capital gains for the
taxable year in which the last day of Vornado's taxable year falls, the amount
that Vornado designates in a written notice mailed to its shareholders. Vornado
may not designate amounts in excess of Vornado's undistributed net capital gain
for the taxable year. Each U.S. shareholder required to include the designated
amount in determining the shareholder's long-term capital gains will be deemed
to have paid, in the taxable year of the inclusion, the tax paid by Vornado in
respect of the undistributed net capital gains. U.S. shareholders to whom these
rules apply will be allowed a credit or a refund, as the case may be, for the
tax they are deemed to have paid. U.S. shareholders will increase their basis in
their shares by the difference between the amount of the includible gains and
the tax deemed paid by the shareholder in respect of these gains.

     Distributions made by Vornado and gain arising from a U.S. shareholder's
sale or exchange of shares will not be treated as passive activity income. As a
result, U.S. shareholders generally will not be able to apply any passive losses
against that income or gain.

     When a U.S. shareholder sells or otherwise disposes of shares, the
shareholder will recognize gain or loss for Federal income tax purposes in an
amount equal to the difference between (a) the amount of cash and the fair
market value of any property received on the sale or other disposition, and (b)
the holder's adjusted basis in the shares for tax purposes. This gain or loss
will be capital gain or loss if the U.S. shareholder has held the shares as a
capital asset. The gain or loss will be long-term gain or loss if the U.S.
shareholder has held the shares for more than one year. Long-term capital gain
of an individual U.S. shareholder is generally taxed at preferential rates. In
general, any loss recognized by a U.S. shareholder when the shareholder sells or
otherwise disposes of shares of Vornado that the shareholder has held for six
months or less, after applying certain holding period rules, will be treated as
a long-term capital loss, to the extent of distributions received by the
shareholder from Vornado which were required to be treated as long-term capital
gains.

     Backup Withholding.  Vornado will report to its U.S. shareholders and the
IRS the amount of dividends paid during each calendar year, and the amount of
tax withheld, if any. Under the backup withholding rules, backup withholding may
apply to a shareholder with respect to dividends paid unless the holder (a) is a
corporation or comes within certain other exempt categories and, when required,
demonstrates this fact, or (b) provides a taxpayer identification number,
certifies as to no loss of exemption from backup withholding, and otherwise
complies with applicable requirements of the backup withholding rules. The IRS
may also impose penalties on a U.S. shareholder that does not provide Vornado
with his correct taxpayer identification number. A shareholder may credit any
amount paid as backup withholding against the shareholder's income tax
liability. In addition, Vornado may be required to withhold a portion of capital
gain distributions to any shareholders who fail to certify their non-foreign
status to Vornado.

                                        60

     Taxation of Tax-Exempt Shareholders.  The IRS has ruled that amounts
distributed as dividends by a REIT generally do not constitute unrelated
business taxable income when received by a tax-exempt entity. Based on that
ruling, provided that a tax-exempt shareholder is not one of the types of entity
described in the next paragraph and has not held its shares as "debt financed
property" within the meaning of the Internal Revenue Code, and the shares are
not otherwise used in a trade or business, the dividend income from shares will
not be unrelated business taxable income to a tax-exempt shareholder. Similarly,
income from the sale of shares will not constitute unrelated business taxable
income unless the tax-exempt shareholder has held the shares as "debt financed
property" within the meaning of the Internal Revenue Code or has used the shares
in a trade or business.

     Income from an investment in Vornado's shares will constitute unrelated
business taxable income for tax-exempt shareholders that are social clubs,
voluntary employee benefit associations, supplemental unemployment benefit
trusts, and qualified group legal services plans exempt from Federal income
taxation under the applicable subsections of Section 501(c) of the Internal
Revenue Code, unless the organization is able to properly deduct amounts set
aside or placed in reserve for certain purposes so as to offset the income
generated by its shares. Prospective investors of the types described in the
preceding sentence should consult their own tax advisors concerning these "set
aside" and reserve requirements.

     Notwithstanding the foregoing, however, a portion of the dividends paid by
a "pension-held REIT" will be treated as unrelated business taxable income to
any trust which

     - is described in Section 401(a) of the Internal Revenue Code;

     - is tax-exempt under Section 501(a) of the Internal Revenue Code; and

     - holds more than 10% (by value) of the equity interests in the REIT.

     Tax-exempt pension, profit-sharing and stock bonus funds that are described
in Section 401(a) of the Internal Revenue Code are referred to below as
"qualified trusts." A REIT is a "pension-held REIT" if:

     - it would not have qualified as a REIT but for the fact that Section
       856(h)(3) of the Internal Revenue Code provides that stock owned by
       qualified trusts will be treated, for purposes of the "not closely held"
       requirement, as owned by the beneficiaries of the trust (rather than by
       the trust itself); and

     - either (a) at least one qualified trust holds more than 25% by value of
       the interests in the REIT or (b) one or more qualified trusts, each of
       which owns more than 10% by value of the interests in the REIT, hold in
       the aggregate more than 50% by value of the interests in the REIT.

     The percentage of any REIT dividend treated as unrelated business taxable
income to a qualifying trust is equal to the ratio of (a) the gross income of
the REIT from unrelated trades or businesses, determined as though the REIT were
a qualified trust, less direct expenses related to this gross income, to (b) the
total gross income of the REIT, less direct expenses related to the total gross
income. A de minimis exception applies where this percentage is less than 5% for
any year. Vornado does not expect to be classified as a pension-held REIT.

     The rules described above under the heading "U.S. shareholders" concerning
the inclusion of Vornado's designated undistributed net capital gains in the
income of its shareholders will apply to tax-exempt entities. Thus, tax-exempt
entities will be allowed a credit or refund of the tax deemed paid by these
entities in respect of the includible gains.

  NON-U.S. SHAREHOLDERS

     The rules governing U.S. Federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships and estates or trusts
that in either case are not subject to United States Federal income tax on a net
income basis who own common shares or preferred shares, which we call "non-U.S.
shareholders", are complex. The following discussion is only a limited summary
of these rules. Prospective non-U.S. shareholders should consult with their own
tax advisors to determine the impact of U.S. Federal, state and local income tax
laws with regard to an investment in common shares or preferred shares,
including any reporting requirements.

     Ordinary Dividends.  Distributions, other than distributions that are
treated as attributable to gain from sales or exchanges by Vornado of U.S. real
property interests, as discussed below, and other than distributions
                                        61

designated by Vornado as capital gain dividends, will be treated as ordinary
income to the extent that they are made out of current or accumulated earnings
and profits of Vornado. A withholding tax equal to 30% of the gross amount of
the distribution will ordinarily apply to distributions of this kind to non-U.S.
shareholders, unless an applicable tax treaty reduces that tax. However, if
income from the investment in the shares is treated as effectively connected
with the non-U.S. shareholder's conduct of a U.S. trade or business or is
attributable to a permanent establishment that the non-U.S. shareholder
maintains in the United States if that is required by an applicable income tax
treaty as a condition for subjecting the non-U.S. shareholder to U.S. taxation
on a net income basis, tax at graduated rates will generally apply to the
non-U.S. shareholder in the same manner as U.S. shareholders are taxed with
respect to dividends, and the 30% branch profits tax may also apply if the
shareholder is a foreign corporation. Vornado expects to withhold U.S. tax at
the rate of 30% on the gross amount of any dividends, other than dividends
treated as attributable to gain from sales or exchanges of U.S. real property
interests and capital gain dividends, paid to a non-U.S. shareholder, unless (a)
a lower treaty rate applies and the required form evidencing eligibility for
that reduced rate is filed with Vornado or the appropriate withholding agent or
(b) the non-U.S. shareholder files an IRS Form W-8 ECI or a successor form with
Vornado or the appropriate withholding agent claiming that the distributions are
effectively connected with the non-U.S. shareholder's conduct of a U.S. trade or
business.

     Distributions to a non-U.S. shareholder that are designated by Vornado at
the time of distribution as capital gain dividends which are not attributable to
or treated as attributable to the disposition by Vornado of a U.S. real property
interest generally will not be subject to U.S. Federal income taxation, except
as described below.

     Return of Capital.  Distributions in excess of Vornado's current and
accumulated earnings and profits, which are not treated as attributable to the
gain from Vornado's disposition of a U.S. real property interest, will not be
taxable to a non-U.S. shareholder to the extent that they do not exceed the
adjusted basis of the non-U.S. shareholder's shares. Distributions of this kind
will instead reduce the adjusted basis of the shares. To the extent that
distributions of this kind exceed the adjusted basis of a non-U.S. shareholder's
shares, they will give rise to tax liability if the non-U.S. shareholder
otherwise would have to pay tax on any gain from the sale or disposition of its
shares, as described below. If it cannot be determined at the time a
distribution is made whether the distribution will be in excess of current and
accumulated earnings and profits, withholding will apply to the distribution at
the rate applicable to dividends. However, the non-U.S. shareholder may seek a
refund of these amounts from the IRS if it is subsequently determined that the
distribution was, in fact, in excess of current accumulated earnings and profits
of Vornado.

     Capital Gain Dividends.  For any year in which Vornado qualifies as a REIT,
distributions that are attributable to gain from sales or exchanges by Vornado
of U.S. real property interests will be taxed to a non-U.S. shareholder under
the provisions of the Foreign Investment in Real Property Tax Act of 1980, as
amended. Under this statute, these distributions are taxed to a non-U.S.
shareholder as if the gain were effectively connected with a U.S. business.
Thus, non-U.S. shareholders will be taxed on the distributions at the normal
capital gain rates applicable to U.S. shareholders, subject to any applicable
alternative minimum tax and special alternative minimum tax in the case of
individuals. Vornado is required by applicable Treasury regulations under this
statute to withhold 35% of any distribution that Vornado could designate as a
capital gain dividend. However, if Vornado designates as a capital gain dividend
a distribution made before the day Vornado actually effects the designation,
then although the distribution may be taxable to a non-U.S. shareholder,
withholding does not apply to the distribution under this statute. Rather,
Vornado must effect the 35% withholding from distributions made on and after the
date of the designation, until the distributions so withheld equal the amount of
the prior distribution designated as a capital gain dividend. The non-U.S.
shareholder may credit the amount withheld against its U.S. tax liability.

     Sales of Shares.  Gain recognized by a non-U.S. shareholder upon a sale or
exchange of common shares generally will not be taxed under the Foreign
Investment in Real Property Tax Act if Vornado is a "domestically controlled
REIT", defined generally as a REIT, less than 50% in value of whose stock is and
was held directly or indirectly by foreign persons at all times during a
specified testing period. Vornado believes that it is and will continue to be a
domestically controlled REIT, and, therefore, that taxation under this statute
generally will not apply to the sale of Vornado shares. However, gain to which
this statute does not apply will be taxable to a non-U.S. shareholder if
investment in the shares is treated as effectively connected with the
                                        62

non-U.S. shareholder's U.S. trade or business or is attributable to a permanent
establishment that the non-U.S. shareholder maintains in the United States if
that is required by an applicable income tax treaty as a condition for
subjecting the non-U.S. shareholder to U.S. taxation on a net income basis. In
this case, the same treatment will apply to the non-U.S. shareholder as to U.S.
shareholders with respect to the gain. In addition, gain to which the Foreign
Investment in Real Property Tax Act does not apply will be taxable to a non-U.S.
shareholder if the non-U.S. shareholder is a nonresident alien individual who
was present in the United States for 183 days or more during the taxable year
and has a "tax home" in the United States, or maintains an office or a fixed
place of business in the United States to which the gain is attributable. In
this case, a 30% tax will apply to the nonresident alien individual's capital
gains. A similar rule will apply to capital gain dividends to which this statute
does not apply.

     If Vornado were not a domestically controlled REIT, tax under the Foreign
Investment in Real Property Tax Act would apply to a non-U.S. shareholder's sale
of shares only if the selling non-U.S. shareholder owned more than 5% of the
class of shares sold at any time during a specified period. This period is
generally the shorter of the period that the non-U.S. shareholder owned the
shares sold or the five-year period ending on the date when the shareholder
disposed of the shares. If tax under this statute applies to the gain on the
sale of shares, the same treatment would apply to the non-U.S. shareholder as to
U.S. shareholders with respect to the gain, subject to any applicable
alternative minimum tax and a special alternative minimum tax in the case of
nonresident alien individuals.

  FEDERAL ESTATE TAXES

     Common shares or preferred shares held by a non-U.S. shareholder at the
time of death will be included in the shareholder's gross estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.

  BACKUP WITHHOLDING AND INFORMATION REPORTING

     If you are a non-U.S. shareholder, you are generally exempt from backup
withholding and information reporting requirements with respect to:

     - dividend payments and

     - the payment of the proceeds from the sale of common shares effected at a
       United States office of a broker,

     as long as the income associated with these payments is otherwise exempt
from United States federal income tax, and:

     - the payor or broker does not have actual knowledge or reason to know that
       you are a United States person and you have furnished to the payor or
       broker:

      - a valid Internal Revenue Service Form W-8BEN or an acceptable substitute
        form upon which you certify, under penalties of perjury, that you are a
        non-United States person, or

      - other documentation upon which it may rely to treat the payments as made
        to a non-United States person in accordance with U.S. Treasury
        regulations, or

     - you otherwise establish an exemption.

     Payment of the proceeds from the sale of common shares effected at a
foreign office of a broker generally will not be subject to information
reporting or backup withholding. However, a sale of common shares or preferred
shares that is effected at a foreign office of a broker will be subject to
information reporting and backup withholding if:

     - the proceeds are transferred to an account maintained by you in the
       United States,

     - the payment of proceeds or the confirmation of the sale is mailed to you
       at a United States address, or

     - the sale has some other specified connection with the United States as
       provided in U.S. Treasury regulations,
                                        63

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above are
met or you otherwise establish an exemption.

     In addition, a sale of common shares or preferred shares will be subject to
information reporting if it is effected at a foreign office of a broker that is:

     - a United States person,

     - a controlled foreign corporation for United States tax purposes,

     - a foreign person 50% or more of whose gross income is effectively
       connected with the conduct of a United States trade or business for a
       specified three-year period, or

     - a foreign partnership, if at any time during its tax year:

      - one or more of its partners are "U.S. persons", as defined in U.S.
        Treasury regulations, who in the aggregate hold more than 50% of the
        income or capital interest in the partnership, or

      - such foreign partnership is engaged in the conduct of a United States
        trade or business,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above are
met or you otherwise establish an exemption. Backup withholding will apply if
the sale is subject to information reporting and the broker has actual knowledge
that you are a United States person.

     You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by filing a refund claim
with the Internal Revenue Service.

  OTHER TAX CONSEQUENCES

     State or local taxation may apply to Vornado and its shareholders in
various state or local jurisdictions, including those in which it or they
transact business or reside. The state and local tax treatment of Vornado and
its shareholders may not conform to the Federal income tax consequences
discussed above. Consequently, prospective shareholders should consult their own
tax advisors regarding the effect of state and local tax laws on an investment
in Vornado.

TAXATION OF HOLDERS OF MOST FIXED RATE DEBT SECURITIES

     This section describes the material United States federal income tax
consequences of owning the fixed rate debt securities that Vornado Realty L.P.
may offer for your general information only. It is not tax advice. It applies to
you only if the fixed rate debt securities that you purchase are not original
issue discount or zero coupon debt securities and you acquire the fixed rate
debt securities in the initial offering at the offering price. If you purchase
these fixed rate debt securities at a price other than the offering price, the
amortizable bond premium or market discount rules may also apply to you. You
should consult your own tax advisor regarding this possibility.

     The tax consequences of owning any fixed rate debt securities that are zero
coupon debt securities or original issue discount debt securities, floating rate
debt securities, zero coupon debt securities, original issue debt securities, or
indexed debt securities that we offer will be discussed in the applicable
prospectus supplement.

  UNITED STATES DEBT SECURITY HOLDERS

     This subsection describes the tax consequences to a United States debt
security holder. You are a United States debt security holder if you are a
beneficial owner of a fixed rate debt security to which this section applies and
you are:

     - a citizen or resident of the United States,

     - a domestic corporation,

     - an estate whose income is subject to United States federal income tax
       regardless of its source, or
                                        64

     - a trust if a United States court can exercise primary supervision over
       the trust's administration and one or more United States persons are
       authorized to control all substantial decisions of the trust.

     If you are not a United States debt security holder of a fixed rate debt
security to which this section applies, this subsection does not apply to you
and you should refer to "-- United States Alien Debt Security Holders" below.

     Payments of Interest.  You will be taxed on interest on your fixed rate
debt security as ordinary income at the time you receive the interest or when it
accrues, depending on your method of accounting for tax purposes.

     Purchase, Sale and Retirement of Fixed Rate Debt Securities.  Your tax
basis in your fixed rate debt security generally will be its cost. You will
generally recognize capital gain or loss on the sale or retirement of your note
equal to the difference between the amount you realize on the sale or
retirement, excluding any amounts attributable to accrued but unpaid interest,
and your tax basis in your note. Capital gain of a noncorporate United States
debt security holder is generally taxed at preferential rates where the holder
has a holding period greater than one year.

  UNITED STATES ALIEN DEBT SECURITY HOLDERS

     This subsection describes the tax consequences to a United States alien
debt security holder. You are a United States alien debt security holder if you
are the beneficial owner of a fixed rate debt security to which this section
applies and are, for United States federal income tax purposes:

     - a nonresident alien individual,

     - a foreign corporation,

     - a foreign partnership, or

     - an estate or trust that in either case is not subject to United States
       federal income tax on a net income basis on income or gain from a debt
       security.

If you are a United States debt security holder, this subsection does not apply
to you.

     Under United States federal income and estate tax law, and subject to the
discussion of backup withholding below, if you are a United States alien debt
security holder:

     - we and other U.S. payors generally will not be required to deduct United
       States withholding tax from payments of principal and interest to you if,
       in the case of payments of interest:

         1.  you do not actually or constructively own 10% or more of the
      capital or profits interest of Vornado Realty L.P.,

         2.  you are not a controlled foreign corporation that is related to
      Vornado Realty L.P. through stock ownership, and

         3.  the U.S. payor does not have actual knowledge or reason to know
      that you are a United States person and:

             a.  you have furnished to the U.S. payor an Internal Revenue
        Service Form W-8BEN or an acceptable substitute form upon which you
        certify, under penalties of perjury, that you are a non-United States
        person,

             b.  in the case of payments made outside the United States to you
        at an offshore account (generally, an account maintained by you at a
        bank or other financial institution at any location outside the United
        States), you have furnished to the U.S. payor documentation that
        establishes your identity and your status as a non-United States person,

                                        65

             c.  the U.S. payor has received a withholding certificate
        (furnished on an appropriate Internal Revenue Service Form W-8 or an
        acceptable substitute form) from a person claiming to be:

              i.  a withholding foreign partnership (generally a foreign
         partnership that has entered into an agreement with the Internal
         Revenue Service to assume primary withholding responsibility with
         respect to distributions and guaranteed payments it makes to its
         partners),

              ii.  a qualified intermediary (generally a non-United States
         financial institution or clearing organization or a non-United States
         branch or office of a United States financial institution or clearing
         organization that is a party to a withholding agreement with the
         Internal Revenue Service), or

              iii.  a U.S. branch of a non-United States bank or of a non-United
         States insurance company,

and the withholding foreign partnership, qualified intermediary or U.S. branch
has received documentation upon which it may rely to treat the payment as made
to a non-United States person in accordance with U.S. Treasury regulations (or,
in the case of a qualified intermediary, in accordance with its agreement with
the Internal Revenue Service),

             d.  the U.S. payor receives a statement from a securities clearing
        organization, bank or other financial institution that holds customers'
        securities in the ordinary course of its trade or business,

              i.  certifying to the U.S. payor under penalties of perjury that
         an Internal Revenue Service Form W-8BEN or an acceptable substitute
         form has been received from you by it or by a similar financial
         institution between it and you, and

              ii.  to which is attached a copy of the Internal Revenue Service
         Form W-8BEN or acceptable substitute form, or

         4.  the U.S. payor otherwise possesses documentation upon which it may
      rely to treat the payment as made to a non-United States person in
      accordance with U.S. Treasury regulations, and

     - no deduction for any United States federal withholding tax will be made
       from any gain that you realize on the sale or exchange of your note.

Further, a fixed rate debt security held by an individual who at death is not a
citizen or resident of the United States will not be includible in the
individual's gross estate for United States federal estate tax purposes if:

     - the decedent did not actually or constructively own 10% or more of the
       capital or profits interest of Vornado Realty L.P. at the time of death
       and

     - the income on the fixed rate debt security would not have been
       effectively connected with a United States trade or business of the
       decedent at the same time.

  BACKUP WITHHOLDING AND INFORMATION REPORTING

     In general, if you are a noncorporate United States debt security holder,
we and other payors are required to report to the Internal Revenue Service all
payments of principal and interest on your fixed rate debt security. In
addition, we and other payors are required to report to the Internal Revenue
Service any payment of proceeds of the sale of your fixed rate debt security
before maturity within the United States. Additionally, backup withholding will
apply to any payments if you fail to provide an accurate taxpayer identification
number, or you are notified by the Internal Revenue Service that you have failed
to report all interest and dividends required to be shown on your federal income
tax returns.

     In general, if you are a United States alien debt security holder, payments
of principal or interest made by us and other payors to you will not be subject
to backup withholding and information reporting, provided that the certification
requirements described above under "-- United States Alien Debt Security
Holders" are satisfied or you otherwise establish an exemption. However, we and
other payors are required to report payments of interest on your fixed rate debt
securities on Internal Revenue Service Form 1042-S even if the payments are not
otherwise subject to information reporting requirements. In addition, payment of
the proceeds from the sale of
                                        66

fixed rate debt securities effected at a United States office of a broker will
not be subject to backup withholding and information reporting provided that:

     - the broker does not have actual knowledge or reason to know that you are
       a United States person and you have furnished to the broker:

      - an appropriate Internal Revenue Service Form W-8 or an acceptable
        substitute form upon which you certify, under penalties of perjury, that
        you are not a United States person, or

      - other documentation upon which it may rely to treat the payment as made
        to a non-United States person in accordance with U.S. Treasury
        regulations, or

     - you otherwise establish an exemption.

If you fail to establish an exemption and the broker does not possess adequate
documentation of your status as a non-United States person, the payments may be
subject to information reporting and backup withholding. However, backup
withholding will not apply with respect to payments made to an offshore account
maintained by you unless the broker has actual knowledge that you are a United
States person.

     In general, payment of the proceeds from the sale of fixed rate debt
securities effected at a foreign office of a broker will not be subject to
information reporting or backup withholding. However, a sale effected at a
foreign office of a broker will be subject to information reporting and backup
withholding if:

     - the proceeds are transferred to an account maintained by you in the
       United States,

     - the payment of proceeds or the confirmation of the sale is mailed to you
       at a United States address, or

     - the sale has some other specified connection with the United States as
       provided in U.S. Treasury regulations,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above
(relating to a sale of debt securities effected at a United States office of a
broker) are met or you otherwise establish an exemption.

     In addition, payment of the proceeds from the sale of fixed rate debt
securities effected at a foreign office of a broker will be subject to
information reporting if the broker is:

     - a United States person,

     - a controlled foreign corporation for United States tax purposes,

     - a foreign person 50% or more of whose gross income is effectively
       connected with the conduct of a United States trade or business for a
       specified three-year period, or

     - a foreign partnership, if at any time during its tax year:

      - one or more of its partners are "U.S. persons", as defined in U.S.
        Treasury regulations, who in the aggregate hold more than 50% of the
        income or capital interest in the partnership, or

      - such foreign partnership is engaged in the conduct of a United States
        trade or business,

unless the broker does not have actual knowledge or reason to know that you are
a United States person and the documentation requirements described above
(relating to a sale of debt securities effected at a United States office of a
broker) are met or you otherwise establish an exemption. Backup withholding will
apply if the sale is subject to information reporting and the broker has actual
knowledge that you are a United States person.

     You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by filing a refund claim
with the Internal Revenue Service.

                                        67

                              PLAN OF DISTRIBUTION

     Vornado Realty Trust and Vornado Realty L.P. may sell the securities to one
or more underwriters for public offering and sale by them or may sell the
securities to investors directly or through agents. Vornado Realty Trust's
common shares or preferred shares may be issued in exchange for debt securities
of Vornado Realty L.P. Any underwriter or agent involved in the offer and sale
of the securities will be named in the related prospectus supplement. Such
underwriter may include Goldman, Sachs & Co., or a group of underwriters
represented by firms including Goldman, Sachs & Co. Goldman, Sachs & Co. may
also act as agents. Vornado Realty Trust and Vornado Realty L.P. have reserved
the right to sell the securities directly to investors on their own behalf in
those jurisdictions where they are authorized to do so.

     Underwriters may offer and sell the securities at a fixed price or prices
that may be changed or at negotiated prices. Vornado Realty Trust and Vornado
Realty L.P. also may, from time to time, authorize dealers, acting as Vornado
Realty Trust's or Vornado Realty L.P.'s agents, to offer and sell the securities
upon the terms and conditions described in the related prospectus supplement.
Underwriters may receive compensation from Vornado Realty Trust or Vornado
Realty L.P. in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of the securities for whom they may act as
agent. Underwriters may sell the securities to or through dealers, and the
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions, which may be changed from time
to time, from the purchasers for whom they may act as agents.

