VORNADO REALTY TRUST (Form: 8-K, Received: 10/25/1999 16:12:26)

Exhibit Index on Page 6

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 3, 1999

Commission File Number: 1-11954

VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)

                 MARYLAND                                      22-1657560
(State or other jurisdiction of incorporation)              (I.R.S. employer
                                                          identification number)

PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY                  07663
   (Address of principal executive offices)                     (Zip Code)

                                 (201) 587-1000
              (Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

ITEMS 1-4. NOT APPLICABLE

ITEM 5. OTHER EVENTS

ISSUANCE OF SERIES D-3 PREFERRED UNITS BY VORNADO REALTY L.P.

On September 3, 1999, Vornado Realty L.P., a Delaware limited partnership through which Vornado Realty Trust conducts its business (the "Operating Partnership"), sold $200 million of Series D-3 Preferred Units of limited partnership interest (the "Series D-3 Preferred Units") to an institutional investor in a private placement, resulting in net proceeds of $194.5 million.

The Series D-3 Preferred Units are perpetual and may be redeemed without penalty in whole or in part by the Operating Partnership at any time on or after September 3, 2004 for cash equal to $25 per Series D-3 Preferred Unit and any accumulated and unpaid distributions owing in respect of the Series D-3 Preferred Units being redeemed. At any time on or after the Series D-3 Effective Date (as defined below), holders of Series D-3 Preferred Units will have the right to have their Series D-3 Preferred Units redeemed by the Operating Partnership for (i) cash equal to the holder's capital account after the carrying values of all Operating Partnership assets are adjusted pursuant to the limited partnership agreement of the Operating Partnership and the holder's capital account is adjusted accordingly for the Series D-3 Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust, one Series D-3 8.25% Cumulative Redeemable Preferred Share of Beneficial Interest (liquidation preference $25 per share), no par value (the "Series D-3 Preferred Shares"), of Vornado Realty Trust for each Series D-3 Preferred Unit redeemed. The "Series D-3 Effective Date" means the sooner of (i) September 3, 2009, (ii) the first business day following any period in which the Operating Partnership has failed to make full distributions in respect of the Series D-3 Preferred Units for six quarters, whether or not consecutive, (iii) the first business day following receipt by the holder of the Series D