     Any underwriting compensation paid by Vornado Realty Trust or Vornado
Realty L.P. to underwriters or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be stated in the related prospectus
supplement. Dealers and agents participating in the distribution of the
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting discounts and commissions under the applicable
securities laws. Underwriters, dealers and agents may be entitled, under
agreements entered into with Vornado Realty Trust or Vornado Realty L.P., to
indemnification against and contribution towards certain civil liabilities,
including any liabilities under the applicable securities laws.

     Unless otherwise indicated in the applicable prospectus supplement, any
securities issued under this prospectus will be new issues of securities with no
established trading market. Any underwriters or agents to or through whom the
securities are sold by Vornado Realty Trust or Vornado Realty L.P. for public
offering and sale may make a market in the securities, but the underwriters or
agents will not be obligated to do so and may discontinue any market making at
any time without notice. We do not know how liquid the trading market for any of
our securities will be.

     Certain of the underwriters, dealers or agents and their associates may
engage in transactions with, and perform services for, Vornado Realty Trust,
Vornado Realty L.P. and their affiliates in the ordinary course of business for
which they may receive customary fees and expenses.

                           VALIDITY OF THE SECURITIES

     The validity of any debt securities issued under this prospectus will be
passed upon for Vornado Realty L.P., and the validity of any depositary shares
issued under this prospectus will be passed upon for Vornado Realty Trust, by
Sullivan & Cromwell LLP, New York, New York, counsel to Vornado Realty Trust and
Vornado Realty L.P. The validity of any preferred shares or common shares issued
under this prospectus will be passed upon for Vornado Realty Trust by Venable,
Baetjer and Howard, LLP, Baltimore, Maryland, Maryland counsel to Vornado Realty
Trust. The validity of any securities issued under this prospectus will be
passed upon for any underwriters by the counsel named in the applicable
prospectus supplement.

                                        68

                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from Vornado Realty
Trust's annual report on Form 10-K for the year ended December 31, 2002 and from
Vornado Realty L.P.'s annual report on Form 10-K for the year ended December 31,
2002, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference (which
reports express an unqualified opinion and include an explanatory paragraph
referring to Vornado Realty Trust's and Vornado Realty L.P.'s adoption of SFAS
No. 142 "Goodwill and Other Intangible Assets" on January 1, 2002), and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

     With respect to the unaudited interim financial information for the periods
ended March 31, 2003 and 2002 and June 30, 2003 and 2002 which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in Vornado Realty Trust's and
Vornado Realty L.P.'s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003 and incorporated by reference herein, they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of the reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the
unaudited interim financial information because these reports are not "reports"
or a "part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Act.

                                        69

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following is a statement of expenses (all of which are estimated other
than the SEC registration fee) in connection with the issuance and distribution
of the securities being registered, other than underwriting compensation:

                                                            
SEC registration fee........................................   $  121,291.75
Printing and engraving expense..............................      500,000.00
Legal fees and disbursements................................    1,000,000.00
Accounting fees and disbursements...........................      300,000.00
Transfer Agent's, Depositary's and Trustee's fees and
  disbursements.............................................      100,000.00
Blue Sky fees and expenses..................................      100,000.00
Miscellaneous (including listing and rating agency fees)....    1,000,000.00
  Total.....................................................   $3,121,291.75
                                                               =============

ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS.

     The Maryland REIT Law ("MRL") permits a Maryland real estate investment
trust to include in its declaration of trust a provision limiting the liability
of its trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (i) actual receipt of an improper benefit or
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment and which is material to the cause of action.
Vornado Realty Trust's Declaration of Trust includes such a provision
eliminating such liability to the maximum extent permitted by the MRL.

     Vornado Realty Trust's Declaration of Trust authorizes it to indemnify, and
to pay or reimburse reasonable expenses to, as such expenses are incurred by,
each trustee or officer (including any person who, while a trustee of Vornado
Realty Trust, is or was serving at the request of Vornado Realty Trust as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan) from all claims and liabilities to which such person may
become subject by reason of his being or having been a trustee, officer,
employee or agent.

     Vornado Realty Trust's Bylaws require it to indemnify (a) any trustee or
officer or any former trustee or officer (including and without limitation, any
individual who, while a trustee or officer and at the request of Vornado Realty
Trust, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise) who has been successful, on the
merits or otherwise, in the defense of a proceeding to which he was made a party
by reason of such status, against reasonable expenses incurred by him in
connection with the proceeding and (b) any present or former trustee or officer
against any claim or liability to which he may become subject by reason of such
status unless it is established that (i) his act or omission was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii) in the case of
a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, Vornado Realty Trust's Bylaws require it to
pay or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a present or former trustee or officer made a party to a
proceeding by reason of such status upon Vornado Realty Trust's receipt of (i) a
written affirmation by the trustee or officer of his good faith belief that he
has met the applicable standard of conduct necessary for indemnification by
Vornado Realty Trust and (ii) a written undertaking by him or on his behalf to
repay the amount paid or reimbursed by Vornado Realty Trust if it shall
ultimately be determined that the applicable standard of conduct was not met.
Vornado Realty Trust's Bylaws also (i) permit Vornado Realty Trust to provide
indemnification and payment or reimbursement of expenses to a present or former
trustee or officer who served a

                                       II-1

predecessor of Vornado Realty Trust in such capacity and to any employee or
agent of Vornado Realty Trust or a predecessor of Vornado Realty Trust, (ii)
provide that any indemnification or payment or reimbursement of the expenses
permitted by the Bylaws shall be furnished in accordance with the procedures
provided for indemnification or payment or reimbursement of expenses, as the
case may be, under Section 2-418 of the Maryland General Corporation Law (the
"MGCL") for directors of Maryland corporations and (iii) permit Vornado Realty
Trust to provide such other and further indemnification or payment or
reimbursement of expenses as may be permitted by the MGCL, as in effect from
time to time, for directors of Maryland corporations.

     The MRL permits a Maryland real estate investment trust to indemnify and
advance expenses to its trustees, officers, employees and agents to the same
extent as permitted by the MGCL for directors and officers of Maryland
corporations. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.

     The Second Amended and Restated Agreement of Limited Partnership, dated as
of October 20, 1997, as amended (the "Partnership Agreement"), of Vornado Realty
L.P. provides, generally, for the indemnification of an "Indemnitee" against
losses, claims, damages, liabilities, expenses (including, without limitation,
attorneys' fees and other legal fees and expenses), judgments, fines,
settlements and other amounts that relate to the operations of Vornado Realty
L.P. unless it is established that (i) the act or omission of the Indemnitee was
material and either was committed in bad faith or pursuant to active and
deliberate dishonesty, (ii) the Indemnitee actually received an improper
personal benefit in money, property or services or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. For this purpose, the term "Indemnitee" includes (i)
any person made a party to a proceeding by reason of its status as (A) the
general partner of Vornado Realty L.P., (B) a limited partner of Vornado Realty
L.P. or (C) an officer of Vornado Realty L.P. or a trustee, officer or
shareholder of Vornado Realty Trust and (ii) such other persons (including
affiliates of Vornado Realty Trust or Vornado Realty L.P.) as Vornado Realty
Trust may designate from time to time in its discretion. Any such
indemnification will be made only out of assets of Vornado Realty L.P., and in
no event may an Indemnitee subject the limited partners of Vornado Realty L.P.
to personal liability by reason of the indemnification provisions in the
Partnership Agreement.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to officers, trustees or controlling persons of the
registrants pursuant to the foregoing provisions or otherwise, Vornado Realty
Trust and Vornado Realty L.P. have been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and, therefore, unenforceable. In addition, indemnification may be
limited by state securities laws. Vornado Realty Trust and Vornado Realty L.P.
have purchased liability insurance for the purpose of providing a source of
funds to pay the indemnification described above.

                                       II-2

ITEM 16.  EXHIBITS.

     See the Exhibit Index which is incorporated herein by reference.

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned registrants hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
       if the information required to be included in a post-effective amendment
       by those paragraphs is contained in periodic reports filed with or
       furnished to the Commission by the registrants pursuant to Section 13 or
       Section 15(d) of the Securities Exchange Act of 1934 that are
       incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein by such registrant, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       II-3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paramus, State of New Jersey, on August 20, 2003.

                                          VORNADO REALTY TRUST,
                                          A MARYLAND REAL ESTATE INVESTMENT
                                          TRUST

                                          BY:        /s/ JOSEPH MACNOW
                                            ------------------------------------
                                                       JOSEPH MACNOW
                                            Executive Vice President -- Finance
                                                             and
                                             Administration and Chief Financial
                                                           Officer
                                            (Principal Financial and Accounting
                                                           Officer)

                                       II-4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paramus, State of New Jersey, on August 20, 2003.

                                          VORNADO REALTY L.P.,
                                          A DELAWARE LIMITED PARTNERSHIP

                                          BY: VORNADO REALTY TRUST,
                                             ITS GENERAL PARTNER

                                              BY:      /s/ JOSEPH MACNOW
                                               ---------------------------------
                                                         JOSEPH MACNOW
                                                        Executive Vice
                                                       President -- Finance
                                                 and Administration and Chief
                                                 Financial Officer (Principal
                                               Financial and Accounting Officer)

                                       II-5

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Steven
Roth, Michael D. Fascitelli and Joseph Macnow, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, to any related Rule 462(b) registration
statement and to any other documents filed with the Securities and Exchange
Commission and to file the same, with all exhibits to the registration statement
and other documents in connection with the registration statement, with the
Securities and Exchange Commission or any other regulatory authority, grants to
the attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and ratifies and confirms all that the attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by virtue of this power of
attorney.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

                                                                       

 By:           /s/ STEVEN ROTH            Chairman of the Board of Trustees     July 31, 2003
        ------------------------------      (Principal Executive Officer)
                (Steven Roth)

 By:      /s/ MICHAEL D. FASCITELLI             President and Trustee           July 31, 2003
        ------------------------------
           (Michael D. Fascitelli)

 By:          /s/ JOSEPH MACNOW          Executive Vice President -- Finance    July 31, 2003
        ------------------------------       and Administration and Chief
               (Joseph Macnow)               Financial Officer (Principal
                                          Financial and Accounting Officer)

 By:         /s/ ROBERT P. KOGOD                       Trustee                  July 31, 2003
        ------------------------------
              (Robert P. Kogod)

 By:         /s/ DAVID MANDELBAUM                      Trustee                  July 31, 2003
        ------------------------------
              (David Mandelbaum)

 By:          /s/ STANLEY SIMON                        Trustee                  July 31, 2003
        ------------------------------
               (Stanley Simon)

 By:         /s/ ROBERT H. SMITH                       Trustee                  July 31, 2003
        ------------------------------
              (Robert H. Smith)

 By:         /s/ RONALD G. TARGAN                      Trustee                  July 31, 2003
        ------------------------------
              (Ronald G. Targan)

 By:                                                   Trustee                  July   , 2003
        ------------------------------
                (Richard West)

 By:      /s/ RUSSELL B. WIGHT, JR.                    Trustee                  July 31, 2003
        ------------------------------
           (Russell B. Wight, Jr.)

                                       II-6

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Steven
Roth, Michael D. Fascitelli and Joseph Macnow, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, to any related Rule 462(b) registration
statement and to any other documents filed with the Securities and Exchange
Commission and to file the same, with all exhibits to the registration statement
and other documents in connection with the registration statement, with the
Securities and Exchange Commission or any other regulatory authority, grants to
the attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and ratifies and confirms all that the attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by virtue of this power of
attorney.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

                                                                       

 By:           /s/ STEVEN ROTH            Chairman of the Board of Trustees     July 31, 2003
        ------------------------------      (Principal Executive Officer)
                (Steven Roth)

 By:      /s/ MICHAEL D. FASCITELLI             President and Trustee           July 31, 2003
        ------------------------------
           (Michael D. Fascitelli)

 By:          /s/ JOSEPH MACNOW          Executive Vice President -- Finance    July 31, 2003
        ------------------------------       and Administration and Chief
               (Joseph Macnow)               Financial Officer (Principal
                                          Financial and Accounting Officer)

 By:         /s/ ROBERT P. KOGOD                       Trustee                  July 31, 2003
        ------------------------------
              (Robert P. Kogod)

 By:         /s/ DAVID MANDELBAUM                      Trustee                  July 31, 2003
        ------------------------------
              (David Mandelbaum)

 By:          /s/ STANLEY SIMON                        Trustee                  July 31, 2003
        ------------------------------
               (Stanley Simon)

 By:         /s/ ROBERT H. SMITH                       Trustee                  July 31, 2003
        ------------------------------
              (Robert H. Smith)

 By:         /s/ RONALD G. TARGAN                      Trustee                  July 31, 2003
        ------------------------------
              (Ronald G. Targan)

 By:                                                   Trustee                  July   , 2003
        ------------------------------
                (Richard West)

 By:      /s/ RUSSELL B. WIGHT, JR.                    Trustee                  July 31, 2003
        ------------------------------
           (Russell B. Wight, Jr.)

                                       II-7

                                 EXHIBIT INDEX

EXHIBIT
NO.                                 EXHIBIT
- -------                             -------
       
  1.1*    Form of Underwriting Agreement (for Common Shares).
  1.2*    Form of Underwriting Agreement (for Preferred Shares).
  1.3*    Form of Underwriting Agreement (for Debt Securities).
  3.1     Amended and Restated Declaration of Trust of Vornado Realty
          Trust, as filed with the State Department of Assessments and
          Taxation of Maryland on April 16, 1993 -- Incorporated by
          reference to Exhibit 3(a) to Vornado Realty Trust's
          Registration Statement on Form S-4 (File No. 33-60286),
          filed on April 15, 1993.
  3.2     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on May 23,
          1996 -- Incorporated by reference to Exhibit 3.2 to Vornado
          Realty Trust's Annual Report on Form 10-K for the year ended
          December 31, 2001 (File No. 001-11954).
  3.3     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on April 3,
          1997 -- Incorporated by reference to Exhibit 3.3 to Vornado
          Realty Trust's Annual Report on Form 10-K for the year ended
          December 31, 2001 (File No. 001-11954).
  3.4     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on October 14,
          1997 -- Incorporated by reference to Exhibit 3.2 to Vornado
          Realty Trust's Registration Statement on Form S-3 (File No.
          333-36080), filed on May 2, 2000.
  3.5     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on April 22,
          1998 -- Incorporated by reference to Exhibit 3.1 to Vornado
          Realty Trust's Current Report on Form 8-K, dated April 22,
          1998 (File No. 001-11954), filed on April 28, 1998.
  3.6     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on November 24,
          1999 -- Incorporated by reference to Exhibit 3.4 to Vornado
          Realty Trust's Registration Statement on Form S-3 (File No.
          333-36080), filed on May 2, 2000.
  3.7     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on April 20,
          2000 -- Incorporated by reference to Exhibit 3.5 to Vornado
          Realty Trust's Registration Statement on Form S-3 (File No.
          333-36080), filed on May 2, 2000.
  3.8     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust, as filed with the State Department of
          Assessments and Taxation of Maryland on September 14,
          2000 -- Incorporated by reference to Exhibit 4.6 to
          Vornado's Registration Statement on Form S-8 (File No.
          333-68462), filed on August 27, 2001.
  3.9     Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust dated May 31, 2002, as filed with the State
          Department of Assessments and Taxation of Maryland on June
          13, 2002 -- Incorporated by reference to Exhibit 3.9 to
          Vornado Realty Trust's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 2002 (File No. 001-11954), filed on
          August 7, 2002.
  3.10    Articles of Amendment of Declaration of Trust of Vornado
          Realty Trust dated June 6, 2002, as filed with the State
          Department of Assessments and Taxation of Maryland on June
          13, 2002 -- Incorporated by reference to Exhibit 3.10 to
          Vornado Realty Trust's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 2002 (File No. 001-11954), filed on
          August 7, 2002.
  3.11    Articles Supplementary Classifying Vornado's $3.25 Series A
          Preferred Shares of Beneficial Interest, liquidation
          preference $50.00 per share -- Incorporated by reference to
          Exhibit 4.1 to Vornado's Current Report on Form 8-K, dated
          April 3, 1997 (File No. 001-11954), filed on April 8, 1997.
  3.12    Articles Supplementary Classifying Vornado Realty Trust's
          $3.25 Series A Convertible Preferred Shares of Beneficial
          Interest, as filed with the State Department of Assessments
          and Taxation of Maryland on December 15,
          1997 -- Incorporated by reference to Exhibit 3.10 to Vornado
          Realty Trust's Annual Report on Form 10-K for the year ended
          December 31, 2001 (File No. 001-11954).

- ---------------

* To be filed by amendment or in a Current Report on Form 8-K.

EXHIBIT
NO.                                 EXHIBIT
- -------                             -------
       
  3.13    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-1 8.5% Cumulative Redeemable Preferred Shares of
          Beneficial Interest, no par value -- Incorporated by
          reference to Exhibit 3.1 to Vornado Realty Trust's Current
          Report on Form 8-K, dated November 12, 1998 (File No.
          001-11954), filed on November 30, 1998.
  3.14    Articles Supplementary Classifying Additional Series D-1
          8.5% Preferred Shares of Beneficial Interest, liquidation
          preference $25.00 per share, no par value -- Incorporated by
          reference to Exhibit 3.2 to Vornado Realty Trust's Current
          Report on Form 8-K/A, dated November 12, 1998 (File No.
          001-11954), filed on February 9, 1999.
  3.15    Articles Supplementary Classifying 8.5% Series B Cumulative
          Redeemable Preferred Shares of Beneficial Interest,
          liquidation preference $25.00 per share, no par
          value -- Incorporated by reference to Exhibit 3.3 to Vornado
          Realty Trust's Current Report on Form 8-K, dated March 3,
          1999 (File No. 001-11954), filed on March 17, 1999.
  3.16    Articles Supplementary Classifying Vornado Realty Trust's
          Series C 8.5% Cumulative Redeemable Preferred Shares of
          Beneficial Interest, liquidation preference $25.00 per
          share, no par value -- Incorporated by reference to Exhibit
          3.7 to Vornado Realty Trust's Registration Statement on Form
          8-A (File No. 001-11954), filed on May 19, 1999.
  3.17    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-2 8.375% Cumulative Redeemable Preferred Shares,
          dated as of May 27, 1999, as filed with the State Department
          of Assessments and Taxation of Maryland on May 27,
          1999 -- Incorporated by reference to Exhibit 3.1 to Vornado
          Realty Trust's Current Report on Form 8-K, dated May 27,
          1999 (File No. 001-11954), filed on July 7, 1999.
  3.18    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-3 8.25% Cumulative Redeemable Preferred Shares,
          dated September 3, 1999, as filed with the State Department
          of Assessments and Taxation of Maryland on September 3, 1999
          -Incorporated by reference to Exhibit 3.1 to Vornado Realty
          Trust's Current Report on Form 8-K, dated September 3, 1999
          (File No. 001-11954), filed on October 25, 1999.
  3.19    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-4 8.25% Cumulative Redeemable Preferred Shares,
          dated September 3, 1999, as filed with the State Department
          of Assessments and Taxation of Maryland on September 3,
          1999 -- Incorporated by reference to Exhibit 3.2 to Vornado
          Realty Trust's Current Report on Form 8-K, dated September
          3, 1999 (File No. 001-11954), filed on October 25, 1999.
  3.20    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-5 8.25% Cumulative Redeemable Preferred
          Shares -- Incorporated by reference to Exhibit 3.1 to
          Vornado Realty Trust's Current Report on Form 8-K, dated
          November 24, 1999 (File No. 001-11954), filed on December
          23, 1999.
  3.21    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-6 8.25% Cumulative Redeemable Preferred Shares,
          dated May 1, 2000, as filed with the State Department of
          Assessments and Taxation of Maryland on May 1,
          2000 -- Incorporated by reference to Exhibit 3.1 to Vornado
          Realty Trust's Current Report on Form 8-K, dated May 1, 2000
          (File No. 001-11954), filed May 19, 2000.
  3.22    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-7 8.25% Cumulative Redeemable Preferred Shares,
          dated May 25, 2000, as filed with the State Department of
          Assessments and Taxation of Maryland on June 1,
          2000 -- Incorporated by reference to Exhibit 3.1 to Vornado
          Realty Trust's Current Report on Form 8-K, dated May 25,
          2000 (File No. 001-11954), filed on June 16, 2000.
  3.23    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-8 8.25% Cumulative Redeemable Preferred Shares
          -Incorporated by reference to Exhibit 3.1 to Vornado Realty
          Trust's Current Report on Form 8-K, dated December 8, 2000
          (File No. 001-11954), filed on December 28, 2000.
  3.24    Articles Supplementary Classifying Vornado Realty Trust's
          Series D-9 8.75% Preferred Shares, dated September 21, 2001,
          as filed with the State Department of Assessments and
          Taxation of Maryland on September 25, 2001 -- Incorporated
          by reference to Exhibit 3.1 to Vornado Realty Trust's
          Current Report on Form 8-K (File No. 001-11954), filed on
          October 12, 2001.

EXHIBIT
NO.                                 EXHIBIT
- -------                             -------
       
  3.25    Amended and Restated Bylaws of Vornado Realty Trust, as
          amended on March 2, 2000 -- Incorporated by reference to
          Exhibit 3.12 to Vornado Realty Trust's Annual Report on Form
          10-K for the year ended December 31, 1999 (File No.
          001-11954), filed on March 9, 2000.
  3.26    Second Amended and Restated Agreement of Limited Partnership
          of Vornado Realty L.P., dated as of October 20, 1997 (the
          "Partnership Agreement") -- Incorporated by reference to
          Exhibit 3.4 to Vornado Realty Trust's Annual Report on Form
          10-K for the year ended December 31, 1997 (File No.
          001-11954).
  3.27    Amendment to the Partnership Agreement, dated as of December
          16, 1997-Incorporated by reference to Exhibit 3.5 to Vornado
          Realty Trust's Annual Report on Form 10-K for the year ended
          December 31, 1997 (File No. 001-11954).
  3.28    Second Amendment to the Partnership Agreement, dated as of
          April 1, 1998 -- Incorporated by reference to Exhibit 3.5 to
          Vornado Realty Trust's Registration Statement on Form S-3
          (File No. 333-50095), filed on April 14, 1998.
  3.29    Third Amendment to the Partnership Agreement, dated as of
          November 12, 1998 -- Incorporated by reference to Exhibit
          3.2 to Vornado Realty Trust's Current Report on Form 8-K,
          dated November 12, 1998 (File No. 001-11954), filed on
          November 30, 1998.
  3.30    Fourth Amendment to the Partnership Agreement, dated as of
          November 30, 1998 -- Incorporated by reference to Exhibit
          3.1 to Vornado Realty Trust's Current Report on Form 8-K,
          dated December 1, 1998 (File No. 001-11954), filed on
          February 9, 1999.
  3.31    Fifth Amendment to the Partnership Agreement, dated as of
          March 3, 1999 -- Incorporated by reference to Exhibit 3.1 to
          Vornado Realty Trust's Current Report on Form 8-K, dated
          March 3, 1999 (File No. 001-11954), filed on March 17, 1999.
  3.32    Sixth Amendment to the Partnership Agreement, dated as of
          March 17, 1999 -- Incorporated by reference to Exhibit 3.2
          to Vornado Realty Trust's Current Report on Form 8-K, dated
          May 27, 1999 (File No. 001-11954), filed on July 7, 1999.
  3.33    Seventh Amendment to the Partnership Agreement, dated as of
          May 20, 1999 -- Incorporated by reference to Exhibit 3.3 to
          Vornado Realty Trust's Current Report on Form 8-K, dated May
          27, 1999 (File No. 001-11954), filed on July 7, 1999.
  3.34    Eighth Amendment to the Partnership Agreement, dated as of
          May 27, 1999 -- Incorporated by reference to Exhibit 3.4 to
          Vornado Realty Trust's Current Report on Form 8-K, dated May
          27, 1999 (File No. 001-11954), filed on July 7, 1999.
  3.35    Ninth Amendment to the Partnership Agreement, dated as of
          September 3, 1999 -- Incorporated by reference to Exhibit
          3.3 to Vornado Realty Trust's Current Report on Form 8-K
          (File No. 001-11954), filed on October 25, 1999.
  3.36    Tenth Amendment to the Partnership Agreement, dated as of
          September 3, 1999 -- Incorporated by reference to Exhibit
          3.4 to Vornado Realty Trust's Current Report on Form 8-K,
          dated September 3, 1999 (File No. 001-11954), filed on
          October 25, 1999.
  3.37    Eleventh Amendment to the Partnership Agreement, dated as of
          November 24, 1999 -- Incorporated by reference to Exhibit
          3.2 to Vornado Realty Trust's Current Report on Form 8-K,
          dated November 24, 1999 (File No. 001-11954), filed on
          December 23, 1999.
  3.38    Twelfth Amendment to the Partnership Agreement, dated as of
          May 1, 2000 -- Incorporated by reference to Exhibit 3.2 to
          Vornado Realty Trust's Current Report on Form 8-K, dated May
          1, 2000 (File No. 001-11954), filed on May 19, 2000.
  3.39    Thirteenth Amendment to the Partnership Agreement, dated as
          of May 25, 2000 -- Incorporated by reference to Exhibit 3.2
          to Vornado Realty Trust's Current Report on Form 8-K, dated
          May 25, 2000 (File No. 001-11954), filed on June 16, 2000.
  3.40    Fourteenth Amendment to the Partnership Agreement, dated as
          of December 8, 2000 -- Incorporated by reference to Exhibit
          3.2 to Vornado Realty Trust's Current Report on Form 8-K,
          dated December 8, 2000 (File No. 001-11954), filed on
          December 28, 2000.
  3.41    Fifteenth Amendment to the Partnership Agreement, dated as
          of December 15, 2000 -- Incorporated by reference to Exhibit
          4.35 to Vornado Realty Trust's Registration Statement on
          Form S-8 (File No. 333-68462), filed on August 27, 2001.

EXHIBIT
NO.                                 EXHIBIT
- -------                             -------
       
  3.42    Sixteenth Amendment to the Partnership Agreement, dated as
          of July 25, 2001 -- Incorporated by reference to Exhibit 3.3
          to Vornado Realty Trust's Current Report on Form 8-K (File
          No. 001-11954), filed on October 12, 2001.
  3.43    Seventeenth Amendment to the Partnership Agreement, dated as
          of September 21, 2001 -- Incorporated by reference to
          Exhibit 3.4 of Vornado Realty Trust's Current Report on Form
          8-K (File No. 001-11954), filed on October 12, 2001.
  3.44    Eighteenth Amendment to the Partnership Agreement, dated as
          of January 1, 2002 -- Incorporated by reference to Exhibit
          3.1 to Vornado Realty Trust's Current Report on Form 8-K/A
          (File No. 001-11954), filed on March 18, 2002.
  3.45    Nineteenth Amendment to the Partnership Agreement, dated as
          of July 1, 2002 -- Incorporated by reference to Exhibit 3.47
          to Vornado Realty Trust's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 2002 (File No. 001-11954), filed
          on August 7, 2002.
  3.46    Twentieth Amendment to the Partnership Agreement, dated as
          of April 9, 2003 -- Incorporated by reference to Exhibit
          3.46 to Vornado Realty Trust's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 2003 (File No. 001-1954),
          filed on May 8, 2003.
  4.1     Specimen certificate representing Vornado Realty Trust's
          Common Shares of Beneficial Interest, par value $0.04 per
          share -- Incorporated by reference to Exhibit 4.1 to
          Amendment No. 1 to Vornado Realty Trust's Registration
          Statement on Form S-3 (File No. 33-62395), filed on October
          26, 1995.
  4.2     Specimen certificate representing Vornado Realty Trust's
          $3.25 Series A Preferred Shares of Beneficial Interest,
          liquidation preference $50.00 per share -- Incorporated by
          reference to Exhibit 4.2 to Vornado Realty Trust's Current
          Report on Form 8-K, dated April 3, 1997 (File No.
          001-11954), filed on April 8, 1997.
  4.3     Specimen certificate evidencing Vornado Realty Trust's
          Series B 8.5% Cumulative Redeemable Preferred Shares of
          Beneficial Interest, liquidation preference $25.00 per
          share, no par value -- Incorporated by reference to Exhibit
          4.2 to Vornado Realty Trust's Registration Statement on Form
          8-A (File No. 001-11954), filed on March 15, 1999.
  4.4     Specimen certificate evidencing Vornado Realty Trust's 8.5%
          Series C Cumulative Redeemable Preferred Shares of
          Beneficial Interest, liquidation preference $25.00 per
          share, no par value -- Incorporated by reference to Exhibit
          4.2 to Vornado Realty Trust's Registration Statement on Form
          8-A (File No. 001-11954), filed on May 19, 1999.
  4.5     Form of Indenture for Senior Debt Securities.
  4.6     Form of Senior Debt Security (included in Exhibit 4.5).
  4.7     Form of Indenture for Subordinated Debt Securities.
  4.8     Form of Subordinated Debt Security (included in Exhibit
          4.7).
  4.9     Form of Deposit Agreement (incorporated by reference to
          Exhibit 4.6 of Amendment No. 1 to Vornado Realty Trust's
          Registration Statement on Form S-3 (File No. 33-52441),
          filed on May 12, 1994).
  4.10    Form of Depositary Receipt (included in Exhibit 4.9).
  5.1     Opinion of Venable, Baetjer and Howard, LLP.
  5.2     Opinion of Sullivan & Cromwell LLP.
  8.1     Tax opinion of Sullivan & Cromwell LLP.
  8.2     Tax opinion of Shearman & Sterling LLP.
 12       Statement Regarding Computation of Consolidated Ratios of
          Earnings to Fixed Charges and Combined Fixed Charges and
          Preferred Share Dividend Requirements.
 15.1     Letter Regarding Unaudited Interim Financial Information.
 15.2     Letter Regarding Unaudited Interim Financial Information.
 23.1     Consent of Deloitte & Touche LLP.
 23.2     Consent of Deloitte & Touche LLP.
 23.3     Consent of Venable, Baetjer and Howard, LLP (included in its
          opinion filed as Exhibit 5.1).
 23.4     Consent of Sullivan & Cromwell LLP (included in its opinions
          filed as Exhibits 5.2 and 8.1).

EXHIBIT
NO.                                 EXHIBIT
- -------                             -------
       
 23.5     Consent of Shearman & Sterling LLP (included in its opinion
          filed as Exhibit 8.2).
 24       Powers of Attorney (included on signature page).
 25.1     Statement of Eligibility of Senior Trustee on Form T-1.
 25.2     Statement of Eligibility of Subordinated Trustee on Form
          T-1.

                                                                     EXHIBIT 4.5

================================================================================

                               Vornado Realty L.P.

                                       To

                              The Bank of New York
                                                    Trustee

                                  ------------

                                FORM OF INDENTURE
                                  ------------

                                  Dated as of _________

                             SENIOR DEBT SECURITIES

================================================================================

    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

       TRUST INDENTURE
         ACT SECTION                                                              INDENTURE SECTION

Section 310(a)(1)                                                                       609
           (a)(2)                                                                       609
           (a)(3)          .....................................................        Not Applicable
           (a)(4)          .....................................................        Not Applicable
           (b)             .....................................................        608
                           .....................................................        610
Section 311(a)             .....................................................        613
           (b)             .....................................................        613
Section 312(a)             .....................................................        701
                           .....................................................        702
           (b)             .....................................................        702
           (c)             .....................................................        702
Section 313(a)             .....................................................        703
           (b)             .....................................................        703
           (c)             .....................................................        703
           (d)             .....................................................        703
Section 314(a)             .....................................................        704
           (a)(4)          .....................................................        101
                           .....................................................        1004
           (b)             .....................................................        Not Applicable
           (c)(1)          .....................................................        102
           (c)(2)          .....................................................        102
           (c)(3)          .....................................................        Not Applicable
           (d)             .....................................................        Not Applicable
           (e)             .....................................................        102
Section 315(a)             .....................................................        601
           (b)             .....................................................        602
           (c)             .....................................................        601
           (d)             .....................................................        601
           (e)             .....................................................        514
Section 316(a)             .....................................................        101
           (a)(1)(A)       .....................................................        502
                           .....................................................        512
           (a)(1)(B)       .....................................................        513
           (a)(2)          .....................................................        Not Applicable
           (b)             .....................................................        508
           (c)             .....................................................        104
Section 317(a)(1)          .....................................................        503
           (a)(2)          .....................................................        504
           (b)             .....................................................        1003
Section 318(a)             .....................................................        107

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

                                TABLE OF CONTENTS

                                                                                                       PAGE

PARTIES................................................................................................. 1
RECITALS OF THE OPERATING PARTNERSHIP................................................................... 1

                                                ARTICLE ONE

                           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.         Definitions.........................................................................1
                     Act.................................................................................2
                     Affiliate...........................................................................2
                     Applicable Procedures...............................................................2
                     Authenticating Agent................................................................2
                     Board of Trustees...................................................................2
                     Board Resolution....................................................................2
                     Business Day........................................................................2
                     Commission..........................................................................2
                     Corporate Trust Office..............................................................2
                     corporation.........................................................................2
                     Covenant Defeasance.................................................................2
                     Defaulted Interest..................................................................2
                     Defeasance..........................................................................3
                     Depositary..........................................................................3
                     Event of Default....................................................................3
                     Exchange Act........................................................................3
                     Expiration Date.....................................................................3
                     Global Security.....................................................................3
                     Holder..............................................................................3
                     Indenture...........................................................................3
                     interest............................................................................3
                     Interest Payment Date...............................................................3
                     Investment Company Act..............................................................3
                     Maturity............................................................................3
                     Notice of Default...................................................................3
                     Officers' Certificate...............................................................3
                     Operating Partnership...............................................................4
                     Operating Partnership Request.......................................................4
                     Opinion of Counsel..................................................................4
                     Original Issue Discount Security....................................................4
                     Outstanding.........................................................................4
                     Paying Agent........................................................................5
                     Person..............................................................................5
                     Place of Payment....................................................................5
                     Predecessor Security................................................................5
                     Redemption Date.....................................................................5
                     Redemption Price....................................................................5

NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

                                                                                                       PAGE

                     Regular Record Date.................................................................5
                     Responsible Officer.................................................................5
                     Securities..........................................................................6
                     Securities Act......................................................................6
                     Security Register...................................................................6
                     Special Record Date.................................................................6
                     Stated Maturity.....................................................................6
                     Subsidiary..........................................................................6
                     Trust Indenture Act.................................................................6
                     Trustee.............................................................................6
                     U.S. Government Obligation..........................................................6
                     Vice President......................................................................6
Section 102.         Compliance Certificates and Opinions................................................7
Section 103.         Form of Documents Delivered to Trustee..............................................7
Section 104.         Acts of Holders; Record Dates.......................................................8
Section 105.         Notices, Etc., to Trustee and Operating Partnership................................10
Section 106.         Notice to Holders; Waiver..........................................................10
Section 107.         Conflict with Trust Indenture Act..................................................10
Section 108.         Effect of Headings and Table of Contents...........................................11
Section 109.         Successors and Assigns.............................................................11
Section 110.         Separability Clause................................................................11
Section 111.         Benefits of Indenture..............................................................11
Section 112.         Governing Law......................................................................11
Section 113.         Legal Holidays.....................................................................11
Section 114.         Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and
                     Agents of the Operating Partnership and Vornado Realty Trust.......................11

                                                     ARTICLE TWO

                                                   SECURITY FORMS

Section 201.         Forms Generally....................................................................12
Section 202.         Form of Face of Security...........................................................12
Section 203.         Form of Reverse of Security........................................................14
Section 204.         Form of Legend for Global Securities...............................................17
Section 205.         Form of Trustee's Certificate of Authentication....................................17

                                                    ARTICLE THREE

                                                   THE SECURITIES

Section 301.         Amount Unlimited; Issuable in Series...............................................18
Section 302.         Denominations......................................................................21
Section 303.         Execution, Authentication, Delivery and Dating.....................................21
Section 304.         Temporary Securities...............................................................22
Section 305.         Registration, Registration of Transfer and Exchange................................23
Section 306.         Mutilated, Destroyed, Lost and Stolen Securities...................................24
Section 307.         Payment of Interest; Interest Rights Preserved.....................................25
Section 308.         Persons Deemed Owners..............................................................26

                                       -ii-

                                                                                                       PAGE

Section 309.         Cancellation.......................................................................26
Section 310.         Computation of Interest............................................................27
Section 311.         CUSIP Numbers......................................................................27

                                                  ARTICLE FOUR

                                           SATISFACTION AND DISCHARGE

Section 401.         Satisfaction and Discharge of Indenture............................................27
Section 402.         Application of Trust Money.........................................................28

                                                  ARTICLE FIVE

                                                    REMEDIES

Section 501.         Events of Default..................................................................28
Section 502.         Acceleration of Maturity; Rescission and Annulment.................................30
Section 503.         Collection of Indebtedness and Suits for Enforcement by Trustee....................31
Section 504.         Trustee May File Proofs of Claim...................................................32
Section 505.         Trustee May Enforce Claims Without Possession of Securities........................32
Section 506.         Application of Money Collected.....................................................32
Section 507.         Limitation on Suits................................................................33
Section 508.         Unconditional Right of Holders to Receive Principal, Premium and Interest..........33
Section 509.         Restoration of Rights and Remedies.................................................34
Section 510.         Rights and Remedies Cumulative.....................................................34
Section 511.         Delay or Omission Not Waiver.......................................................34
Section 512.         Control by Holders.................................................................34
Section 513.         Waiver of Past Defaults............................................................34
Section 514.         Undertaking for Costs..............................................................35
Section 515.         Waiver of Usury, Stay or Extension Laws............................................35

                                                   ARTICLE SIX

                                                   THE TRUSTEE

Section 601.         Certain Duties and Responsibilities................................................35
Section 602.         Notice of Defaults.................................................................36
Section 603.         Certain Rights of Trustee..........................................................36
Section 604.         Not Responsible for Recitals or Issuance of Securities.............................37
Section 605.         May Hold Securities................................................................37
Section 606.         Money Held in Trust................................................................38
Section 607.         Compensation and Reimbursement.....................................................38
Section 608.         Disqualification; Conflicting Interests............................................38
Section 609.         Corporate Trustee Required; Eligibility............................................39
Section 610.         Resignation and Removal; Appointment of Successor..................................39
Section 611.         Acceptance of Appointment by Successor.............................................40
Section 612.         Merger, Conversion, Consolidation or Succession to Business........................41
Section 613.         Preferential Collection of Claims Against Operating Partnership....................41
Section 614.         Appointment of Authenticating Agent................................................42

                                      -iii-

                                  ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

                                                                                                       PAGE

Section 701.         Operating Partnership to Furnish Trustee Names and Addresses of Holders............43
Section 702.         Preservation of Information; Communications to Holders.............................43
Section 703.         Reports by Trustee.................................................................44
Section 704.         Reports by Operating Partnership...................................................44

                                                     ARTICLE EIGHT

                                 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.         Operating Partnership May Consolidate, Etc., Only on Certain Terms.................44
Section 802.         Successor Substituted..............................................................45

                                                     ARTICLE NINE

                                                SUPPLEMENTAL INDENTURES

Section 901.         Supplemental Indentures Without Consent of Holders.................................46
Section 902.         Supplemental Indentures With Consent of Holders....................................47
Section 903.         Execution of Supplemental Indentures...............................................48
Section 904.         Effect of Supplemental Indentures..................................................48
Section 905.         Conformity with Trust Indenture Act................................................48
Section 906.         Reference in Securities to Supplemental Indentures.................................48

                                                      ARTICLE TEN

                                                       COVENANTS

Section 1001.        Payment of Principal, Premium and Interest.........................................49
Section 1002.        Maintenance of Office or Agency....................................................49
Section 1003.        Money for Securities Payments to Be Held in Trust..................................49
Section 1004.        Statement by Officers as to Default................................................50
Section 1005.        Existence..........................................................................51
Section 1006.        Maintenance of Properties..........................................................51
Section 1007.        Payment of Taxes and Other Claims..................................................51
Section 1008.        Insurance..........................................................................51
Section 1009.        Provision of Financial Information.................................................52
Section 1010.        Waiver of Certain Covenants........................................................52
Section 1011.        Calculation of Original Issue Discount.............................................52

                                                     ARTICLE ELEVEN

                                                REDEMPTION OF SECURITIES

Section 1101.        Applicability of Article...........................................................53
Section 1102.        Election to Redeem; Notice to Trustee..............................................53

                                      -iv-

                                                                                                       PAGE

Section 1103.        Selection by Trustee of Securities to Be Redeemed..................................53
Section 1104.        Notice of Redemption...............................................................54
Section 1105.        Deposit of Redemption Price........................................................54
Section 1106.        Securities Payable on Redemption Date..............................................55
Section 1107.        Securities Redeemed in Part........................................................55

                                                     ARTICLE TWELVE

                                                      SINKING FUNDS

Section 1201.        Applicability of Article...........................................................55
Section 1202.        Satisfaction of Sinking Fund Payments with Securities..............................56
Section 1203.        Redemption of Securities for Sinking Fund..........................................56

                                                    ARTICLE THIRTEEN

                                           DEFEASANCE AND COVENANT DEFEASANCE

Section 1301.        Operating Partnership's Option to Effect Defeasance or Covenant Defeasance.........56
Section 1302.        Defeasance and Discharge...........................................................56
Section 1303.        Covenant Defeasance................................................................57
Section 1304.        Conditions to Defeasance or Covenant Defeasance....................................57
Section 1305.        Deposited Money and U.S. Government Obligations to Be Held in Trust;
                     Miscellaneous Provisions...........................................................59
Section 1306.        Reinstatement......................................................................60

                                       -v-

         INDENTURE, dated as of         , between Vornado Realty L.P., a limited
partnership duly organized and existing under the laws of the State of Delaware
(herein called the "Operating Partnership") and managed by Vornado Realty Trust
as its general partner, having its principal office at 888 Seventh Avenue, New
York, New York 10019, and The Bank of New York, a New York banking corporation,
as Trustee (herein called the "Trustee").

                      RECITALS OF THE OPERATING PARTNERSHIP

         The Operating Partnership, through Vornado Realty Trust, has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein called the "Securities") to be issued in one or more
series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Operating Partnership, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted in the United
         States of America at the date of such computation;

                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (5) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Applicable Procedures" of a Depositary means, with respect to any
matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Trustees" means either the board of trustees of Vornado
Realty Trust or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of Vornado Realty Trust to have been duly
adopted by the Board of Trustees and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Shares" means the common shares of beneficial interest of
Vornado Realty Trust.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration.

         "corporation" means a corporation, association, company, limited
liability company, joint-stock company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1303.

         "Defaulted Interest" has the meaning specified in Section 307.

                                      -2-

         "Defeasance" has the meaning specified in Section 1302.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, any Person
that is designated to act as Depositary for such Securities as contemplated by
Section 301.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

         "Officer" means the Chairman of the Board, a Vice Chairman of the
Board, the President or any Vice President, the Treasurer or the Secretary, of
Vornado Realty Trust.

         "Officers' Certificate" means a certificate signed by any two Officers
or by any Officer and an Assistant Treasurer or an Assistant Secretary of
Vornado Realty Trust, and delivered to

                                      -3-

the Trustee. One of the Officers signing an Officers' Certificate given pursuant
to Section 1004 shall be the principal executive, financial or accounting
officer of Vornado Realty Trust.

         "Operating Partnership" means the Person named as the "Operating
Partnership" in the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Operating Partnership" shall mean such successor Person.

         "Operating Partnership Request" or "Operating Partnership Order" means
a written request or order signed in the name of the Operating Partnership by
the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of Vornado Realty Trust, as general partner of the
Operating Partnership, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Operating Partnership.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (1) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Operating Partnership) in trust or set
         aside and segregated in trust by the Operating Partnership (if the
         Operating Partnership shall act as its own Paying Agent) for the
         Holders of such Securities; provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

                  (3) Securities as to which Defeasance has been effected
         pursuant to Section 1302; and

                  (4) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Operating Partnership;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be

                                      -4-

the amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to Section
502, (B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the principal amount
of a Security denominated in one or more foreign currencies or currency units
which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security
described in Clause (A) or (B) above, of the amount determined as provided in
such Clause), and (D) Securities owned by the Operating Partnership or any other
obligor upon the Securities or any Affiliate of the Operating Partnership or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Operating Partnership or any other
obligor upon the Securities or any Affiliate of the Operating Partnership or of
such other obligor.

         "Paying Agent" means any Person authorized by the Operating Partnership
to pay the principal of or any premium or interest on any Securities on behalf
of the Operating Partnership.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant treasurer, any trust officer or assistant trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to

                                      -5-

whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Operating
Partnership or by one or more other Subsidiaries, or by the Operating
Partnership and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors or trustees, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "U.S. Government Obligation" has the meaning specified in Section 1304.

         "Vice President", when used with respect to Vornado Realty Trust or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         "Vornado Realty Trust" means Vornado Realty Trust, a Maryland real
estate investment trust and the general partner of the Operating Partnership,
and its successors or any successor general partner of the Operating Partnership
that serves as the manager thereof.

                                      -6-

SECTION 102.      Compliance Certificates and Opinions.

         Upon any application or request by the Operating Partnership to the
Trustee to take any action under any provision of this Indenture, the Operating
Partnership shall furnish to the Trustee such certificates and opinions as may
be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officers' Certificate, if to be given by an
officer of Vornado Realty Trust on behalf of the Operating Partnership, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he or she has made such examination or investigation as is necessary to
         enable him or her to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

SECTION 103.      Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of Vornado Realty Trust on
behalf of the Operating Partnership may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of Vornado Realty Trust stating that the information with respect to
such factual matters is in the possession of Vornado Realty Trust, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

                                      -7-

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.      Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Operating
Partnership. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Operating Partnership, if made in the manner provided in
this Section.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Operating
Partnership in reliance thereon, whether or not notation of such action is made
upon such Security.

         The Operating Partnership may, in the circumstances permitted by the
Trust Indenture Act, set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Operating Partnership
may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in the next paragraph. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Operating

                                      -8-

Partnership from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Operating Partnership, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Operating Partnership's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Operating Partnership in writing
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

                                      -9-

SECTION 105.      Notices, Etc., to Trustee and Operating Partnership.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Operating Partnership
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Administration, or

                  (2) the Operating Partnership by the Trustee or by any Holder
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if in writing and mailed, first-class
         postage prepaid, to the Operating Partnership addressed to it at the
         address of its principal office specified in the first paragraph of
         this instrument, Attention: Joseph Macnow, Executive Vice
         President--Finance and Administration, Chief Financial Officer, or at
         any other address previously furnished in writing to the Trustee by the
         Operating Partnership.

SECTION 106.      Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his or her address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Where this Indenture provides for notice of any event to a Holder of a
Global Security, such notice shall be sufficiently given if given to the
Depositary for such Security (or its designee), pursuant to its Applicable
Procedures, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.

SECTION 107.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of

                                      -10-

the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 108.      Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109.      Successors and Assigns.

         All covenants and agreements in this Indenture by the Operating
Partnership shall bind its successors and assigns, whether so expressed or not.

Section 110.      Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.      Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112.      Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

SECTION 113.      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Maturity, provided that no interest shall accrue with
respect to such payment for the period from and after such Interest Payment
Date, Redemption Date or Maturity, as the case may be to the date of such
payment.

SECTION 114.      Limited Liability; Immunity of Shareholders, Partners,
                  Trustees, Officers and Agents of the Operating Partnership and
                  Vornado Realty Trust.

                  Notwithstanding any other provision of this Indenture or of
the Securities of any series to the contrary, no recourse shall be had, whether
by levy or execution or otherwise, for the payment of any sums due under any
Security, including, without limitation, the principal of, premium, if any, or
interest payable under any Security, or for the payment or performance of any

                                      -11-

obligation, covenant or agreement under, or for any claim based on, this
Indenture or any Security or otherwise in respect of this Indenture or any
Security, against any partner of the Operating Partnership, whether limited or
general, including Vornado Realty Trust, as general partner, or any successor of
any such partner or any such partner's or successor's assets or against any
principal, shareholder, member, officer, director, trustee or employee of any
such partner or successor, under any rule of law, statute or constitution, or by
the enforcement of any assessment or penalty or by any legal or equitable
proceeding or otherwise, nor shall any of such parties be personally liable for
any such amounts, obligations or claims, or liable for any deficiency judgment
based thereon or with respect thereto, it being expressly understood that the
sole remedies hereunder or under any other document with respect to the
Securities against such parties with respect to such amounts, obligations or
claims shall be against the Operating Partnership and that all such liability of
such parties is and is to be, by the acceptance hereof, expressly waived and
released as a condition of, and as consideration for, the execution of this
Indenture and by the acceptance of the Securities by the Holders and as part of
the consideration for the issue of the Securities.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
Vornado Realty Trust and delivered to the Trustee at or prior to the delivery of
the Operating Partnership Order contemplated by Section 303 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202.      Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                                      -12-

                               Vornado Realty L.P.

                                 ..............

No......                                                                  $.....

                                                           CUSIP No. ________

         VORNADO REALTY L.P., a limited partnership duly organized and existing
under the laws of the State of Delaware (herein called the "Operating
Partnership", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
............., or registered assigns, the principal sum of ....... Dollars on
....................... [if this Security is to bear interest prior to Maturity,
insert -- , and to pay interest thereon from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
......... and ........ in each year, commencing ........ and at the Maturity
thereof, at the rate of [__%] per annum, until the principal hereof is paid or
made available for payment, [if applicable, insert -- provided that any
principal and premium, and any such instalment of interest, which is overdue
shall bear interest at the rate of [____%] per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the ........ or ........
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest so payable, but not punctually paid or
duly provided for, on any Interest Payment Date will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.]

[If the Security is not to bear interest prior to Maturity, insert - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Operating Partnership maintained for that purpose in New York, New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes payable
on a day other than an Interest Payment Date); provided, however, that at the
option of the Operating Partnership

                                      -13-

payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register; and
provided, further, that if this Security is a Global Security, payment may be
made pursuant to the Applicable Procedures of the Depositary as permitted in
said Indenture.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, Vornado Realty Trust, the general partner of the
Operating Partnership, has caused this instrument to be duly executed under its
trust seal.

                                                  VORNADO REALTY L.P.

                                                   By:  Vornado Realty Trust,
                                                             its general partner

                                                   By___________________________

Attest:

..........................

SECTION 203.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Operating Partnership (herein called the "Securities"), issued and to be issued
in one or more series under an Indenture, dated as of       , (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Operating Partnership and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Operating Partnership, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert - [initially] limited in aggregate
principal amount to $________] [, provided that the Operating Partnership may,
without the consent of any Holder, at any time and from time to time increase
the initial principal amount].

         [If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' notice by mail,
[if applicable, insert - (1) on ........ in any year commencing with the year
________ and ending with the year _________ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [if applicable, insert - on or after ....., 20 ],
as a whole or in part,

                                      -14-

at the election of the Operating Partnership, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed during the
12-month period beginning ........ of the years indicated,

                                   Redemption                                          Redemption
           Year                      Price                   Year                        Price
           ----                    ----------                ----                      ----------

and thereafter at a Redemption Price equal to ......% of the principal amount,
together in the case of any such redemption [(whether through operation of the
sinking fund or otherwise)] with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on .......... in each year beginning with the year ........ and
ending with the year ....... of [if applicable, insert - not less than
$............ ("mandatory sinking fund") and not more than] $. aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Operating Partnership otherwise than through [if
applicable, insert - mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert - mandatory] sinking fund payments otherwise
required to be made [if applicable, insert - , in the inverse order in which
they become due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security or certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Operating Partnership's obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities
of this series shall terminate.]

                                      -15-

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions (i) permitting the Holders of
not less than a majority in principal amount of the Securities of any series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Operating Partnership with certain provisions of the
Indenture with respect to such series and (ii) permitting the Holders of a
majority in principal amount of the Securities at the time Outstanding of any
series to be affected under the Indenture (with each such series considered
separately for this purpose), on behalf of the Holders of all Securities of such
series, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of and
any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Operating Partnership and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like

                                      -16-

aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         [If applicable, insert -- This Security is a Global Security and is
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.]

         [If applicable, insert -- Interest on the principal balance of this
Security shall be calculated on the basis of a [365- or 366-day year, as
appropriate, for the actual number of days elapsed] [360-day year of twelve
30-day months]]

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.      Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205.      Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

                                      -17-

         This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

                  Dated:

                                                           THE BANK OF NEW YORK,
                                                                      As Trustee

                                                           By...................
                                                            Authorized Signatory

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of any other
         series);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of any Securities
         of the series is payable;

                  (5) the rate or rates at which any Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, the Interest Payment Dates on which any such
         interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                                      -18-

                  (6) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable and the
         manner in which any payment may be made;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which any Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Operating Partnership and, if other than by a Board Resolution, the
         manner in which any election by the Operating Partnership to redeem the
         Securities shall be evidenced;

                  (8) the obligation, if any, of the Operating Partnership to
         redeem or purchase any Securities of the series pursuant to any sinking
         fund or analogous provisions or at the option of the Holder thereof and
         the period or periods within which, the price or prices at which and
         the terms and conditions upon which any Securities of the series shall
         be redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (9) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which any Securities of the
         series shall be issuable;

                  (10) if the amount of principal of or any premium or interest
         on any Securities of the series may be determined with reference to a
         financial or economic measure or pursuant to a formula, the manner in
         which such amounts shall be determined;

                  (11) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for the purposes of making payment in the currency of the
         United States of America and applying the definition of "Outstanding"
         in Section 101;

                  (12) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Operating Partnership or the Holder thereof, in one or more currencies
         or currency units other than that or those in which such Securities are
         stated to be payable, the currency, currencies or currency units in
         which the principal of or any premium or interest on such Securities as
         to which such election is made shall be payable, the periods within
         which and the terms and conditions upon which such election is to be
         made and the amount so payable (or the manner in which such amount
         shall be determined);

                  (13) if other than the entire principal amount thereof, the
         portion of the principal amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (14) if the principal amount payable at the Stated Maturity of
         any Securities of the series will not be determinable as of any one or
         more dates prior to the Stated Maturity, the amount which shall be
         deemed to be the principal amount of such Securities as of any such
         date for any purpose thereunder or hereunder, including the principal
         amount thereof which shall be due and payable upon any Maturity other
         than the Stated Maturity or which shall be deemed to be Outstanding as
         of any date prior to the Stated

                                      -19-

         Maturity (or, in any such case, the manner in which such amount deemed
         to be the principal amount shall be determined);

                  (15) if applicable, that the Securities of the series, shall
         be subject to either or both of Defeasance or Covenant Defeasance as
         provided in Article Thirteen; provided that no series of Securities
         that is exchangeable for Common Shares or other securities pursuant to
         Section 301(19) shall be subject to Defeasance pursuant to Section
         1302.

                  (16) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204 and any addition to, elimination of or other
         changes in the circumstances set forth in Clause (2) of the last
         paragraph of Section 305 in which any such Global Security may be
         exchanged in whole or in part for Securities registered, and any
         transfer of such Global Security in whole or in part may be registered,
         in the name or names of Persons other than the Depositary for such
         Global Security or a nominee thereof;

                  (17) any addition to, elimination of or other change in the
         Events of Default which applies to any Securities of the series and any
         change in the right of the Trustee or the requisite Holders of such
         Securities to declare the principal amount thereof due and payable
         pursuant to Section 502;

                  (18) any addition to, elimination of or other change in the
         covenants set forth in Article Ten which applies to Securities of the
         series;

                  (19) the terms and conditions, if any, pursuant to which the
         Securities are exchangeable for Common Shares or other securities; and

                  (20) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at one time and, unless otherwise provided
or contemplated by this Section 301 with respect to a series of Securities,
additional Securities of a series may be issued at the option of the Operating
Partnership, without the consent of any Holder, at any time and from time to
time.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of Vornado Realty
Trust on behalf of the Operating Partnership and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the series.

                                      -20-

SECTION 302.      Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.      Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Operating Partnership
by Vornado Realty Trust, as general partner, by the Chairman of the Board, the
Vice Chairman of the Board, the President or one of the Vice Presidents, under
the trust seal reproduced thereon attested by the Secretary or one of the
Assistant Secretaries of Vornado Realty Trust. The signature of any of these
officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of Vornado Realty Trust shall bind the
Operating Partnership, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Operating Partnership may deliver Securities of any series
executed by the Operating Partnership to the Trustee for authentication,
together with an Operating Partnership Order for the authentication and delivery
of such Securities, and the Trustee in accordance with the Operating Partnership
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

                  (1) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (3) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Operating Partnership in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Operating
         Partnership enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

                  If such form or terms have been so established, the Trustee
         shall not be required to authenticate such Securities if the issue of
         such Securities pursuant to this Indenture

                                      -21-

         will affect the Trustee's own rights, duties or immunities under the
         Securities and this Indenture or otherwise in a manner which is not
         reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, including where the size of an Outstanding series of Securities is
increased as contemplated by Section 301, it shall not be necessary to deliver
the Officers' Certificate otherwise required pursuant to Section 301 or the
Operating Partnership Order and Opinion of Counsel otherwise required pursuant
to such preceding paragraph at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Operating Partnership, and the Operating
Partnership shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 304.      Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Operating Partnership may execute, and upon Operating Partnership Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Operating
Partnership will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Operating Partnership in a Place
of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the
Operating Partnership shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

                                      -22-

SECTION 305.      Registration, Registration of Transfer and Exchange.

         The Operating Partnership shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Operating Partnership in a Place of Payment
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Operating
Partnership shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Operating Partnership in a Place of Payment for
that series, the Operating Partnership shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Operating Partnership shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Operating Partnership,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Operating Partnership or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Operating Partnership and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Operating Partnership may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Operating Partnership shall not be required (A)
to issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or
(B) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                                      -23-

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
         shall be registered in the name of the Depositary designated for such
         Global Security or a nominee thereof and delivered to such Depositary
         or a nominee thereof or custodian therefor, and each such Global
         Security shall constitute a single Security for all purposes of this
         Indenture.

                  (2) Notwithstanding any other provision in this Indenture, and
         subject to such applicable provisions, if any, as may be specified as
         contemplated by Section 301, no Global Security may be exchanged in
         whole or in part for Securities registered, and no transfer of a Global
         Security in whole or in part may be registered, in the name of any
         Person other than the Depositary for such Global Security or a nominee
         thereof unless (A) such Depositary has notified the Operating
         Partnership that it is unwilling or unable or no longer permitted under
         applicable law to continue as Depositary for such Global Security or
         (B) there shall have occurred and be continuing an Event of Default
         with respect to such Global Security or (C) the Operating Partnership
         so directs the Trustee by Company Order or (D) there shall exist such
         circumstances, if any, in addition to or in lieu of the foregoing as
         have been specified for this purpose as contemplated by Section 301.

                  (3) Subject to Clause (2) above and to such applicable
         provisions, if any, as may be specified as contemplated by Section 301,
         any exchange of a Global Security for other Securities may be made in
         whole or in part, and all Securities issued in exchange for a Global
         Security or any portion thereof shall be registered in such names as
         the Depositary for such Global Security shall direct.

                  (4) Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Operating
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Operating Partnership and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Operating Partnership or the Trustee that such Security has
been acquired by a bona fide purchaser, the Operating Partnership shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a

                                      -24-

new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Operating Partnership in its
discretion may, instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Operating
Partnership may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Operating Partnership, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

Section 307.      Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest or, if no business is conducted by the Trustee at its
Corporate Trust Office on such date, at 5:00 P.M., New York City time, on such
date.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Operating Partnership, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1) The Operating Partnership may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Operating Partnership shall notify the Trustee in writing of the amount
         of Defaulted Interest proposed to be paid on each Security of such
         series and the date of the proposed payment, and at the same time the
         Operating Partnership shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such

                                      -25-

         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Operating
         Partnership of such Special Record Date and, in the name and at the
         expense of the Operating Partnership, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be given to each Holder of Securities of such series in the
         manner set forth in Section 106, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

                  (2) The Operating Partnership may make payment of any
         Defaulted Interest on the Securities of any series in any other lawful
         manner not inconsistent with the requirements of any securities
         exchange on which such Securities may be listed, and upon such notice
         as may be required by such exchange, if, after notice given by the
         Operating Partnership to the Trustee of the proposed payment pursuant
         to this Clause, such manner of payment shall be deemed practicable by
         the Trustee.

         Except as may be provided in this Section 307 or as contemplated in
Section 301 with respect to any Securities of a series, the Person to whom
interest shall be payable on any Security that first becomes payable on a day
that is not an Interest Payment Date shall be the Holder of such Security on the
day such interest is paid.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 308.      Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Operating Partnership, the Trustee nor any agent of the
Operating Partnership or the Trustee shall be affected by notice to the
contrary.

SECTION 309.      Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Operating Partnership may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Operating Partnership may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Operating

                                      -26-

Partnership has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by an Operating Partnership
Order; provided, however, that the Trustee shall not be required to destroy such
cancelled Securities.

SECTION 310.      Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311.      CUSIP Numbers.

The Operating Partnership in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders, provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
and that reliance may be placed only on the other identification numbers printed
on the Securities. Any such redemption shall not be affected by any defect in or
omission of such numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Operating Partnership Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of any Security expressly provided for herein or in the terms of such
Security), and the Trustee, at the expense of the Operating Partnership, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

         (1) either

                  (A) all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 306 and
         (ii) Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Operating Partnership
         and thereafter repaid to the Operating Partnership or discharged from
         such trust, as provided in Section 1003) have been delivered to the
         Trustee for cancellation; or

                  (B) all such Securities not theretofore delivered to the
         Trustee for cancellation

                                      -27-

                           (i) have become due and payable, or

                           (ii) will become due and payable at their Stated
                  Maturity within one year, or

                           (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Operating Partnership,

         and the Operating Partnership, in the case of (i), (ii) or (iii) above,
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for the purpose money in an amount sufficient to pay and
         discharge the entire indebtedness on such Securities not theretofore
         delivered to the Trustee for cancellation, for principal and any
         premium and interest to the date of such deposit (in the case of
         Securities which have become due and payable) or to the Stated Maturity
         or Redemption Date, as the case may be;

                  (2) the Operating Partnership has paid or caused to be paid
         all other sums payable hereunder by the Operating Partnership; and

                  (3) the Operating Partnership has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the satisfaction
         and discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Operating Partnership to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

SECTION 402.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Operating Partnership acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment,

                                      -28-

decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium,
         if any, on any Security of that series at its Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Operating Partnership in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Operating Partnership by the
         Trustee or to the Operating Partnership and the Trustee by the Holders
         of at least 10% in principal amount of the Outstanding Securities of
         that series a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Operating
         Partnership (including a default with respect to Securities of any
         series other than that series) having an aggregate principal amount
         outstanding of at least $50,000,000, or under any mortgage, indenture
         or instrument (including this Indenture) under which there may be
         issued or by which there may be secured or evidenced any indebtedness
         for money borrowed by the Operating Partnership having an aggregate
         principal amount outstanding of at least $50,000,000, whether such
         indebtedness now exists or shall hereafter be created, which default
         (A) shall constitute a failure to pay any portion of the principal of
         such indebtedness when due and payable after the expiration of any
         applicable grace period with respect thereto or (B) shall have resulted
         in such indebtedness becoming or being declared due and payable prior
         to the date on which it would otherwise have become due and payable,
         without, in the case of Clause (A), such indebtedness having been
         discharged or without, in the case of Clause (B), such indebtedness
         having been discharged or such acceleration having been rescinded or
         annulled, in each such case within a period of 10 days after there
         shall have been given, by registered or certified mail, to the
         Operating Partnership by the Trustee or to the Operating Partnership
         and the Trustee by the Holders of at least 10% in principal amount of
         the Outstanding Securities of that series a written notice specifying
         such default and requiring the Operating Partnership to cause such
         indebtedness to be discharged or cause such acceleration to be
         rescinded or annulled, as the case may be, and stating that such notice
         is a "Notice of Default" hereunder; provided, however, that, subject to
         the provisions of Sections 601 and 602, the Trustee shall not be deemed
         to have knowledge of such default unless either (A) a Responsible
         Officer of the Trustee shall have knowledge of such default or (B) the
         Trustee shall have received written notice thereof from the Operating
         Partnership, from any Holder, from the holder of any such

                                      -29-

         indebtedness or from the trustee under any such mortgage, indenture or
         other instrument; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Operating
         Partnership in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Operating
         Partnership a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Operating Partnership under any applicable
         Federal or State law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official of the
         Operating Partnership or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 60 consecutive
         days; or

                  (7) the commencement by the Operating Partnership of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by it to the entry of a decree or order for relief in
         respect of the Operating Partnership in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         it to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Operating Partnership or
         of any substantial part of its property, or the making by it of an
         assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become due,
         or the taking of corporate action by the Operating Partnership in
         furtherance of any such action; or

                  (8) any other Event of Default provided with respect to
         Securities of that series.

SECTION 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee, upon
receipt of a request from the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series, shall, or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may,
declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Operating Partnership (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501 (7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal

                                      -30-

amount of such Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Operating
Partnership and the Trustee, may rescind and annul such declaration and its
consequences if

                  (1) the Operating Partnership has paid or deposited with the
         Trustee a sum sufficient to pay

                           (A) all overdue interest on all Securities of that
                  series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and any interest thereon
                  at the rate or rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

                  No such rescission shall affect any subsequent default or
         impair any right consequent thereon.

SECTION 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

         The Operating Partnership covenants that if

                  (1) default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Operating Partnership will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the

                                      -31-

reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 504.      Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Operating
Partnership (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                                      -32-

                  FIRST: To the payment of all amounts due the Trustee under
         Section 607; and

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of and any premium and interest on the Securities in respect
         of which or for the benefit of which such money has been collected,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Securities for principal and any
         premium and interest, respectively.

SECTION 507.      Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to the Trustee against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

                  it being understood and intended that no one or more of such
         Holders shall have any right in any manner whatever by virtue of, or by
         availing of, any provision of this Indenture to affect, disturb or
         prejudice the rights of any other of such Holders, or to obtain or to
         seek to obtain priority or preference over any other of such Holders or
         to enforce any right under this Indenture, except in the manner herein
         provided and for the equal and ratable benefit of all of such Holders.

SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                                      -33-

SECTION 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Operating Partnership, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510.      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511.      Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512.      Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

SECTION 513.      Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

                                      -34-

                  (1) in the payment of the principal of or any premium or
         interest on any Security of such series, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514.      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act, provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Trustee or the Operating
Partnership.

SECTION 515.      Waiver of Usury, Stay or Extension Laws.

         The Operating Partnership covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Operating
Partnership (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                  ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

                                      -35-

SECTION 602.      Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (1) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (2) any request or direction of the Operating Partnership
         mentioned herein shall be sufficiently evidenced by an Operating
         Partnership Request or Operating Partnership Order, and any resolution
         of the Board of Trustees shall be sufficiently evidenced by a Board
         Resolution;

                  (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (4) the Trustee may consult with counsel of its selection and
         the advice of such counsel (to be confirmed in writing) or any Opinion
         of Counsel shall be full and complete authorization and protection in
         respect of any action taken, suffered or omitted by it hereunder in
         good faith and in reliance thereon;

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity reasonably satisfactory to the Trustee against the costs,
         expenses and liabilities which might be incurred by it in compliance
         with such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to

                                      -36-

         examine the books, records and premises of the Operating Partnership,
         personally or by agent or attorney;

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (8) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (9) the Trustee shall not be deemed to have notice of any
         default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (10) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder; and

                  (11) The Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

SECTION 604.      Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Operating Partnership, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Operating Partnership of
Securities or the proceeds thereof.

SECTION 605.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Operating Partnership, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the Operating Partnership with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

                                      -37-

SECTION 606.      Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Operating Partnership.

SECTION 607.      Compensation and Reimbursement.

         The Operating Partnership agrees

                  (1) to pay to the Trustee from time to time such compensation
         as the Operating Partnership and the Trustee shall from time to time
         agree in writing for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee and any predecessor Trustee for,
         and to hold it harmless against, any and all loss, liability or expense
         including taxes (other than taxes imposed on the income of the Trustee)
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

         The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607 except with respect to funds
held in trust for the benefit of the Holders of particular Securities. When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(6) or Section 501(7), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

SECTION 608.      Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

                                      -38-

SECTION 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610.      Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Operating
Partnership.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Operating Partnership.

         If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Operating Partnership or by any Holder
         who has been a bona fide Holder of a Security for at least six months,
         or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the
         Operating Partnership or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (A) the Operating Partnership by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section
514, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

                                      -39-

         If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation or removal, the Trustee resigning or
being removed may petition, at the expense of the Operating Partnership, any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Operating Partnership, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Operating Partnership and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Operating Partnership. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Operating
Partnership or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         The Operating Partnership shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

SECTION 611.      Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Operating Partnership and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Operating Partnership or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Operating
Partnership, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an

                                      -40-

indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Operating Partnership or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

         Upon request of any such successor Trustee, the Operating Partnership
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612.      Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613.      Preferential Collection of Claims Against Operating
                  Partnership.

         If and when the Trustee shall be or become a creditor of the Operating
Partnership (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust

                                      -41-

Indenture Act regarding the collection of claims against the Operating
Partnership (or any such other obligor).

SECTION 614.      Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer, or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Operating Partnership and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Operating Partnership. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Operating Partnership. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Operating Partnership and
shall give notice of such appointment in the manner provided in Section 106 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

                                      -42-

         The Operating Partnership agrees to pay to each Authenticating Agent
from time to time such compensation for its services under this Section as the
Operating Partnership and the Authenticating Agent shall from time to time agree
in writing.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                  THE BANK OF NEW YORK,
                                                       As Trustee

                                                  By ..........................,
                                                      As Authenticating Agent

                                                  By............................
                                                       Authorized Signatory

                                 ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

Section 701.      Operating Partnership to Furnish Trustee Names and Addresses
                  of Holders.

         The Operating Partnership will furnish or cause to be furnished to the
Trustee

                  (1) semi-annually, not later than March 15 and September 15 in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of Securities of each series
         as of the preceding March 1 or September 1, as the case may be, and

                  (2) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Operating Partnership of any
         such request, a list of similar form and content as of a date not more
         than 15 days prior to the time such list is furnished,

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.      Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                                      -43-

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Operating Partnership and the Trustee that none of the Operating
Partnership, Vornado Realty Trust or the Trustee or any agent of any of them
shall be held accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 703.      Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted within 60 days after the first date of issuance of
Securities and on each anniversary of such date.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Operating Partnership.
The Operating Partnership will promptly notify the Trustee when any Securities
are listed on any stock exchange.

SECTION 704.      Reports by Operating Partnership.

         The Operating Partnership shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Operating
Partnership's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      Operating Partnership May Consolidate, Etc., Only on Certain
                  Terms.

         The Operating Partnership shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Operating Partnership shall
not permit any Person to consolidate with or merge into the Operating
Partnership or convey, transfer or lease its properties and assets substantially
as an entirety to the Operating Partnership, unless:

                                      -44-

                  (1) in case the Operating Partnership shall consolidate with
         or merge into another Person or convey, transfer or lease its
         properties and assets substantially as an entirety to any Person, the
         Person formed by such consolidation or into which the Operating
         Partnership is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Operating
         Partnership substantially as an entirety shall be a corporation,
         partnership or trust, shall be organized and validly existing under the
         laws of the United States of America, any State thereof or the District
         of Columbia and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of and any
         premium and interest on all the Securities and the performance or
         observance of every covenant of this Indenture on the part of the
         Operating Partnership to be performed or observed;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Operating
         Partnership or any Subsidiary as a result of such transaction as having
         been incurred by the Operating Partnership or such Subsidiary at the
         time of such transaction, no Event of Default, and no event which,
         after notice or lapse of time or both, would become an Event of
         Default, shall have happened and be continuing;

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the
         Operating Partnership would become subject to a mortgage, pledge, lien,
         security interest or other encumbrance which would not be permitted by
         this Indenture, the Operating Partnership or such successor Person, as
         the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratably with (or prior
         to) all indebtedness secured thereby; and

                  (4) the Operating Partnership has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 802.      Successor Substituted.

         Upon any consolidation of the Operating Partnership with, or merger of
the Operating Partnership into, any other Person or any conveyance, transfer or
lease of the properties and assets of the Operating Partnership substantially as
an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Operating Partnership is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Operating Partnership under this
Indenture with the same effect as if such successor Person had been named as the
Operating Partnership herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                      -45-

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Operating Partnership, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Operating Partnership and the assumption by any such successor of the
         covenants of the Operating Partnership herein and in the Securities; or

                  (2) to add to the covenants of the Operating Partnership for
         the benefit of the Holders of all or any series of Securities (and if
         such covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Operating Partnership; or

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (A) shall neither (i)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (ii) modify the rights of the Holder of any such Security
         with respect to such provision or (B) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities pursuant to the provisions of
         Section 801(3) or otherwise; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

                                      -46-

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect.

SECTION 902.      Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Operating
Partnership and the Trustee, the Operating Partnership, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 1008, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8).

                  A supplemental indenture which changes or eliminates any
         covenant or other provision of this Indenture which has expressly been
         included solely for the benefit of one or more particular series of
         Securities, or which modifies the rights of the Holders of Securities
         of such series with respect to such covenant or other provision, shall
         be deemed not to affect the rights under this Indenture of the Holders
         of Securities of any other series.

                                      -47-

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         The Operating Partnership may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.

SECTION 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.      Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905.      Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.      Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Operating
Partnership shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Operating Partnership, to any
such supplemental indenture may be prepared and executed by the Operating
Partnership and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                      -48-

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.

         The Operating Partnership covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 1002.     Maintenance of Office or Agency.

         The Operating Partnership will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Operating Partnership in respect of the Securities of
that series and this Indenture may be served. The Operating Partnership will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Operating Partnership
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Operating Partnership hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

         The Operating Partnership may also from time to time designate one or
more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Operating Partnership of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Operating Partnership will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global
Security may be presented or surrendered for payment or for registration of
transfer or exchange, or where Successor Securities may be delivered in exchange
therefore, provided, however, that any such payment, presentation, surrender or
delivery effected pursuant to the Applicable Procedures of the Depositary for
such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.

SECTION 1003.     Money for Securities Payments to Be Held in Trust.

         If the Operating Partnership shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so

                                      -49-

becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Operating Partnership shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit (or, if
the Operating Partnership has deposited any trust funds with a trustee pursuant
to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Operating
Partnership will promptly notify the Trustee of its action or failure so to act.

         The Operating Partnership will cause each Paying Agent for any series
of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Operating Partnership (or any other
obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

         The Operating Partnership may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Operating Partnership Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Operating Partnership or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Operating Partnership or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Operating Partnership, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and
payable shall be paid to the Operating Partnership on Operating Partnership
Request, or (if then held by the Operating Partnership) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Operating Partnership for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Operating Partnership as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Operating Partnership cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Operating Partnership.

SECTION 1004.     Statement by Officers as to Default.

         The Operating Partnership will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Operating Partnership ending after the
date hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Operating Partnership is in

                                      -50-

default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Operating Partnership
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

SECTION 1005.     Existence.

         Subject to Article Eight, the Operating Partnership will do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Operating Partnership shall not be required to preserve any such right
or franchise if the Board of Trustees shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Operating
Partnership and that the loss thereof is not disadvantageous in any material
respect to the Holders of Outstanding Securities.

SECTION 1006.     Maintenance of Properties.

         The Operating Partnership will cause all properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Operating Partnership may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Operating
Partnership from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Operating
Partnership, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders of
Outstanding Securities.

SECTION 1007.     Payment of Taxes and Other Claims.

         The Operating Partnership will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Operating Partnership or any
Subsidiary or upon the income, profits or property of the Operating Partnership
or any Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Operating
Partnership or any Subsidiary; provided, however, that the Operating Partnership
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 1008.     Insurance.

         The Operating Partnership will cause each of its properties and each of
the properties of its Subsidiaries which are of an insurable nature to be
insured against loss of damage with insurers of recognized responsibility, in
commercially reasonable amounts and types.

                                      -51-

SECTION 1009.     Provision of Financial Information.

         Whether or not the Operating Partnership is subject to Section 13 or
Section 15(d) of the Exchange Act, the Operating Partnership will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents that the Operating Partnership would have
been required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act (the "Financial Statements") if the Operating
Partnership were so subject, such documents to be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Operating Partnership would have been required so to file such documents if the
Operating Partnership were so subject.

         The Operating Partnership will also in any event (x) within 15 days of
each Required Filing Date (i) transmit by mail to all Holders, as their names
and addresses appear in the Security Register, without cost to such Holders,
copies of the annual reports and quarterly reports that the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act if the Operating Partnership
were subject to such Sections, and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents that the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act if the Operating Partnership
were subject to such Sections and (y) if filing such documents by the Operating
Partnership with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective Holder.

SECTION 1010.     Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of a specific series, the Operating Partnership may, with respect to
the Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series,
in Article Eight, or in any of Sections 1005 through 1009, inclusive, if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Operating Partnership and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

SECTION 1011.     Calculation of Original Issue Discount.

         The Operating Partnership shall file with the Trustee promptly at the
end of each calendar year a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year, but only if as of the end of
such year Securities issued at an original issue discount are then Outstanding.

                                      -52-

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

SECTION 1102.     Election to Redeem; Notice to Trustee.

         The election of the Operating Partnership to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at
the election of the Operating Partnership of less than all the Securities of any
series (including any such redemption affecting only a single Security), the
Operating Partnership shall, at least 60 days prior to the Redemption Date fixed
by the Operating Partnership (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the
tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Operating Partnership shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103.     Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Operating Partnership in writing
of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

                                      -53-

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104.     Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register, with a copy to the Trustee and any Paying Agent.

         All notices of redemption shall identify the Securities to be redeemed,
including CUSIP number, if any, and shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         consisting of more than a single Security are to be redeemed, the
         identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

         Notice of redemption of Securities to be redeemed at the election of
the Operating Partnership shall be given by the Operating Partnership or, at the
Operating Partnership's request made to the Trustee at least 35 days prior to
the Redemption Date, by the Trustee in the name and at the expense of the
Operating Partnership and shall be irrevocable.

SECTION 1105.     Deposit of Redemption Price.

         Prior to any Redemption Date, the Operating Partnership shall deposit
with the Trustee or with a Paying Agent (or, if the Operating Partnership is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date or the
Securities of the series provide otherwise) accrued interest on, all the
Securities which are to be redeemed on that date.

                                      -54-

SECTION 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Operating Partnership shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Operating Partnership at the Redemption Price,
together, if applicable, with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107.     Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Operating Partnership or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Operating Partnership and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the
Operating Partnership shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

                                      -55-

SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities.

         The Operating Partnership (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Operating Partnership pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to
be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203.     Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Operating Partnership will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 nor more than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Operating Partnership in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.     Operating Partnership's Option to Effect Defeasance or
                  Covenant Defeasance.

         If applicable to a particular series of Securities, the Operating
Partnership may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any such series of Securities or any Securities of such
series, as the case may be, designated pursuant to Section 301 as being
defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.

SECTION 1302.     Defeasance and Discharge.

         Upon the Operating Partnership's exercise of its option (if any) to
have this Section applied to any applicable series of Securities or any
Securities of such series, as the case may be, the Operating Partnership shall
be deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth

                                      -56-

in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Operating Partnership shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Operating Partnership, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Operating Partnership's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Operating Partnership may exercise its option
(if any) to have this Section applied to any applicable Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

SECTION 1303.     Covenant Defeasance.

         Upon the Operating Partnership's exercise of its option (if any) to
have this Section applied to any applicable series of Securities or any
Securities of such series, as the case may be, (1) the Operating Partnership
shall be released from its obligations under Section 801(3), Sections 1005
through 1009, inclusive, and any covenants provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the
occurrence of any event specified in Sections 501(4) (with respect to any of
Section 801(3), Sections 1005 through 1009, inclusive, and any such covenants
provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall
be deemed not to be or result in an Event of Default, in each case with respect
to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Operating Partnership may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304.     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any applicable series of Securities or any Securities of
such series, as the case may be:

                  (1) The Operating Partnership shall irrevocably have deposited
         or caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefits of the Holders of such Securities, (A) money in an amount, or
         (B) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written

                                      -57-

         certification thereof delivered to the Trustee, to pay and discharge,
         and which shall be applied by the Trustee (or any such other qualifying
         trustee) to pay and discharge, the principal of and any premium and
         interest on such Securities on the respective Stated Maturities, in
         accordance with the terms of this Indenture and such Securities. As
         used herein, "U.S. Government Obligation" means (x) any security which
         is (i) a direct obligation of the United States of America for the
         payment of which the full faith and credit of the United States of
         America is pledged or (ii) an obligation of a Person controlled or
         supervised by and acting as an agency or instrumentality of the United
         States of America the payment of which is unconditionally guaranteed as
         a full faith and credit obligation by the United States of America,
         which, in either case (i) or (ii), is not callable or redeemable at the
         option of the issuer thereof, and (y) any depositary receipt issued by
         a bank (as defined in Section 3(a)(2) of the Securities Act) as
         custodian with respect to any U.S. Government Obligation which is
         specified in Clause (x) above and held by such bank for the account of
         the holder of such depositary receipt, or with respect to any specific
         payment of principal of or interest on any U.S. Government Obligation
         which is so specified and held, provided that (except as required by
         law) such custodian is not authorized to make any deduction from the
         amount payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                  (2) In the event of an election to have Section 1302 apply to
         any applicable series of Securities or any Securities of such series,
         as the case may be, the Operating Partnership shall have delivered to
         the Trustee an Opinion of Counsel stating that (A) the Operating
         Partnership has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date of this
         instrument, there has been a change in the applicable Federal income
         tax law, in either case (A) or (B) to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such Securities
         will not recognize gain or loss for Federal income tax purposes as a
         result of the deposit, Defeasance and discharge to be effected with
         respect to such Securities and will be subject to Federal income tax on
         the same amount, in the same manner and at the same times as would be
         the case if such deposit, Defeasance and discharge were not to occur.

                  (3) In the event of an election to have Section 1303 apply to
         any applicable series of Securities or any Securities of such series,
         as the case may be, the Operating Partnership shall have delivered to
         the Trustee an Opinion of Counsel to the effect that the Holders of
         such Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were not
         to occur.

                  (4) The Operating Partnership shall have delivered to the
         Trustee an Officers' Certificate to the effect that neither such
         Securities nor any other Securities of the same series, if then listed
         on any securities exchange, will be delisted as a result of such
         deposit.

                  (5) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Securities
         or any other Securities shall have

                                      -58-

         occurred and be continuing at the time of such deposit or, with regard
         to any such event specified in Sections 501(6) and (7), at any time on
         or prior to the 90th day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until
         after such 90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Operating Partnership is a party
         or by which it is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (9) The Operating Partnership shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that all conditions precedent with respect to such Defeasance
         or Covenant Defeasance have been complied with.

SECTION 1305.     Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Operating Partnership
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

         The Operating Partnership shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Operating Partnership from time to time upon
Operating Partnership Request any money or U.S. Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

                                      -59-

SECTION 1306.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Operating Partnership has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; provided, however, that if
the Operating Partnership makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Operating Partnership shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.

                                      -60-

         This instrument may be executed in any number of counterparts, each of
which soe executed shall be deemed an original, but all such counterparts shall
together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective seals to be hereunto affixed and attested,
all as of the day and year first above written.

                                                     VORNADO REALTY L.P.

                                                     By: VORNADO REALTY TRUST,
                                                     its general partner

                                                     By: _____________

[seal]

Attest:

- -------------

                                                     THE BANK OF NEW YORK
                                                          Trustee:

                                                     By: ______________

[seal]

Attest:

- -------------

                                      -61-

STATE OF NEW YORK                )
                                 ) ss.:
COUNTY OF NEW YORK               )

         On the day of , before me personally came to me known, who, being by me
duly sworn, did depose and say that he is of Vornado Realty Trust, a Maryland
real estate investment trust described in and which executed the foregoing
instrument; that he knows the seal of said trust; that the seal affixed to said
instrument is such seal; that it was so affixed by authority of the Board of
Trustees of said trust; and that he signed his name thereto by like authority.

                                                         -----------------------

STATE OF NEW YORK                )
                                 ) ss.:
COUNTY OF NEW YORK               )

         On the day of before me personally came , to me known, who, being by me
duly sworn, did depose and say that he is of , a corporation described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                                          ----------------------

                                      -62-

                                                                     EXHIBIT 4.7

================================================================================

                               Vornado Realty L.P.

                                       TO

                              The Bank of New York
                                           Trustee

                            -------------------------

                                FORM OF INDENTURE

                                  Dated as of  --

                            -------------------------

                          SUBORDINATED DEBT SECURITIES

================================================================================

    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

       TRUST INDENTURE                                                                INDENTURE SECTION
         ACT SECTION
                                                                                
Section 310(a)(1).............................................................        609
             (a)(2)...........................................................        609
             (a)(3)...........................................................        Not Applicable
             (a)(4)...........................................................        Not Applicable
             (b)..............................................................        608
                                                                                      610
Section 311(a)................................................................        613
             (b)..............................................................        613
Section 312(a)................................................................        701
                                                                                      702
             (b)..............................................................        702
             (c)..............................................................        702
Section 313(a)................................................................        703
             (b)..............................................................        703
             (c)..............................................................        703
             (d)..............................................................        703
Section 314(a)................................................................        704
             (a)(4)...........................................................        101
                                                                                      1004
             (b)..............................................................        Not Applicable
             (c)(1)...........................................................        102
             (c)(2)...........................................................        102
             (c)(3)...........................................................        Not Applicable
             (d)..............................................................        Not Applicable
             (e)..............................................................        102
Section 315(a)................................................................        601
             (b)..............................................................        602
             (c)..............................................................        601
             (d)..............................................................        601
             (e)..............................................................        514
Section 316(a)................................................................        101
             (a)(1)(A)........................................................        502
                                                                                      512
             (a)(1)(B)........................................................        513
             (a)(2)...........................................................        Not Applicable
             (b)..............................................................        508
             (c)..............................................................        104
Section 317(a)(1).............................................................        503
             (a)(2)...........................................................        504
             (b)..............................................................        1003
Section 318(a)................................................................        107

- ----------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                TABLE OF CONTENTS

                                -----------------

                                                                                                      PAGE
                                                                                                      ----
                                                                                                 
PARTIES..................................................................................................1
RECITALS OF THE OPERATING PARTNERSHIP....................................................................1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.       Definitions...........................................................................1
Section 102.       Compliance Certificates and Opinions..................................................7
Section 103.       Form of Documents Delivered to Trustee................................................7
Section 104.       Acts of Holders; Record Dates.........................................................8
Section 105.       Notices, Etc., to Trustee and Operating Partnership..................................10
Section 106.       Notice to Holders; Waiver............................................................10
Section 107.       Conflict with Trust Indenture Act....................................................10
Section 108.       Effect of Headings and Table of Contents.............................................11
Section 109.       Successors and Assigns...............................................................11
Section 110.       Separability Clause..................................................................11
Section 111.       Benefits of Indenture................................................................11
Section 112.       Governing Law........................................................................11
Section 113.       Legal Holidays.......................................................................11
Section 114.       Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and
                   Agents of the Operating Partnership and Vornado Realty Trust.........................11

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.       Forms Generally......................................................................12
Section 202.       Form of Face of Security.............................................................12
Section 203.       Form of Reverse of Security..........................................................14
Section 204.       Form of Legend for Global Securities.................................................17
Section 205.       Form of Trustee's Certificate of Authentication......................................17

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.       Amount Unlimited; Issuable in Series.................................................18
Section 302.       Denominations........................................................................20
Section 303.       Execution, Authentication, Delivery and Dating.......................................20
Section 304.       Temporary Securities.................................................................22
Section 305.       Registration, Registration of Transfer and Exchange..................................22
Section 306.       Mutilated, Destroyed, Lost and Stolen Securities.....................................24
Section 307.       Payment of Interest; Interest Rights Preserved.......................................24
Section 308.       Persons Deemed Owners................................................................26
Section 309.       Cancellation.........................................................................26
Section 310.       Computation of Interest..............................................................26

                                                                                                      PAGE
                                                                                                      ----
                                                                                                 
Section 311.       CUSIP Numbers........................................................................26

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.       Satisfaction and Discharge of Indenture..............................................26
Section 402.       Application of Trust Money...........................................................28

                                  ARTICLE FIVE

                                    REMEDIES

Section 501.       Events of Default....................................................................28
Section 502.       Acceleration of Maturity; Rescission and Annulment...................................30
Section 503.       Collection of Indebtedness and Suits for Enforcement by Trustee......................31
Section 504.       Trustee May File Proofs of Claim.....................................................31
Section 505.       Trustee May Enforce Claims Without Possession of Securities..........................32
Section 506.       Application of Money Collected.......................................................32
Section 507.       Limitation on Suits..................................................................32
Section 508.       Unconditional Right of Holders to Receive Principal, Premium and Interest............33
Section 509.       Restoration of Rights and Remedies...................................................33
Section 510.       Rights and Remedies Cumulative.......................................................33
Section 511.       Delay or Omission Not Waiver.........................................................33
Section 512.       Control by Holders...................................................................33
Section 513.       Waiver of Past Defaults..............................................................34
Section 514.       Undertaking for Costs................................................................34
Section 515.       Waiver of Usury, Stay or Extension Laws..............................................34

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.       Certain Duties and Responsibilities..................................................34
Section 602.       Notice of Defaults...................................................................35
Section 603.       Certain Rights of Trustee............................................................35
Section 604.       Not Responsible for Recitals or Issuance of Securities...............................36
Section 605.       May Hold Securities..................................................................36
Section 606.       Money Held in Trust..................................................................37
Section 607.       Compensation and Reimbursement.......................................................37
Section 608.       Disqualification; Conflicting Interests..............................................37
Section 609.       Corporate Trustee Required; Eligibility..............................................38
Section 610.       Resignation and Removal; Appointment of Successor....................................38
Section 611.       Acceptance of Appointment by Successor...............................................39
Section 612.       Merger, Conversion, Consolidation or Succession to Business..........................40
Section 613.       Preferential Collection of Claims Against Operating Partnership......................40
Section 614.       Appointment of Authenticating Agent..................................................40

                                      -ii-

                                  ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

                                                                                                      PAGE
                                                                                                      ----
                                                                                                 
Section 701.       Operating Partnership to Furnish Trustee Names and Addresses of Holders..............42
Section 702.       Preservation of Information; Communications to Holders...............................42
Section 703.       Reports by Trustee...................................................................43
Section 704.       Reports by Operating Partnership.....................................................43

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.       Operating Partnership May Consolidate, Etc., Only on Certain Terms...................43
Section 802.       Successor Substituted................................................................44

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.       Supplemental Indentures Without Consent of Holders...................................44
Section 902.       Supplemental Indentures With Consent of Holders......................................45
Section 903.       Execution of Supplemental Indentures.................................................47
Section 904.       Effect of Supplemental Indentures....................................................47
Section 905.       Conformity with Trust Indenture Act..................................................47
Section 906.       Reference in Securities to Supplemental Indentures...................................47

                                   ARTICLE TEN

                                    COVENANTS

Section 1001.      Payment of Principal, Premium and Interest...........................................47
Section 1002.      Maintenance of Office or Agency......................................................47
Section 1003.      Money for Securities Payments to Be Held in Trust....................................48
Section 1004.      Statement by Officers as to Default..................................................49
Section 1005.      Existence............................................................................49
Section 1006.      Maintenance of Properties............................................................49
Section 1007.      Payment of Taxes and Other Claims....................................................50
Section 1008.      Insurance............................................................................50
Section 1009.      Provision of Financial Information...................................................50
Section 1010.      Waiver of Certain Covenants..........................................................50
Section 1011.      Calculation of Original Issue Discount...............................................51

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.      Applicability of Article.............................................................51
Section 1102.      Election to Redeem; Notice to Trustee................................................51
Section 1103.      Selection by Trustee of Securities to Be Redeemed....................................51
Section 1104.      Notice of Redemption.................................................................52

                                     -iii-

                                                                                                      PAGE
                                                                                                      ----
                                                                                                 
Section 1105.      Deposit of Redemption Price..........................................................53
Section 1106.      Securities Payable on Redemption Date................................................53
Section 1107.      Securities Redeemed in Part..........................................................53

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.      Applicability of Article.............................................................54
Section 1202.      Satisfaction of Sinking Fund Payments with Securities................................54
Section 1203.      Redemption of Securities for Sinking Fund............................................54

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1301.      Operating Partnership's Option to Effect Defeasance or Covenant Defeasance...........55
Section 1302.      Defeasance and Discharge.............................................................55
Section 1303.      Covenant Defeasance..................................................................55
Section 1304.      Conditions to Defeasance or Covenant Defeasance......................................56
Section 1305.      Deposited Money and U.S. Government Obligations to Be Held in Trust;
                   Miscellaneous Provisions ............................................................57
Section 1306.      Reinstatement........................................................................58

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

Section 1401.      Securities Subordinate to Senior Debt................................................58
Section 1402.      Payment Over of Proceeds Upon Dissolution, Etc.......................................58
Section 1403.      Prior Payment to Senior Debt Upon Acceleration of Securities.........................59
Section 1404.      No Payment When Senior Debt in Default...............................................60
Section 1405.      Payment Permitted in Certain Situations..............................................60
Section 1406.      Subrogation to Rights of Holders of Senior Debt......................................61
Section 1407.      Provisions Solely to Define Relative Rights..........................................61
Section 1408.      Trustee to Effectuate Subordination..................................................61
Section 1409.      No Waiver of Subordination Provisions................................................62
Section 1410.      Notice to Trustee....................................................................62
Section 1411.      Reliance on Judicial Order or Certificate of Liquidating Agent.......................62
Section 1412.      Trustee Not Fiduciary for Holders of Senior Debt.....................................63
Section 1413.      Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.........63
Section 1414.      Article Applicable to Paying Agents..................................................63

                                      -iv-

         INDENTURE, dated as of _________, between Vornado Realty L.P., a
limited partnership duly organized and existing under the laws of the State of
Delaware (herein called the "Operating Partnership") and managed by Vornado
Realty Trust as its general partner, having its principal office at 888 Seventh
Avenue, New York, New York 10019, and The Bank of New York, a New York banking
corporation, as Trustee (herein called the "Trustee").

                      RECITALS OF THE OPERATING PARTNERSHIP

         The Operating Partnership, through Vornado Realty Trust, has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein called the "Securities"), to be issued in one or more
series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Operating Partnership, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1)      the terms defined in this Article have the meanings assigned
                  to them in this Article and include the plural as well as the
                  singular;

         (2)      all other terms used herein which are defined in the Trust
                  Indenture Act, either directly or by reference therein, have
                  the meanings assigned to them therein;

         (3)      all accounting terms not otherwise defined herein have the
                  meanings assigned to them in accordance with generally
                  accepted accounting principles, and, except as otherwise
                  herein expressly provided, the term "generally accepted
                  accounting principles" with respect to any computation
                  required or permitted hereunder shall mean such accounting
                  principles as are generally accepted in the United States of
                  America at the date of such computation;

         (4)      unless the context otherwise requires, any reference to an
                  "Article" or a "Section" refers to an Article or a Section, as
                  the case may be, of this Indenture; and

         (5)      the words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Indenture as a whole and not
                  to any particular Article, Section or other subdivision.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Applicable Procedures" of a Depositary means, with respect to any
matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Trustees" means either the board of trustees of Vornado
Realty Trust, or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of Vornado Realty Trust to have been duly
adopted by the Board of Trustees and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Shares" means the common shares of beneficial interest of
Vornado Realty Trust.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration.

         "corporation" means a corporation, association, company, limited
liability company, joint-stock company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1303.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1302.

                                      -2-

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, any Person
that is designated to act as Depositary for such Securities as contemplated by
Section 301.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

         "Officer" means the Chairman of the Board, a Vice Chairman of the
Board, the President or any Vice President, the Treasurer or the Secretary, of
Vornado Realty Trust.

         "Officers' Certificate" means a certificate signed by any two Officers
or by any Officer and an Assistant Treasurer or an Assistant Secretary of
Vornado Realty Trust, and delivered to the Trustee. One of the Officers signing
an Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of Vornado Realty Trust.

                                      -3-

         "Operating Partnership" means the Person named as the "Operating
Partnership" in the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Operating Partnership" shall mean such successor Person.

         "Operating Partnership Request" or "Operating Partnership Order" means
a written request or order signed in the name of the Operating Partnership by
the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of Vornado Realty Trust, as general partner of the
Operating Partnership, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Operating Partnership.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (1) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Operating Partnership) in trust or set
         aside and segregated in trust by the Operating Partnership (if the
         Operating Partnership shall act as its own Paying Agent) for the
         Holders of such Securities; provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

                  (3) Securities as to which Defeasance has been effected
         pursuant to Section 1302; and

                  (4) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Operating Partnership;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security

                                      -4-

denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Operating Partnership or any other obligor upon
the Securities or any Affiliate of the Operating Partnership or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Operating Partnership or any other
obligor upon the Securities or any Affiliate of the Operating Partnership or of
such other obligor.

         "Paying Agent" means any Person authorized by the Operating Partnership
to pay the principal of or any premium or interest on any Securities on behalf
of the Operating Partnership.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant treasurer, any trust officer or assistant trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

                                      -5-

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Senior Debt" means the principal of (and premium, if any) and interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Operating Partnership to the
extent that such claim for post-petition interest is allowed in such proceeding)
on all indebtedness of the Operating Partnership (including indebtedness of
others guaranteed by the Operating Partnership), other than the Securities,
whether outstanding on the date of this Indenture or thereafter created,
incurred or assumed, which is (i) for money borrowed, (ii) evidenced by a note
or similar instrument given in connection with the acquisition of any
businesses, properties or assets of any kind or (iii) obligations of the
Operating Partnership as lessee under leases required to be capitalized on the
balance sheet of the lessee under generally accepted accounting principles or
leases of property or assets made as part of any sale and lease-back transaction
to which the Operating Partnership is a party, including amendments, renewals,
extensions, modifications and refundings of any such indebtedness or obligation,
unless in any case in the instrument creating or evidencing any such
indebtedness or obligation or pursuant to which the same is outstanding it is
provided that such indebtedness or obligation is not superior in right of
payment to the Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Operating
Partnership or by one or more other Subsidiaries, or by the Operating
Partnership and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors or trustees, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "U.S. Government Obligation" has the meaning specified in Section 1304.

                                      -6-

         "Vice President", when used with respect to Vornado Realty Trust or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         "Vornado Realty Trust" means Vornado Realty Trust, a Maryland real
estate investment trust and the general partner of the Operating Partnership,
and its successors or any successor general partner of the Operating Partnership
that serves as the manager thereof.

SECTION 102.      Compliance Certificates and Opinions.

         Upon any application or request by the Operating Partnership to the
Trustee to take any action under any provision of this Indenture, the Operating
Partnership shall furnish to the Trustee such certificates and opinions as may
be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officers' Certificate, if to be given by an
officer of Vornado Realty Trust on behalf of the Operating Partnership, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he or she has made such examination or investigation as is necessary to
         enable him or her to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

SECTION 103.      Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of Vornado Realty Trust on
behalf of the Operating Partnership may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or

                                      -7-

opinion of, or representations by, an officer or officers of Vornado Realty
Trust stating that the information with respect to such factual matters is in
the possession of Vornado Realty Trust, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.      Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Operating
Partnership. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Operating Partnership, if made in the manner provided in
this Section.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Operating
Partnership in reliance thereon, whether or not notation of such action is made
upon such Security.

         The Operating Partnership may, in the circumstances permitted by the
Trust Indenture Act, set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Operating Partnership
may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in the next paragraph. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided

                                      -8-

that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Operating Partnership from setting a
new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Operating
Partnership, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Operating Partnership's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Operating Partnership in writing
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

                                      -9-

SECTION 105.      Notices, Etc., to Trustee and Operating Partnership.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Operating Partnership
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Administration, or

                  (2) the Operating Partnership by the Trustee or by any Holder
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if in writing and mailed, first-class
         postage prepaid, to the Operating Partnership addressed to it at the
         address of its principal office specified in the first paragraph of
         this instrument, Attention: Joseph Macnow, Executive Vice
         President-Finance and Administration, Chief Financial Officer, or at
         any other address previously furnished in writing to the Trustee by the
         Operating Partnership.

SECTION 106.      Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his or her address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Where this Indenture provides for notice of any event to a Holder of a
Global Security, such notice shall be sufficiently given if given to the
Depositary for such Security (or its designee), pursuant to its Applicable
Procedures, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.

SECTION 107.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

                                      -10-

SECTION 108.      Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109.      Successors and Assigns.

         All covenants and agreements in this Indenture by the Operating
Partnership shall bind its successors and assigns, whether so expressed or not.

SECTION 110.      Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.      Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

SECTION 112.      Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

SECTION 113.      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Maturity, provided that no interest shall accrue with
respect to such payment for the period from and after such Interest Payment
Date, Redemption Date or Maturity, as the case may be to the date of such
payment.

SECTION 114.      Limited Liability; Immunity of Shareholders, Partners,
                  Trustees, Officers and Agents of the Operating Partnership
                  and Vornado Realty Trust.

         Notwithstanding any other provision of this Indenture or of the
Securities of any series to the contrary, no recourse shall be had, whether by
levy or execution or otherwise, for the payment of any sums due under any
Security, including, without limitation, the principal of, premium, if any, or
interest payable under any Security, or for the payment or performance of any
obligation, covenant or agreement under, or for any claim based on, this
Indenture or any Security or otherwise in respect of this Indenture or any
Security, against any partner of the Operating Partnership, whether limited or
general, including Vornado Realty Trust, as general partner, or any successor of
any such partner or any such partner's or successor's assets or against any

                                      -11-

principal, shareholder, member, officer, director, trustee or employee of any
such partner or successor, under any rule of law, statute or constitution, or by
the enforcement of any assessment or penalty or by any legal or equitable
proceeding or otherwise, nor shall any of such parties be personally liable for
any such amounts, obligations or claims, or liable for any deficiency judgment
based thereon or with respect thereto, it being expressly understood that the
sole remedies hereunder or under any other document with respect to the
Securities against such parties with respect to such amounts, obligations or
claims shall be against the Operating Partnership and that all such liability of
such parties is and is to be, by the acceptance hereof, expressly waived and
released as a condition of, and as consideration for, the execution of this
Indenture and by the acceptance of the Securities by the Holders and as part of
the consideration for the issue of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
Vornado Realty Trust and delivered to the Trustee at or prior to the delivery of
the Operating Partnership Order contemplated by Section 303 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202.      Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                               Vornado Realty L.P.

                       ...................................

No. .......                                                            $.......

                                                             CUSIP No. ________

         VORNADO REALTY L.P., a limited partnership duly organized and existing
under the laws of the State of Delaware (herein called the "Operating
Partnership", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
................................, or registered assigns, the principal sum of
......... Dollars on

                                      -12-

..................................................... [if this Security is to
bear interest prior to Maturity, insert - , and to pay interest thereon from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ............ and ............ in each year,
commencing .................. and at the Maturity thereof, at the rate of [__%]
per annum, until the principal hereof is paid or made available for payment, [if
applicable, insert - provided that any principal and premium, and any such
instalment of interest, which is overdue shall bear interest at the rate of
[____%] per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ....... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest so payable, but not
punctually paid or duly provided for, on any Interest Payment Date will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.]

         [If the Security is not to bear interest prior to Maturity, insert -
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Operating Partnership maintained for that purpose in New York, New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes payable
on a day other than an Interest Payment Date); provided, however, that at the
option of the Operating Partnership payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; and provided, further, that if this Security is
a Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                      -13-

         IN WITNESS WHEREOF, Vornado Realty Trust, the general partner of the
Operating Partnership, has caused this instrument to be duly executed under its
trust seal.

                                            VORNADO REALTY L.P.

                                            By:  Vornado Realty Trust,
                                                         its general partner

                                            By_________________________________

Attest:

........................................

SECTION 203.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Operating Partnership (herein called the "Securities"), issued and to be issued
in one or more series under an Indenture, dated as of _________, (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Operating Partnership and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Operating Partnership, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- limited [initially] in aggregate
principal amount to $.............................] [, provided that the
Operating Partnership may, without the consent of any Holder, at any time and
from time to time increase the initial principal amount].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' notice by mail,
[if applicable, insert -- (1) on ......... in any year commencing with the year
......... and ending with the year ........ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable, insert -- on or after .........., 20__], as a
whole or in part, at the election of the Operating Partnership, at the following
Redemption Prices (expressed as percentages of the principal amount):

         If redeemed during the 12-month period beginning .......... of the
years indicated,

                        Redemption                                   Redemption
    Year                  Price              Year                       Price
    ----                ----------           ----                    ----------

and thereafter at a Redemption Price equal to ....... % of the principal amount,
together in the case of any such redemption [(whether through operation of the
sinking fund or otherwise)) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more

                                      -14-

Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.

[If applicable, insert -- The sinking fund for this series provides for the
redemption on .......... in each year beginning with the year ..... and ending
with the year ..... of [if applicable, insert -- not less than
$..........("mandatory sinking fund") and not more than] $.................
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Operating Partnership otherwise than through
[if applicable, insert -- mandatory] sinking fund payments may be credited
against subsequent [if applicable, insert -- mandatory] sinking fund payments
otherwise required to be made [if applicable, insert -- , in the inverse order
in which they become due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The Operating Partnership covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that to the
extent and in the manner set forth in Article Fourteen of the Indenture, the
indebtedness represented by the Securities and the payment of principal (and
premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt.

         [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security or certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Operating Partnership's obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities
of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions (i) permitting the Holders of
not less than a majority in principal amount of the Securities of any series at
the time Outstanding, on behalf of the Holders

                                      -15-

of all Securities of such series, to waive compliance by the Operating
Partnership with certain provisions of the Indenture with respect to such series
and (ii) permitting the Holders of a majority in principal amount of the
Securities at the time Outstanding of any series to be affected under the
Indenture (with each such series considered separately for this purpose), on
behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

         Subject to the rights of holders of Senior Debt, as set forth in the
Indenture, no other reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Operating Partnership, which is absolute and unconditional, to pay the principal
of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Operating Partnership and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                                      -16-

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         [If applicable, insert - This Security is a Global Security and is
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.]

         [If applicable, insert -- Interest on the principal balance of this
Security shall be calculated on the basis of a [365- or 366-day year, as
appropriate, for the actual number of days elapsed] [360-day year of twelve
30-day months].]

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.      Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205.      Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

Dated:

                                         THE BANK OF NEW YORK,
                                         As Trustee

                                         By
                                            ------------------------------------
                                            Authorized Signatory

                                      -17-

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of any other
         series);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of any Securities
         of the series is payable;

                  (5) the rate or rates at which any Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, the Interest Payment Dates on which any such
         interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                  (6) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable and the
         manner in which any payment may be made;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which any Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Operating Partnership and, if other than by a Board Resolution, the
         manner in which any election by the Operating Partnership to redeem the
         Securities shall be evidenced;

                  (8) the obligation, if any, of the Operating Partnership to
         redeem or purchase any Securities of the series pursuant to any sinking
         fund or analogous provisions or at the option of the Holder thereof and
         the period or periods within which, the price or prices at

                                      -18-

         which and the terms and conditions upon which any Securities of the
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

                  (9) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which any Securities of the
         series shall be issuable;

                  (10) if the amount of principal of or any premium or interest
         on any Securities of the series may be determined with reference to a
         financial or economic measure or pursuant to a formula, the manner in
         which such amounts shall be determined;

                  (11) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for the purposes of making payment in the currency of the
         United States of America and applying the definition of "Outstanding"
         in Section 101;

                  (12) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Operating Partnership or the Holder thereof, in one or more currencies
         or currency units other than that or those in which such Securities are
         stated to be payable, the currency, currencies or currency units in
         which the principal of or any premium or interest on such Securities as
         to which such election is made shall be payable, the periods within
         which and the terms and conditions upon which such election is to be
         made and the amount so payable (or the manner in which such amount
         shall be determined);

                  (13) if other than the entire principal amount thereof, the
         portion of the principal amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (14) if the principal amount payable at the Stated Maturity of
         any Securities of the series will not be determinable as of any one or
         more dates prior to the Stated Maturity, the amount which shall be
         deemed to be the principal amount of such Securities as of any such
         date for any purpose thereunder or hereunder, including the principal
         amount thereof which shall be due and payable upon any Maturity other
         than the Stated Maturity or which shall be deemed to be Outstanding as
         of any date prior to the Stated Maturity (or, in any such case, the
         manner in which such amount deemed to be the principal amount shall be
         determined);

                  (15) if applicable, that the Securities of the series shall be
         subject to either or both of Defeasance or Covenant Defeasance as
         provided in Article Thirteen; provided that no series of Securities
         that is exchangeable for Common Shares or other securities pursuant to
         Section 301(19) shall be subject to Defeasance pursuant to Section
         1302.

                  (16) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204 and any addition to, elimination of or other
         changes in the circumstances set forth in Clause (2) of the last
         paragraph of Section 305 in which any such Global Security may be
         exchanged in whole or in part for Securities registered, and any
         transfer of such Global

                                      -19-

         Security in whole or in part may be registered, in the name or names of
         Persons other than the Depositary for such Global Security or a nominee
         thereof;

                  (17) any addition to, elimination of or other change in the
         Events of Default which applies to any Securities of the series and any
         change in the right of the Trustee or the requisite Holders of such
         Securities to declare the principal amount thereof due and payable
         pursuant to Section 502;

                  (18) any addition to, elimination of or other change in the
         covenants set forth in Article Ten which applies to Securities of the
         series;

                  (19) the terms and conditions, if any, pursuant to which the
         Securities are exchangeable for Common Shares or other securities; and

                  (20) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at one time and, unless otherwise provided
or contemplated by this Section 301 with respect to a series of Securities,
additional Securities of a series may be issued at the option of the Operating
Partnership, without the consent of any Holder, at any time and from time to
time.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of Vornado Realty
Trust on behalf of the Operating Partnership and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the series.

SECTION 302.      Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.      Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Operating Partnership
by Vornado Realty Trust, as general partner, by the Chairman of the Board, the
Vice Chairman of the Board, the President or one of the Vice Presidents, under
the trust seal reproduced thereon attested by the Secretary or one of the
Assistant Secretaries of Vornado Realty Trust. The signature of any of these
officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of Vornado Realty Trust shall bind the
Operating Partnership, notwithstanding

                                      -20-

that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Operating Partnership may deliver Securities of any series
executed by the Operating Partnership to the Trustee for authentication,
together with an Operating Partnership Order for the authentication and delivery
of such Securities, and the Trustee in accordance with the Operating Partnership
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

                  (1) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (3) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Operating Partnership in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Operating
         Partnership enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, including where the size of an Outstanding series of Securities is
increased as contemplated by Section 301, it shall not be necessary to deliver
the Officers' Certificate otherwise required pursuant to Section 301 or the
Operating Partnership Order and Opinion of Counsel otherwise required pursuant
to such preceding paragraph at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Operating

                                      -21-

Partnership, and the Operating Partnership shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 304.      Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Operating Partnership may execute, and upon Operating Partnership Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Operating
Partnership will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Operating Partnership in a Place
of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the
Operating Partnership shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

SECTION 305.      Registration, Registration of Transfer and Exchange.

         The Operating Partnership shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Operating Partnership in a Place of Payment
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Operating
Partnership shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Operating Partnership in a Place of Payment for
that series, the Operating Partnership shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Operating Partnership shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

                                      -22-

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Operating Partnership,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Operating Partnership or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Operating Partnership and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Operating Partnership may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Operating Partnership shall not be required (A)
to issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or
(B) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
         shall be registered in the name of the Depositary designated for such
         Global Security or a nominee thereof and delivered to such Depositary
         or a nominee thereof or custodian therefor, and each such Global
         Security shall constitute a single Security for all purposes of this
         Indenture.

                  (2) Notwithstanding any other provision in this Indenture, and
         subject to such applicable provisions, if any, as may be specified as
         contemplated by Section 301, no Global Security may be exchanged in
         whole or in part for Securities registered, and no transfer of a Global
         Security in whole or in part may be registered, in the name of any
         Person other than the Depositary for such Global Security or a nominee
         thereof unless (A) such Depositary has notified the Operating
         Partnership that it is unwilling or unable or no longer permitted under
         applicable law to continue as Depositary for such Global Security or
         (B) there shall have occurred and be continuing an Event of Default
         with respect to such Global Security or (C) the Operating Partnership
         so directs the Trustee by Company Order or (D) there shall exist such
         circumstances, if any, in addition to or in lieu of the foregoing as
         have been specified for this purpose as contemplated by Section 301.

                  (3) Subject to Clause (2) above, and to such applicable
         provisions, if any, as may be specified as contemplated by Section 301,
         any exchange of a Global Security for other Securities may be made in
         whole or in part, and all Securities issued in exchange

                                      -23-

         for a Global Security or any portion thereof shall be registered in
         such names as the Depositary for such Global Security shall direct.

                  (4) Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Operating
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Operating Partnership and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Operating Partnership or the Trustee that such Security has
been acquired by a bona fide purchaser, the Operating Partnership shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Operating Partnership in its
discretion may, instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Operating
Partnership may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Operating Partnership, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307.      Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date

                                      -24-

for such interest or, if no business is conducted by the Trustee at its
Corporate Trust Office on such date, at 5:00 P.M., New York City time, on such
date.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Operating Partnership, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1) The Operating Partnership may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Operating Partnership shall notify the Trustee in writing of the amount
         of Defaulted Interest proposed to be paid on each Security of such
         series and the date of the proposed payment, and at the same time the
         Operating Partnership shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Operating
         Partnership of such Special Record Date and, in the name and at the
         expense of the Operating Partnership, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be given to each Holder of Securities of such series in the
         manner set forth in Section 106, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

                  (2) The Operating Partnership may make payment of any
         Defaulted Interest on the Securities of any series in any other lawful
         manner not inconsistent with the requirements of any securities
         exchange on which such Securities may be listed, and upon such notice
         as may be required by such exchange, if, after notice given by the
         Operating Partnership to the Trustee of the proposed payment pursuant
         to this Clause, such manner of payment shall be deemed practicable by
         the Trustee.

         Except as may be provided in this Section 307 or as contemplated in
Section 301 with respect to any Securities of a series, the Person to whom
interest shall be payable on any Security that first becomes payable on a day
that is not an Interest Payment Date shall be the Holder of such Security on the
day such interest is paid.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

                                      -25-

SECTION 308.      Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Operating Partnership, the Trustee nor any agent of the
Operating Partnership or the Trustee shall be affected by notice to the
contrary.

SECTION 309.      Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Operating Partnership may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Operating Partnership may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Operating Partnership has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by an Operating Partnership Order; provided, however, that the Trustee
shall not be required to destroy such cancelled Securities.

SECTION 310.      Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311.      CUSIP Numbers.

         The Operating Partnership in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders, provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of redemption and that reliance may be placed only on the other identification
numbers printed on the Securities. Any such redemption shall not be affected by
any defect in or omission of such numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Operating Partnership Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of any Security expressly provided for herein or in the terms of such
Security), and the Trustee, at the expense of the

                                      -26-

Operating Partnership, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Operating Partnership and
                  thereafter repaid to the Operating Partnership or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at their
                           Stated Maturity within one year, or

                                    (iii) are to be called for redemption within
                           one year under arrangements satisfactory to the
                           Trustee for the giving of notice of redemption by the
                           Trustee in the name, and at the expense, of the
                           Operating Partnership,

                           and the Operating Partnership, in the case of (i),
                           (ii) or (iii) above, has deposited or caused to be
                           deposited with the Trustee as trust funds in trust
                           for the purpose money in an amount sufficient to pay
                           and discharge the entire indebtedness on such
                           Securities not theretofore delivered to the Trustee
                           for cancellation, for principal and any premium and
                           interest to the date of such deposit (in the case of
                           Securities which have become due and payable) or to
                           the Stated Maturity or Redemption Date, as the case
                           may be;

                  (2) the Operating Partnership has paid or caused to be paid
         all other sums payable hereunder by the Operating Partnership; and

                  (3) the Operating Partnership has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the satisfaction
         and discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Operating Partnership to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

                                      -27-

SECTION 402.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Operating Partnership acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee. Money deposited pursuant to this section not in violation of this
Indenture shall not be subject to claims of the holders of Senior Debt under
Article Fourteen.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Fourteen or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium,
         if any, on any Security of that series at its Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Operating Partnership in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Operating Partnership by the
         Trustee or to the Operating Partnership and the Trustee by the Holders
         of at least 10% in principal amount of the Outstanding Securities of
         that series a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Operating
         Partnership (including a default with respect to Securities of any
         series other than that series) having an aggregate principal amount
         outstanding of at least $50,000,000, or under any mortgage, indenture
         or instrument (including this Indenture) under which there may be
         issued or by which there may be secured or evidenced any indebtedness
         for money borrowed by the Operating Partnership having an aggregate
         principal amount outstanding of at least $50,000,000,

                                      -28-

         whether such indebtedness now exists or shall hereafter be created,
         which default (A) shall constitute a failure to pay any portion of the
         principal of such indebtedness when due and payable after the
         expiration of any applicable grace period with respect thereto or (B)
         shall have resulted in such indebtedness becoming or being declared due
         and payable prior to the date on which it would otherwise have become
         due and payable, without, in the case of Clause (A), such indebtedness
         having been discharged or without, in the case of Clause (B), such
         indebtedness having been discharged or such acceleration having been
         rescinded or annulled, in each such case within a period of 10 days
         after there shall have been given, by registered or certified mail, to
         the Operating Partnership by the Trustee or to the Operating
         Partnership and the Trustee by the Holders of at least 10% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default and requiring the Operating Partnership to
         cause such indebtedness to be discharged or cause such acceleration to
         be rescinded or annulled, as the case may be, and stating that such
         notice is a "Notice of Default" hereunder; provided, however, that,
         subject to the provisions of Sections 601 and 602, the Trustee shall
         not be deemed to have knowledge of such default unless either (A) a
         Responsible Officer of the Trustee shall have knowledge of such default
         or (B) the Trustee shall have received written notice thereof from the
         Operating Partnership, from any Holder, from the holder of any such
         indebtedness or from the trustee under any such mortgage, indenture or
         other instrument; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Operating
         Partnership in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Operating
         Partnership a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Operating Partnership under any applicable
         Federal or State law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official of the
         Operating Partnership or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 60 consecutive
         days; or

                  (7) the commencement by the Operating Partnership of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by it to the entry of a decree or order for relief in
         respect of the Operating Partnership in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         it to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Operating Partnership or
         of any substantial part of its property, or the making by it of an
         assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become due,
         or the taking of corporate action by the Operating Partnership in
         furtherance of any such action; or

                  (8) any other Event of Default provided with respect to
         Securities of that series.

                                      -29-

SECTION 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee, upon
receipt of a request from the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series, shall, or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may,
declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Operating Partnership (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Operating
Partnership and the Trustee, may rescind and annul such declaration and its
consequences if

                  (1) the Operating Partnership has paid or deposited with the
         Trustee a sum sufficient to pay

                           (A) all overdue interest on all Securities of that
                  series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and any interest thereon
                  at the rate or rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                                      -30-

SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Operating Partnership covenants that if

               (1) default is made in the payment of any interest on any
          Security when such interest becomes due and payable and such default
          continues for a period of 30 days, or

               (2) default is made in the payment of the principal of (or
          premium, if any, on) any Security at the Maturity thereof,

the Operating Partnership will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 504.    Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Operating
Partnership (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

                                      -31-

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section 607;
and

         SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively.

SECTION 507.      Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to the Trustee against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or

                                      -32-

preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and
                Interest.

         Notwithstanding any other provision in this Indenture, but subject to
Article Fourteen of this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 307) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Operating Partnership, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510.      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511.      Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512.      Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, and

                                      -33-

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

SECTION 513.      Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

                  (1) in the payment of the principal of or any premium or
         interest on any Security of such series, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514.      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act, provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Trustee or the Operating
Partnership.

SECTION 515.      Waiver of Usury, Stay or Extension Laws.

         The Operating Partnership covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Operating
Partnership (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable

                                      -34-

grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602.      Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (1) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (2) any request or direction of the Operating Partnership
         mentioned herein shall be sufficiently evidenced by an Operating
         Partnership Request or Operating Partnership Order, and any resolution
         of the Board of Trustees shall be sufficiently evidenced by a Board
         Resolution;

                  (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (4) the Trustee may consult with counsel of its selection and
         the advice of such counsel (to be confirmed in writing) or any Opinion
         of Counsel shall be full and complete authorization and protection in
         respect of any action taken, suffered or omitted by it hereunder in
         good faith and in reliance thereon;

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity reasonably satisfactory to the Trustee against the costs,
         expenses and liabilities which might be incurred by it in compliance
         with such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further

                                      -35-

         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Operating Partnership, personally or by agent or
         attorney;

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (8) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (9) the Trustee shall not be deemed to have notice of any
         default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (10) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder; and

                  (11) The Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

SECTION 604.      Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Operating Partnership, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Operating Partnership of
Securities or the proceeds thereof.

SECTION 605.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Operating Partnership, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the Operating Partnership with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

                                      -36-

SECTION 606.      Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Operating Partnership.

SECTION 607.      Compensation and Reimbursement.

         The Operating Partnership agrees

                  (1) to pay to the Trustee from time to time such compensation
         as the Operating Partnership and the Trustee shall from time to time
         agree in writing for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee and any predecessor Trustee for,
         and to hold it harmless against, any and all loss, liability or expense
         including taxes (other than taxes imposed on the income of the Trustee)
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

         The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607 except with respect to funds
held in trust for the benefit of the Holders of particular Securities. When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(6) or Section 501(7), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

SECTION 608.      Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

                                      -37-

SECTION 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610.      Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Operating
Partnership.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Operating Partnership.

         If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Operating Partnership or by any Holder
         who has been a bona fide Holder of a Security for at least six months,
         or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the
         Operating Partnership or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (A) the Operating Partnership by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section
514, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

         If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation or removal, the Trustee resigning or
being removed may petition, at the expense of the Operating

                                      -38-

Partnership, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Operating Partnership, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Operating Partnership and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Operating Partnership. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Operating
Partnership or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         The Operating Partnership shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

SECTION 611.      Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Operating Partnership and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Operating Partnership or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Operating
Partnership, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities,

                                      -39-

shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Operating Partnership or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

         Upon request of any such successor Trustee, the Operating Partnership
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612.      Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613.      Preferential Collection of Claims Against Operating
                  Partnership.

         If and when the Trustee shall be or become a creditor of the Operating
Partnership (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Operating Partnership (or any such other obligor).

SECTION 614.      Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer, or

                                      -40-

partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Operating Partnership and
shall at all times be a corporation organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Operating Partnership. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Operating Partnership. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Operating Partnership and
shall give notice of such appointment in the manner provided in Section 106 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

         The Operating Partnership agrees to pay to each Authenticating Agent
from time to time such compensation for its services under this Section as the
Operating Partnership and the Authenticating Agent shall from time to time agree
in writing.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

                                      -41-

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                      THE BANK OF NEW YORK,
                                      As Trustee

                                      By                                       ,
                                         ---------------------------------------
                                         As Authenticating Agent

                                      By
                                         ---------------------------------------
                                         Authorized Signatory

                                 ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

Section 701.      Operating Partnership to Furnish Trustee Names and Addresses
                  of Holders.

         The Operating Partnership will furnish or cause to be furnished to the
Trustee

                  (1) semi-annually, not later than March 15 and September 15 in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of Securities of each series
         as of the preceding March 1 or September 1, as the case may be, and

                  (2) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Operating Partnership of any
         such request, a list of similar form and content as of a date not more
         than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.      Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Operating Partnership and the Trustee that none of the Operating
Partnership, Vornado Realty Trust or the

                                      -42-

Trustee or any agent of any of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703.      Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted within 60 days after the first date of issuance of
Securities and on each anniversary of such date.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Operating Partnership.
The Operating Partnership will promptly notify the Trustee when any Securities
are listed on any stock exchange.

SECTION 704.      Reports by Operating Partnership.

         The Operating Partnership shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Operating
Partnership's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.      Operating Partnership May Consolidate, Etc., Only on Certain
                  Terms.

         The Operating Partnership shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Operating Partnership shall
not permit any Person to consolidate with or merge into the Operating
Partnership or convey, transfer or lease its properties and assets substantially
as an entirety to the Operating Partnership, unless:

                  (1) in case the Operating Partnership shall consolidate with
         or merge into another Person or convey, transfer or lease its
         properties and assets substantially as an entirety to any Person, the
         Person formed by such consolidation or into which the Operating
         Partnership is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Operating
         Partnership substantially as an entirety shall be a corporation,
         partnership or trust, shall be organized and validly existing under the
         laws of the United States of America, any State thereof or the District
         of Columbia and shall expressly assume, by an indenture supplemental
         hereto, executed and

                                      -43-

         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of and any premium and interest
         on all the Securities and the performance or observance of every
         covenant of this Indenture on the part of the Operating Partnership to
         be performed or observed;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Operating
         Partnership or any Subsidiary as a result of such transaction as having
         been incurred by the Operating Partnership or such Subsidiary at the
         time of such transaction, no Event of Default, and no event which,
         after notice or lapse of time or both, would become an Event of
         Default, shall have happened and be continuing;

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the
         Operating Partnership would become subject to a mortgage, pledge, lien,
         security interest or other encumbrance which would not be permitted by
         this Indenture, the Operating Partnership or such successor Person, as
         the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratably with (or prior
         to) all indebtedness secured thereby; and

                  (4) the Operating Partnership has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 802.      Successor Substituted.

         Upon any consolidation of the Operating Partnership with, or merger of
the Operating Partnership into, any other Person or any conveyance, transfer or
lease of the properties and assets of the Operating Partnership substantially as
an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Operating Partnership is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Operating Partnership under this
Indenture with the same effect as if such successor Person had been named as the
Operating Partnership herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Operating Partnership, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                                      -44-

                  (1) to evidence the succession of another Person to the
         Operating Partnership and the assumption by any such successor of the
         covenants of the Operating Partnership herein and in the Securities; or

                  (2) to add to the covenants of the Operating Partnership for
         the benefit of the Holders of all or any series of Securities (and if
         such covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Operating Partnership; or

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (A) shall neither (i)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (ii) modify the rights of the Holder of any such Security
         with respect to such provision or (B) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities pursuant to the provisions of
         Section 801(3) or otherwise; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect.

SECTION 902.      Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Operating
Partnership and the Trustee, the Operating Partnership, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures

                                      -45-

supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

                  (1) change the Stated Maturity of the principal of, or any
         instalment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 1008, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8).

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         The Operating Partnership may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.

                                      -46-

SECTION 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.      Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905.      Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.      Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Operating
Partnership shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Operating Partnership, to any
such supplemental indenture may be prepared and executed by the Operating
Partnership and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.

         The Operating Partnership covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 1002.     Maintenance of Office or Agency.

         The Operating Partnership will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Operating Partnership in respect of the Securities of
that series and this Indenture may be served. The Operating Partnership will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Operating Partnership
shall fail to maintain any such required office

                                      -47-

or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Operating Partnership hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Operating Partnership may also from time to time designate one or
more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Operating Partnership of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Operating Partnership will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global
Security may be presented or surrendered for payment or for registration of
transfer or exchange, or where Successor Securities may be delivered in exchange
therefore, provided, however, that any such payment, presentation, surrender or
delivery effected pursuant to the Applicable Procedures of the Depositary for
such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.

SECTION 1003.     Money for Securities Payments to Be Held in Trust.

         If the Operating Partnership shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Operating Partnership shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit (or, if
the Operating Partnership has deposited any trust funds with a trustee pursuant
to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Operating
Partnership will promptly notify the Trustee of its action or failure so to act.

         The Operating Partnership will cause each Paying Agent for any series
of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Operating Partnership (or any other
obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

         The Operating Partnership may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Operating Partnership Order

                                      -48-

direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Operating Partnership or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Operating
Partnership or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Operating Partnership, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and
payable shall be paid to the Operating Partnership on Operating Partnership
Request, or (if then held by the Operating Partnership) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Operating Partnership for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Operating Partnership as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Operating Partnership cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Operating Partnership.

SECTION 1004.     Statement by Officers as to Default.

         The Operating Partnership will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Operating Partnership ending after the
date hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Operating Partnership is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Operating Partnership shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.

SECTION 1005.     Existence.

         Subject to Article Eight, the Operating Partnership will do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Operating Partnership shall not be required to preserve any such right
or franchise if the Board of Trustees shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Operating
Partnership and that the loss thereof is not disadvantageous in any material
respect to the Holders of Outstanding Securities.

SECTION 1006.     Maintenance of Properties.

         The Operating Partnership will cause all properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Operating Partnership may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Operating
Partnership from discontinuing

                                      -49-

the operation or maintenance of any of such properties if such discontinuance
is, in the judgment of the Operating Partnership, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders of Outstanding Securities.

SECTION 1007.     Payment of Taxes and Other Claims.

         The Operating Partnership will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Operating Partnership or any
Subsidiary or upon the income, profits or property of the Operating Partnership
or any Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Operating
Partnership or any Subsidiary; provided, however, that the Operating Partnership
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 1008.     Insurance.

         The Operating Partnership will cause each of its properties and each of
the properties of its Subsidiaries which are of an insurable nature to be
insured against loss of damage with insurers of recognized responsibility, in
commercially reasonable amounts and types.

SECTION 1009.     Provision of Financial Information.

         Whether or not the Operating Partnership is subject to Section 13 or
Section 15(d) of the Exchange Act, the Operating Partnership will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents that the Operating Partnership would have
been required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act (the "Financial Statements") if the Operating
Partnership were so subject, such documents to be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Operating Partnership would have been required so to file such documents if the
Operating Partnership were so subject.

         The Operating Partnership will also in any event (x) within 15 days of
each Required Filing Date (i) transmit by mail to all Holders, as their names
and addresses appear in the Security Register, without cost to such Holders,
copies of the annual reports and quarterly reports that the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act if the Operating Partnership
were subject to such Sections, and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents that the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act if the Operating Partnership
were subject to such Sections and (y) if filing such documents by the Operating
Partnership with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective Holder.

SECTION 1010.     Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of a specific series, the Operating Partnership may, with respect to
the Securities of any series, omit in any

                                      -50-

particular instance to comply with any term, provision or condition set forth in
any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for the
benefit of the Holders of such series, in Article Eight, or in any of Sections
1005 through 1009, inclusive, if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Operating Partnership and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.

SECTION 1011.     Calculation of Original Issue Discount.

         The Operating Partnership shall file with the Trustee promptly at the
end of each calendar year a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year, but only if as of the end of
such year Securities issued at an original issue discount are then Outstanding.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

SECTION 1102.     Election to Redeem; Notice to Trustee.

         The election of the Operating Partnership to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at
the election of the Operating Partnership of less than all the Securities of any
series (including any such redemption affecting only a single Security), the
Operating Partnership shall, at least 60 days prior to the Redemption Date fixed
by the Operating Partnership (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the
tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Operating Partnership shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103.     Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any

                                      -51-

Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Operating Partnership in writing
of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104.     Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register, with a copy to the Trustee and any Paying Agent.

All notices of redemption shall identify the Securities to be redeemed,
including CUSIP number, if any, and shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         consisting of more than a single Security are to be redeemed, the
         identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

                                      -52-

         Notice of redemption of Securities to be redeemed at the election of
the Operating Partnership shall be given by the Operating Partnership or, at the
Operating Partnership's request made to the Trustee at least 35 days prior to
the Redemption Date, by the Trustee in the name and at the expense of the
Operating Partnership and shall be irrevocable.

SECTION 1105.     Deposit of Redemption Price.

         Prior to any Redemption Date, the Operating Partnership shall deposit
with the Trustee or with a Paying Agent (or, if the Operating Partnership is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date or the
Securities of the series provide otherwise) accrued interest on, all the
Securities which are to be redeemed on that date.

SECTION 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Operating Partnership shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Operating Partnership at the Redemption Price,
together, if applicable, with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107.     Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Operating Partnership or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Operating Partnership and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the
Operating Partnership shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                      -53-

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities.

         The Operating Partnership (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Operating Partnership pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to
be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203.     Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Operating Partnership will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 nor more than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Operating Partnership in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                      -54-

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Operating Partnership's Option to Effect Defeasance or Covenant
              Defeasance.

         If applicable to a particular series of Securities, the Operating
Partnership may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any such series of Securities or any Securities of such
series, as the case may be, designated pursuant to Section 301 as being
defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.

SECTION 1302.     Defeasance and Discharge.

         Upon the Operating Partnership's exercise of its option (if any) to
have this Section applied to any applicable series of Securities or any
Securities of such series, as the case may be, the Operating Partnership shall
be deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Operating Partnership shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Operating Partnership, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Operating Partnership's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Operating Partnership may exercise its option
(if any) to have this Section applied to any applicable Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

SECTION 1303.     Covenant Defeasance.

         Upon the Operating Partnership's exercise of its option (if any) to
have this Section applied to any applicable series of Securities or any
Securities of such series, as the case may be, (1) the Operating Partnership
shall be released from its obligations under Section 801(3), Sections 1005
through 1009, inclusive, and any covenants provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the
occurrence of any event specified in Sections 501(4) (with respect to any of
Section 801(3), Sections 1005 through 1009, inclusive, and any such covenants
provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall
be deemed not to be or result in an Event of Default, in each case with respect
to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Operating Partnership may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or

                                      -55-

by reason of any reference in any such Section to any other provision herein or
in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 1304.     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any applicable series of Securities or any Securities of
such series, as the case may be:

                  (1) The Operating Partnership shall irrevocably have deposited
         or caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefits of the Holders of such Securities, (A) money in an amount, or
         (B) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, provided that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                  (2) In the event of an election to have Section 1302 apply to
         any applicable series of Securities or any Securities of such series,
         as the case may be, the Operating Partnership shall have delivered to
         the Trustee an Opinion of Counsel stating that (A) the Operating
         Partnership has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date of this
         instrument, there has been a change in the applicable Federal income
         tax law, in either case (A) or (B) to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such Securities
         will not recognize gain or loss for Federal income tax purposes as a
         result of the deposit, Defeasance and discharge to be effected with
         respect to such Securities and will be subject to Federal income tax on
         the same amount, in the same manner and at the same times as would be
         the case if such deposit, Defeasance and discharge were not to occur.

                                      -56-

                  (3) In the event of an election to have Section 1303 apply to
         any applicable series of Securities or any Securities of such series,
         as the case may be, the Operating Partnership shall have delivered to
         the Trustee an Opinion of Counsel to the effect that the Holders of
         such Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were not
         to occur.

                  (4) The Operating Partnership shall have delivered to the
         Trustee an Officers' Certificate to the effect that neither such
         Securities nor any other Securities of the same series, if then listed
         on any securities exchange, will be delisted as a result of such
         deposit.

                  (5) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Securities
         or any other Securities shall have occurred and be continuing at the
         time of such deposit or, with regard to any such event specified in
         Sections 501(6) and (7), at any time on or prior to the 90th day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until after such 90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Operating Partnership is a party
         or by which it is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (9) The Operating Partnership shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that all conditions precedent with respect to such Defeasance
         or Covenant Defeasance have been complied with.

SECTION 1305.     Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Operating Partnership
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

                                      -57-

         The Operating Partnership shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Operating Partnership from time to time upon
Operating Partnership Request any money or U.S. Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

SECTION 1306.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Operating Partnership has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; provided, however, that if
the Operating Partnership makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Operating Partnership shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1401.     Securities Subordinate to Senior Debt.

         The Operating Partnership covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities and the payment of the principal of (and premium,
if any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt.

SECTION 1402.     Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Operating Partnership or to
its creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding up of the Operating Partnership, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshalling of assets and liabilities of
the Operating Partnership, then and in any such event the holders of Senior Debt
shall be entitled to receive payment in full of all amounts due or to become due
on or in respect of all Senior Debt, or provision shall be made for

                                      -58-

such payment in cash, before the Holders of the Securities are entitled to
receive any payment on account of principal of (or premium, if any) or interest
on the Securities, and to that end the holders of Senior Debt shall be entitled
to receive, for application to the payment thereof, any payment or distribution
of any kind or character, whether in cash, property or securities, including any
such payment or distribution which may be payable or deliverable by reason of
the payment of any other indebtedness of the Operating Partnership being
subordinated to the payment of the Securities, which may be payable or
deliverable in respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up event.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Operating Partnership of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Operating Partnership being subordinated to the
payment of the Securities, before all Senior Debt is paid in full or payment
thereof provided for, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Operating Partnership for application to the
payment of all Senior Debt remaining unpaid, to the extent necessary to pay all
Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt. Any taxes that have been
withheld or deducted from any payment or distribution in respect of the
Securities, or any taxes that ought to have been withheld or deducted from any
such payment or distribution that have been remitted to the relevant taxing
authority, shall not be considered to an amount that the Trustee or the Holder
of any Security receives for purposes of this Section.

         For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Operating
Partnership as reorganized or readjusted, or securities of the Operating
Partnership or any other corporation provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all Senior Debt which
may at the time be outstanding to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article. The consolidation of the Operating Partnership with, or the merger of
the Operating Partnership into, another Person or the liquidation or dissolution
of the Operating Partnership following the conveyance or transfer of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Operating
Partnership for the purposes of this Section if the Person formed by such
consolidation or into which the Operating Partnership is merged or the Person
which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

SECTION 1403.     Prior Payment to Senior Debt Upon Acceleration of Securities.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of Senior Debt shall
be entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Debt or provision shall be made for such payment in
cash, before the Holders of the Securities are entitled to receive any payment
(including any payment which may be payable by reason of the payment of any
other

                                      -59-

indebtedness of the Operating Partnership being subordinated to the payment of
the Securities) by the Operating Partnership on account of the principal of (or
premium, if any) or interest on the Securities or on account of the purchase or
other acquisition of Securities; provided, however, that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with
Article Twelve by delivering and crediting pursuant to Section 1202 Securities
which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration.

         In the event that, notwithstanding the foregoing, the Operating
Partnership shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Operating Partnership.

         The provisions of this Section shall not apply to any payment with
respect to which Section 1402 would be applicable.

SECTION 1404.     No Payment When Senior Debt in Default.

                  (a) In the event and during the continuation of any default in
         the payment of principal of (or premium, if any) or interest on any
         Senior Debt beyond any applicable grace period with respect thereto, or
         in the event that any event of default with respect to any Senior Debt
         shall have occurred and be continuing permitting the holders of such
         Senior Debt (or a trustee on behalf of the holders thereof) to declare
         such Senior Debt due and payable prior to the date on which it would
         otherwise have become due and payable, unless and until such event of
         default shall have been cured or waived or shall have ceased to exist
         and such acceleration shall have been rescinded or annulled, or (b) in
         the event any judicial proceeding shall be pending with respect to any
         such default in payment or event of default, then no payment (including
         any payment which may be payable by reason of the payment of any other
         indebtedness of the Operating Partnership being subordinated to the
         payment of the Securities) shall be made by the Operating Partnership
         on account of principal of (or premium, if any) or interest on the
         Securities or on account of the purchase or other acquisition of
         Securities; provided, however, that nothing in this Section shall
         prevent the satisfaction of any sinking fund payment in accordance with
         Article Twelve by delivering and crediting pursuant to Section 1202
         Securities which have been acquired (upon redemption or otherwise)
         prior to such default in Payment or event of default.

         In the event that, notwithstanding the foregoing, the Operating
Partnership shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Operating Partnership.

         The provisions of this Section shall not apply to any payment with
respect to which Section 1402 would be applicable.

SECTION 1405.     Payment Permitted in Certain Situations.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Operating Partnership, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or

                                      -60-

other marshalling of assets and liabilities of the Operating Partnership
referred to in Section 1402 or under the conditions described in Section 1403 or
1404, from making payments at any time of principal of (and premium, if any) or
interest on the Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest on the Securities or the retention of such
payment by the holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.

SECTION 1406.     Subrogation to Rights of Holders of Senior Debt.

         Subject to the payment in full of all Senior Debt or the provision for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, the Holders of the Securities shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article (equally and ratably with
the holders of indebtedness of the Operating Partnership which by its express
terms is subordinated to indebtedness of the Operating Partnership to
substantially the same extent as the Securities are subordinated to the Senior
Debt and is entitled to like rights of subrogation) to the rights of the holders
of such Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of (and premium, if
any) and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Operating Partnership, its creditors other than holders of Senior Debt and the
Holders of the Securities, be deemed to be a payment or distribution by the
Operating Partnership to or on account of the Senior Debt.

SECTION 1407.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as among the Operating Partnership, its creditors other
than holders of Senior Debt and the Holders of the Securities, the obligation of
the Operating Partnership, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Debt, is
intended to rank equally with all other general obligations of the Operating
Partnership), to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Operating Partnership of the Holders of the
Securities and creditors of the Operating Partnership other than the holders of
Senior Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

SECTION 1408.     Trustee to Effectuate Subordination.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

                                      -61-

SECTION 1409.     No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Operating Partnership
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Operating Partnership with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder
may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Operating Partnership and any other Person.

SECTION 1410.     Notice to Trustee.

         The Operating Partnership shall give prompt written notice to the
Trustee of any fact known to the Operating Partnership which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Operating Partnership or a holder of Senior Debt
or from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 601, shall be entitled
in all respects to assume that no such facts exist.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt (or a trustee therefor) to establish that
such notice has been given by a holder of Senior Debt (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 1411.     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

         Upon any payment or distribution of assets of the Operating Partnership
referred to in this Article, the Trustee, subject to the provisions of Section
601, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in

                                      -62-

which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Debt and other
indebtedness of the Operating Partnership, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

SECTION 1412.     Trustee Not Fiduciary for Holders of Senior Debt.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders or creditors
if it shall in good faith pay over or distribute to Holders of Securities or to
the Operating Partnership or to any other Person cash, property or securities to
which any holders of Senior Debt shall be entitled by virtue of this Article or
otherwise.

SECTION 1413.     Rights of Trustee as Holder of Senior Debt; Preservation of
                  Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

SECTION 1414.     Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Operating Partnership and be then acting hereunder, the
term "Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1413 shall not apply to the Operating Partnership or any
Affiliate of the Operating Partnership if it or such Affiliate acts as Paying
Agent.

                                      -63-

         This instrument may be executed in any number of counterparts, each of
which soe executed shall be deemed an original, but all such counterparts shall
together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective seals to be hereunto affixed and attested,
all as of the day and year first above written.

                                              VORNADO REALTY L.P.

                                              By: VORNADO REALTY TRUST,
                                              its general partner

                                              By................................

Attest:

............................................

                                              THE BANK OF NEW YORK
                                              Trustee:

                                              By................................

Attest:

............................................

STATE OF NEW YORK                )
                                 ) ss.:
COUNTY OF NEW YORK               )

         On the ..... day of ....................., before me personally came
......................, to me known, who, being by me duly sworn, did depose and
say that he is .................... of. Vornado Realty Trust, a Maryland real
estate investment trust described in and which executed the foregoing
instrument; that he knows the seal of said trust; that the seal affixed to said
instrument is such seal; that it was so affixed by authority of the Board of
Trustees of said trust; and that he signed his name thereto by like authority.

                                          ......................................

STATE OF NEW YORK                )
                                 ) ss.:
COUNTY OF NEW YORK               )

         On the .......... day of ....................., before me personally
came ................., to me known, who, being by me duly sworn, did depose and
say that he is .................... of .........................., a corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                          ......................................

                                                                     EXHIBIT 5.1

                 [LETTERHEAD OF VENABLE, BAETJER AND HOWARD, LLP]

                                                     August 21, 2003

Vornado Realty Trust
888 Seventh Avenue
New York, New York  10019

                  Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

                  We have served as Maryland counsel to Vornado Realty Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of the following
securities of the Company having an aggregate initial offering price of up to
$862,990,505 (collectively, the "Securities"): (a) common shares of beneficial
interest, par value $.04 per share (the "Common Shares"); (b) preferred shares
of beneficial interest, no par value per share (the "Preferred Shares"); and (c)
depositary shares (the "Depositary Shares"), representing Preferred Shares,
covered by the above-referenced Registration Statement (the "Registration
Statement"), substantially in the form to be filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "1933 Act"), on or about August 21, 2003.

                  In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement and the related form of prospectus
included therein;

         2. The Amended and Restated Declaration of Trust of the Company, as
amended and supplemented (the "Declaration of Trust"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");

         3. The Bylaws of the Company, certified as of a recent date by an
officer of the Company;

         4. Resolutions adopted by the Board of Trustees of the Company (the
"Board") relating to the issuance and registration of the Securities, certified
as of a recent date by an officer of the Company (the "Resolutions");

Vornado Realty Trust
August 21, 2003
Page 2

         5. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

         6. A certificate executed by an officer of the Company, dated the date
hereof; and

         7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.

                  In expressing the opinion set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.

         2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.

         3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.

         4. All Documents submitted to us as originals are authentic. The form
and content of all Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements
and information contained in the Documents are true and complete. There has been
no oral or written modification of or amendment to any of the Documents, and
there has been no waiver of any of the provisions of any of the Documents, by
action or omission of the parties or otherwise.

         5. None of the Securities will be issued or transferred in violation of
any restriction or limitation contained in the Declaration of Trust.

         6. In accordance with the Resolutions, the issuance of, and certain
terms of, the Securities to be issued by the Company from time to time will be
approved by the Board, or a duly authorized committee thereof, in accordance
with the Maryland REIT Law (with such approval referred to herein as the "Trust
Proceedings").

Vornado Realty Trust
August 21, 2003
Page 3

                  Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:

                  1. The Company is a real estate investment trust duly formed
and existing under and by virtue of the laws of the State of Maryland and is in
good standing with the SDAT.

                  2. The Common Shares have been duly authorized for issuance
and, when and if issued and delivered in the manner described in the
Registration Statement and/or applicable prospectus supplement, the Resolutions
and the Trust Proceedings, will be (assuming that upon such issuance the total
number of Common Shares issued and outstanding will not exceed the total number
of Common Shares authorized to be issued under the Declaration of Trust) validly
issued, fully paid and nonassessable.

                  3. The Preferred Shares have been duly authorized for issuance
and, when and if issued and delivered in the manner described in the
Registration Statement and/or applicable prospectus supplement, the Resolutions
and the Trust Proceedings, will be (assuming that upon such issuance the total
number of Preferred Shares issued and outstanding will not exceed the total
number of Preferred Shares authorized to be issued under the Declaration of
Trust) validly issued, fully paid and nonassessable.

                  4. Upon the completion of all Trust Proceedings relating to
the Securities that are Depositary Shares, the issuance of the Depositary Shares
will be duly authorized by all necessary trust action and upon completion of all
Trust Proceedings relating to the Securities that are Preferred Shares to be
represented by Depositary Shares (the "Represented Preferred Shares"), the
Represented Preferred Shares will be duly authorized, and if delivered to the
depositary by the Company against payment therefor in accordance with the
applicable deposit agreement in the manner contemplated by the Registration
Statement and/or the applicable prospectus supplement, the Resolutions and the
Trust Proceedings, will be (assuming that upon such issuance the total number of
Preferred Shares issued and outstanding will not exceed the total number of
Preferred Shares authorized to be issued under the Declaration of Trust),
validly issued, fully paid and nonassessable.

                  The foregoing opinion is limited to the substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of, or
compliance with any federal or state securities laws, any federal or state laws
regarding fraudulent transfers or any real estate syndication laws of the State
of Maryland. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parole evidence to modify the
terms or the interpretation of agreements. We assume no obligation to supplement
this opinion if any applicable law changes after the date hereof or if we become
aware of any fact that might change the opinion expressed herein after the date
hereof.

Vornado Realty Trust
August 21, 2003
Page 4

                  This opinion is being furnished to you solely for submission
to the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity (other than Sullivan & Cromwell, LLP, counsel to the Company)
without, in each instance, our prior written consent.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.

                                            Very truly yours,

                                            /s/ Venable, Baetjer and Howard, LLP

                                                                     EXHIBIT 5.2

                    [LETTERHEAD OF SULLIVAN & CROMWELL LLP]

                                                                 August 21, 2003

Vornado Realty Trust,
Vornado Realty L.P.,
      c/o Vornado Realty Trust,
           888 Seventh Avenue,
                New York, New York 10019.

Ladies and Gentlemen:

                  In connection with the registration under the Securities Act
of 1933 (the "Act") of (i) $2,000,000,000 aggregate amount of debt securities
(the "Debt Securities") of Vornado Realty L.P., a Delaware limited partnership
(the "Operating Partnership"), (ii) $862,990,505 aggregate amount of preferred
shares of beneficial interest, no par value per share (the "Preferred Shares"),
of Vornado Realty Trust, a Maryland real estate investment trust (the "Trust"),
which may be issued in the form of depositary shares (the "Depositary Shares")
evidenced by depositary receipts issued against deposit of Preferred Shares
pursuant to a deposit agreement (the "Deposit Agreement"), to be entered into
between the Trust and a bank or trust company selected by the Trust (the
"Depositary"), and common shares of beneficial interest, par value $0.04 per
share (the "Common Shares"), of the Trust, (iii) such indeterminate number of
Common Shares, Preferred Shares or Depositary Shares as may be issuable in
exchange for Debt Securities and (iv) such indeterminate number of Common Shares
as may be issuable upon conversion of the Preferred Shares (the Debt Securities,
Preferred Shares and Common Shares being herein collectively referred to as the
"Securities"), we, as your counsel, have examined such trust and partnership
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.

                  Upon the basis of such examination, we advise you that, in our
opinion:

                  (1) when the registration statement relating to the Securities
         (the "Registration Statement") has become effective under the Act, the
         applicable Indenture relating to the Debt Securities has been duly
         authorized, executed and delivered, the terms of the Debt Securities
         and of their issuance and sale have

Vornado Realty Trust                                                         -2-
Vornado Realty L.P.

         been duly established in conformity with the applicable Indenture so as
         not to violate any applicable law or result in a default under or
         breach of any agreement or instrument binding upon the Operating
         Partnership and so as to comply with any requirement or restriction
         imposed by any court or governmental body having jurisdiction over the
         Operating Partnership, the Debt Securities have been duly executed and
         authenticated in accordance with the applicable Indenture, the Debt
         Securities have been issued and sold as contemplated in the
         Registration Statement, the Debt Securities will constitute valid and
         legally binding obligations of the Operating Partnership, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles and the Common
         Shares, when duly issued in exchange for any Debt Securities that are
         exchangeable for Common Shares, will be validly issued, fully paid and
         nonassessable; and

                  (2) when the Registration Statement has become effective under
         the Act, the terms of the Deposit Agreement under which the Depositary
         Shares are to be issued have been duly established and the Deposit
         Agreement relating to the Depositary Shares has been duly authorized,
         executed and delivered, the terms of the Depositary Shares and of their
         issuance and sale have been duly established in conformity with the
         Deposit Agreement, the Preferred Shares that are represented by the
         Depositary Shares have been duly authorized, validly issued and
         delivered to the Depositary, the Depositary Receipts evidencing the
         Depositary Shares have been duly executed, countersigned and issued
         against deposit of the Preferred Shares in accordance with the Deposit
         Agreement and the Depositary Shares have been issued and sold as
         contemplated by the Registration Statement and if all of the foregoing
         actions are taken so as not to violate any applicable law or result in
         a default under or breach of any agreement or instrument binding upon
         the Trust and so as to comply with any requirement or restriction
         imposed by any court or governmental body having jurisdiction over the
         Trust, the Depositary Receipts evidencing the Depositary Shares will be
         validly issued and the Depositary Receipts will entitle the holders
         thereof to the rights specified in the Depositary Shares and the
         Deposit Agreement, subject to bankruptcy, insolvency, fraudulent
         transfer, reorganization, moratorium and similar laws of general
         applicability relating to or affecting creditors' rights and to general
         equity principles and the Common Shares, when duly issued upon
         conversion of any Preferred Shares convertible into Common Shares, will
         be validly issued, fully paid and nonassessable.

Vornado Realty Trust                                                         -3-
Vornado Realty L.P.

                  We note that, as of the date of this opinion, a judgment for
money in an action based on a debt security denominated in a foreign currency or
currency unit in a Federal or state court in the United States ordinarily would
be enforced in the United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency or currency unit in
which a particular debt security is denominated into United States dollars will
depend upon various factors, including which court renders the judgment. In the
case of a debt security denominated in a foreign currency, a state court in the
State of New York rendering a judgment on such debt security would be required
under Section 27 of the New York Judiciary Law to render such judgment in the
foreign currency in which the debt security is denominated, and such judgment
would be converted into United States dollars at the exchange rate prevailing on
the date of entry of the judgment.

                  The foregoing opinion is limited to the Federal laws of the
United States, the laws of the State of New York and the Maryland General
Corporation Law, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction. With respect to all matters of Maryland law, we have
relied upon the opinion, dated the date hereof, of Venable, Baetjer and Howard,
LLP, and our opinion is subject to the same assumptions, qualifications and
limitations with respect to such matters as are contained in the opinion of
Venable, Baetjer and Howard, LLP.

                  Also, we have relied as to certain matters on information
obtained from public officials, officers of the Trust and of the Operating
Partnership and other sources believed by us to be responsible. We have assumed
that all governing documents under which the Securities are to be issued will
have been duly authorized, executed and delivered by all parties thereto other
than the Trust and the Operating Partnership.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the heading
"Validity of the Securities" in the Prospectus. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.

                                                     Very truly yours,

                                                     /s/ Sullivan & Cromwell LLP

                                                                     EXHIBIT 8.1

                    [LETTERHEAD OF SULLIVAN & CROMWELL LLP]

                                                                 August 21, 2003

Vornado Realty Trust,
      888 Seventh Avenue,
           New York, New York 10019.

Vornado Realty L.P.
      888 Seventh Avenue,
           New York, New York 10019.

Dear Sirs:

                  We have acted as your counsel in connection with the
registration of up to $862,990,505 of common shares, par value $.04 per share,
preferred shares, no par value per share and depositary shares representing
preferred shares, in each case, of Vornado Realty Trust ("Vornado") and up to
$2,000,000,000 of debt securities of Vornado Realty L.P. on the Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the
"Registration Statement").

                  In rendering this opinion, we have reviewed such documents as
we have considered necessary or appropriate. In addition, in rendering this
opinion, we have relied (i) as to certain factual matters upon the statements
and representations contained in the certificates provided to us by Vornado, Two
Penn Plaza REIT, Inc. ("Two Penn") and AmeriCold Corporation ("AmeriCold"), each
dated August 21, 2003 (the "Vornado Certificates"), (ii) without independent
investigation, as to certain factual matters upon the statements and
representations contained in the certificate provided to us by Alexander's, Inc.
("Alexander's") dated August 21, 2003 (together with the Vornado Certificates,
the "Certificates") and (iii) without independent investigation, upon the
opinion of Shearman & Sterling LLP, dated August 21, 2003, concerning the
qualification of Alexander's as a real estate investment trust (a "REIT") for
federal income tax purposes for each taxable year commencing with its taxable
year ending December 31, 1995 (the "Shearman & Sterling Opinion"). We understand
that, in providing its Certificates, Vornado is relying upon certificates, dated
August 21, 2003, provided to it by David R. Greenbaum.

Vornado Realty Trust                                                         -2-
Vornado Realty L.P.

                  In rendering this opinion we have also assumed, with your
approval, that (i) the statements and representations made in the Certificates
are true and correct, (ii) the Certificates have been executed by appropriate
and authorized officers of Vornado, Two Penn, AmeriCold and Alexander's and
(iii) the assumptions and conditions underlying the Shearman & Sterling Opinion
are true and correct.

                  Based on the foregoing and in reliance thereon and subject
thereto and on an analysis of the Code, Treasury Regulations thereunder,
judicial authority and current administrative rulings and such other laws and
facts as we have deemed relevant and necessary, we hereby confirm our opinion
that commencing with its taxable year ending December 31, 1993, Vornado has been
organized in conformity with the requirements for qualification as a REIT under
the Code, and its proposed method of operation will enable it to satisfy the
requirements for qualification and taxation as a REIT. This opinion represents
our legal judgment, but it has no binding effect or official status of any kind,
and no assurance can be given that contrary positions may not be taken by the
Internal Revenue Service or a court.

                  Vornado's qualification as a REIT will depend upon the
continuing satisfaction by Vornado and, given Vornado's current ownership
interests in Alexander's, AmeriCold and Two Penn, by each of Alexander's,
AmeriCold and Two Penn, of the requirements of the Code relating to
qualification for REIT status, which requirements include those that are
dependent upon actual operating results, distribution levels, diversity of stock
ownership, asset composition, source of income and record keeping. We do not
undertake to monitor whether any of Vornado, Alexander's, AmeriCold or Two Penn
actually has satisfied or will satisfy the various REIT qualification tests.

                  We hereby consent to the filing with the Securities and
Exchange Commission of this letter as an exhibit to the Registration Statement
and the reference to us in the Registration Statement under the caption "Federal
Income Tax Considerations". In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act.

                                                  Very truly yours,

                                                  /s/ Sullivan & Cromwell LLP

                                                                     EXHIBIT 8.2

                     [LETTERHEAD OF SHEARMAN & STERLING LLP]

                                 August 21, 2003

Vornado Realty Trust
210 Route 4 East
Paramus, NJ 07652

Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

                            Alexander's REIT Election

Dear Sirs:

            In connection with the registration of shares of common stock and
shares (including depository shares) of preferred stock of Vornado Realty Trust,
and of debt securities of Vornado Realty L.P., on August 21, 2003 on the
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Registration"), you have requested our opinion with regard to the election
by Alexander's, Inc. ("Alexander's") to be treated for Federal income tax
purposes as a real estate investment trust (a "REIT"), within the meaning of
section 856(a) of the Internal Revenue Code of 1986, as amended (the "Code"). We
understand that Alexander's has elected to be treated as a REIT initially for
its taxable year ended December 31, 1995, and intends to continue to be so
treated for subsequent taxable years.

            In rendering this opinion, we have relied as to certain factual
matters upon the statements and representations contained in the certificate
provided to us by Alexander's (the "Alexander's Certificate") dated August 21,
2003. We have assumed that the statements made in the Alexander's Certificate
are true and correct and that the Alexander's Certificate has been executed by
appropriate and authorized officers of Alexander's.

            In rendering this opinion, with your permission we have also made
the following assumptions, which are based on factual representations made by
Alexander's and certified to us:

            (a) Alexander's has made a valid election to be taxed as a REIT for
      its taxable year ended December 31, 1995, which election has not been, and
      will not be, revoked or terminated.

            (b) Since January 1, 1995, the outstanding shares of Alexander's
      have been held by at least 100 or more persons, and such shares will
      continue to be held by 100 or more persons.

  Shearman & Sterling LLP is a limited liability partnership organized in the
  United States under the laws of the State of Delaware, which laws limit the
                        personal liability of partners.

August 21, 2003
Page 2

            (c) Not more than 50 percent in value of the outstanding shares of
      Alexander's have been or will be owned directly or indirectly, actually or
      constructively (within the meaning of section 542(a)(2) of the Code, as
      modified by section 856(h) of the Code), by five or fewer individuals (or
      entities treated as individuals for purposes of section 856(h) of the
      Code) during the second half of every taxable year following the taxable
      year ended December 31, 1995.

            (d) Alexander's and its subsidiaries (the "Company") will not
      receive or accrue (and since January 1, 1995, has not received or accrued)
      any amount that would constitute "rents from real property" (within the
      meaning of section 856(d)(1) of the Code without regard to section
      856(d)(2)(B) of the Code) from (i) any corporation in which it owns (or
      since July 1, 1994, has owned) (a) 10 percent or more of the total
      combined voting power of all shares of stock entitled to vote, (b) 10
      percent or more of the total number of shares of all classes of stock of
      such corporation or (c) 10 percent or more of the total value of shares of
      all classes of stock, or (ii) any unincorporated entity in which it owns
      (or since July 1, 1994, has owned) an interest of 10 percent or more in
      the assets or net profits of such person. For purposes of this assumption,
      ownership is determined in accordance with section 856(d)(5) of the Code.

            (e) Alexander's has requested and maintained, and will continue to
      request and maintain, records concerning ownership of its outstanding
      shares in accordance with section 857(f)(1) of the Code and Treasury
      Regulations promulgated thereunder and predecessor requirements.

            (f) Alexander's has made and will make distributions to its
      stockholders sufficient to meet the distribution requirements of section
      857(a)(1) of the Code for the taxable year for which the REIT election was
      made and every subsequent taxable year.

            (g) For its taxable year ended December 31, 1995, Alexander's had a
      deficit in earnings and profits (as defined in the Code) in excess of its
      accumulated earnings and profits (if any) as of the close of its taxable
      year ended December 31, 1994.

            Based on the foregoing and in reliance thereon and subject thereto
and on an analysis of the Code, Treasury Regulations thereunder, judicial
authority and current administrative rulings and such other laws and facts as we
have deemed relevant and necessary, we are of the opinion that commencing with
its taxable year ended December 31, 1995, Alexander's has been organized and
operated in conformity with the requirements for qualification and taxation as a
REIT under the Code, and its proposed method of operation will enable it to
continue to meet the requirements for qualification and taxation as a REIT under
the Code.

            Qualification of Alexander's as a REIT will depend upon the
satisfaction by the Company through actual operating results, distribution
levels, diversity of stock ownership and otherwise, of the applicable asset
composition, source of income, shareholder diversification, distribution,
recordkeeping and other requirements of the Code necessary for a corporation to

August 21, 2003
Page 3

qualify as a REIT. No assurance can be given that the actual results of the
Company's operations for any one taxable year will satisfy all such
requirements. We do not undertake to monitor whether the Company actually has
satisfied or actually will satisfy the various qualification tests, and we
express no opinion whether the Company actually has satisfied or actually will
satisfy these various qualification tests.

            This opinion is based on current Federal income tax law, and we do
not undertake to advise you as to future changes in Federal income tax law that
may affect this opinion unless we are specifically engaged to do so. This
opinion relates solely to Federal income tax law, and we do not undertake to
render any opinion as to the taxation of the Company under any state or local
corporate franchise or income tax law.

            We hereby consent to the use of our name and the reference to this
opinion letter in the opinion letter given by Sullivan & Cromwell LLP in
connection with the Registration. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

                                               Very truly yours,

                                               /s/ Shearman & Sterling LLP

                                                                               .
                                                                               .
                                                                               .
                                                                      EXHIBIT 12

VORNADO REALTY TRUST
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDEND REQUIREMENTS

                                           Three Months
                                               Ended                                  Year Ended
                                              June 30,   December 31,  December 31,  December 31,  December 31,  December 31,
                                               2003         2002          2001           2000          1999          1998*
                                           ------------  ------------  ------------  ------------  ------------  ------------
                                                                                               
Net income applicable to common
  shareholders                               $  82,331    $ 209,736     $ 227,233      $ 195,301    $ 169,081      $ 131,164
Minority interest not reflected in fixed
  charges below                                 13,419       44,462        19,021         16,668       14,428          3,732
Equity in income from certain partially
  owned entities in excess of
  distributions                                 (3,105)          --       (28,360)       (19,757)     (16,391)          (983)
Fixed Charges                                   89,573      371,210       319,624        312,021      227,459        152,217
                                             ---------    ---------     ---------      ---------    ---------      ---------
                                             $ 182,218    $ 625,408     $ 537,518      $ 504,233    $ 394,577      $ 286,130
                                             =========    =========     =========      =========    =========      =========

FIXED CHARGES:
Interest and debt expense                    $  58,485    $ 239,525     $ 173,076      $ 170,273    $ 141,683      $ 114,686
Capitalized interest                               647        6,677        11,557         12,269        7,012          1,410
Preferred stock dividends                        5,425       23,167        36,505         38,690       33,438         21,690
Preferred unit distributions reflected in
  minority interest                             23,643       96,122        93,342         85,706       40,570         12,452
1/3 of rent expense--interest factor             1,373        5,719         5,144          5,083        4,756          1,979
                                             ---------    ---------     ---------      ---------    ---------      ---------
Total Fixed Charges                          $  89,573    $ 371,210     $ 319,624      $ 312,021    $ 227,459      $ 152,217
                                             =========    =========     =========      =========    =========      =========
Ratio of Earnings to Fixed Charges                2.03         1.68          1.68           1.62         1.73           1.88
                                             =========    =========     =========      =========    =========      =========

*     Restated to reflect equity in income from certain partially owned entities
      in excess of distributions and preferred unit distributions

                                                                    EXHIBIT 15.1

                      [LETTERHEAD OF DELOITTE & TOUCHE LLP]

August 21, 2003

Vornado Realty Trust
New York, New York

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Vornado Realty Trust for the periods ended March 31, 2003 and
2002, and June 30, 2003 and 2002, as indicated in our reports dated May 7, 2003,
and August 7, 2003, respectively; because we did not perform an audit, we
expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2003 and June 30,
2003, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

                                                                    EXHIBIT 15.2

                      [LETTERHEAD OF DELOITTE & TOUCHE LLP]

August 21, 2003

Vornado Realty L.P.
New York, New York

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Vornado Realty L.P. for the periods ended March 31, 2003 and
2002, and June 30, 2003 and 2002, as indicated in our reports dated May 7, 2003,
and August 13, 2003, respectively; because we did not perform an audit, we
expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, and June
30, 2003, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

                                                                    EXHIBIT 23.1

                      [LETTERHEAD OF DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Vornado Realty Trust on Form S-3 of our report dated March 6, 2003, which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the Company's adoption of SFAS No. 142 "Goodwill and Other Intangible Assets"
on January 1, 2002, appearing in the Annual Report on Form 10-K of Vornado
Realty Trust for the year ended December 31, 2002, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 21, 2003

                                                                    EXHIBIT 23.2

                      [LETTERHEAD OF DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Vornado Realty L.P. on Form S-3 of our report dated March 6, 2003, which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the Company's adoption of SFAS No. 142 "Goodwill and Other Intangible Assets"
on January 1, 2002, appearing in the Annual Report on Form 10-K of Vornado
Realty L.P. for the year ended December 31, 2002, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 21, 2003

                                                                    EXHIBIT 25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)

                           ---------------------------

                               VORNADO REALTY L.P.
               (Exact name of obligor as specified in its charter)

Delaware                                                    22-3506990
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

888 Seventh Avenue
New York, NY                                                10019
(Address of principal executive offices)                    (Zip code)

                          ---------------------------

                             Senior Debt Securities
                       (Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

1.       GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

- -------------------------------------------------------------------------------------------------------
                       Name                                                   Address
- -------------------------------------------------------------------------------------------------------

        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                                 and Albany, N.Y. 12203
        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045
        Federal Deposit Insurance Corporation                    Washington, D.C.  20429
        New York Clearing House Association                      New York, New York   10005

         (b)     WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(d).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

                                      -2-

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.

                                      -3-

                                    SIGNATURE

         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 20th day of August, 2003.

                                        THE BANK OF NEW YORK

                                        By:   /S/    VAN K. BROWN
                                             -----------------------------------
                                              Name:  VAN K. BROWN
                                              Title: VICE PRESIDENT

                                      -4-

- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286

                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                   Dollar Amounts
                                                                    In Thousands
                                                                   --------------
                                                                
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..             $ 4,389,492
   Interest-bearing balances...........................               3,288,212
Securities:
   Held-to-maturity securities.........................                 654,763
   Available-for-sale securities.......................              17,626,360
Federal funds sold in domestic offices.................               1,759,600
Securities purchased under agreements to resell........                 911,600
Loans and lease financing receivables:
   Loans and leases held for sale......................                 724,074
   Loans and leases, net of unearned
     income............................................              32,368,718
   LESS: Allowance for loan and
     lease losses......................................                 826,505
   Loans and leases, net of unearned
     income and allowance..............................              31,542,213
Trading Assets.........................................               7,527,662
Premises and fixed assets (including capitalized
   leases).............................................                 825,706
Other real estate owned................................                     164
Investments in unconsolidated subsidiaries and
   associated companies................................                 260,940
Customers' liability to this bank on acceptances
   outstanding.........................................                 225,935
Intangible assets......................................
   Goodwill............................................               2,027,675
   Other intangible assets.............................                  75,330
Other assets...........................................               4,843,295
                                                                    -----------

                                                                
Total assets...........................................             $76,683,021
                                                                    ===========
LIABILITIES
Deposits:
   In domestic offices.................................             $33,212,852
   Noninterest-bearing.................................              12,997,086
   Interest-bearing....................................              20,215,766
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................              24,210,507
   Noninterest-bearing.................................                 595,520
   Interest-bearing....................................              23,614,987
Federal funds purchased in domestic offices............                 375,322
Securities sold under agreements to repurchase.........                 246,755
Trading liabilities....................................               2,335,466
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                 959,997
Bank's liability on acceptances executed and
   outstanding.........................................                 227,253
Subordinated notes and debentures......................               2,090,000
Other liabilities......................................               5,716,796
                                                                    -----------
Total liabilities......................................             $69,374,948
                                                                    ===========
Minority interest in consolidated subsidiaries.........                 540,772

EQUITY CAPITAL
Perpetual preferred stock and related surplus..........                       0
Common stock...........................................               1,135,284
Surplus................................................               1,056,295
Retained earnings......................................               4,463,720
Accumulated other comprehensive income.................                (112,002)
Other equity capital components........................                       0
Total equity capital...................................               6,767,301
                                                                    -----------
Total liabilities minority interest and equity capital.             $76,683,021
                                                                    ===========

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                           Thomas J. Mastro,
                                       Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

Thomas A. Renyi        |
Gerald L. Hassell      |   Directors
Alan R. Griffith       |

- --------------------------------------------------------------------------------

                                                                    EXHIBIT 25.2

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                             13-5160382
(State of incorporation                              (I.R.S. employer
if not a U.S. national bank)                         identification no.)

One Wall Street, New York, N.Y.                      10286
(Address of principal executive offices)             (Zip code)

                           ---------------------------

                               VORNADO REALTY L.P.
               (Exact name of obligor as specified in its charter)

Delaware                                              22-3506990
(State or other jurisdiction of                       (I.R.S. employer
incorporation or organization)                        identification no.)

888 Seventh Avenue
New York, NY                                          10019
(Address of principal executive offices)              (Zip code)

                           ---------------------------

                          Subordinated Debt Securities
                       (Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

- ---------------------------------------------------------------- --------------------------------------------
                       Name                                                        Address
- ---------------------------------------------------------------- --------------------------------------------

        Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y. 10006,
                                                                 and Albany, N.Y. 12203

        Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y. 10045

        Federal Deposit Insurance Corporation                    Washington, D.C. 20429

        New York Clearing House Association                      New York, New York 10005

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(d).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly Irving Trust Company) as now in effect, which
                  contains the authority to commence business and a grant of
                  powers to exercise corporate trust powers. (Exhibit 1 to
                  Amendment No. 1 to Form T-1 filed with Registration Statement
                  No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                  Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee required by Section 321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                  No. 33-44051.)

                                      -2-

         7.       A copy of the latest report of condition of the Trustee
                  published pursuant to law or to the requirements of its
                  supervising or examining authority.

                                      -3-

                                    SIGNATURE

         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 20th day of August, 2003.

                                        THE BANK OF NEW YORK

                                        By:   /S/     VAN K. BROWN
                                             -----------------------------------
                                              Name:   VAN K. BROWN
                                              Title:  VICE PRESIDENT

                                      -4-

- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                         Dollar Amounts
                                                                          In Thousands
                                                                         --------------
                                                                      
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                   $ 4,389,492
   Interest-bearing balances...........................                     3,288,212
Securities:
   Held-to-maturity securities.........................                       654,763
   Available-for-sale securities.......................                    17,626,360
Federal funds sold in domestic offices.................                     1,759,600
Securities purchased under agreements to resell........                       911,600
Loans and lease financing receivables:
   Loans and leases held for sale......................                       724,074
   Loans and leases, net of unearned
     income............................................                    32,368,718
   LESS: Allowance for loan and
     lease losses......................................                       826,505
   Loans and leases, net of unearned
     income and allowance..............................                    31,542,213
Trading Assets.........................................                     7,527,662
Premises and fixed assets (including capitalized
   leases).............................................                       825,706
Other real estate owned................................                           164
Investments in unconsolidated subsidiaries and
   associated companies................................                       260,940
Customers' liability to this bank on acceptances
   outstanding.........................................                       225,935
Intangible assets......................................
   Goodwill............................................                     2,027,675
   Other intangible assets.............................                        75,330
Other assets...........................................                     4,843,295
                                                                          -----------

                                                                         Dollar Amounts
                                                                         --------------
                                                                      
Total assets...........................................                   $76,683,021
                                                                          ===========
LIABILITIES
Deposits:
   In domestic offices.................................                   $33,212,852
   Noninterest-bearing.................................                    12,997,086
   Interest-bearing....................................                    20,215,766
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                    24,210,507
   Noninterest-bearing.................................                       595,520
   Interest-bearing....................................                    23,614,987
Federal funds purchased in domestic offices............                       375,322
Securities sold under agreements to repurchase.........                       246,755
Trading liabilities....................................                     2,335,466
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases).                                                 959,997
Bank's liability on acceptances executed and
   outstanding.........................................                       227,253
Subordinated notes and debentures......................                     2,090,000
Other liabilities......................................                     5,716,796
                                                                          -----------
Total liabilities......................................                   $69,374,948
                                                                          ===========
Minority interest in consolidated subsidiaries..                              540,772

EQUITY CAPITAL
Perpetual preferred stock and related surplus..........                             0
Common stock...........................................                     1,135,284
Surplus................................................                     1,056,295
Retained earnings......................................                     4,463,720
Accumulated other comprehensive income.................                     (112,002)
Other equity capital components........................                             0
                                                                          -----------
Total equity capital...................................                     6,767,301
                                                                          -----------
Total liabilities minority interest and equity capital.                   $76,683,021
                                                                          ===========

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                           Thomas J. Mastro,
                                       Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

Thomas A. Renyi         |
Gerald L. Hassell       |                                       Directors
Alan R. Griffith        |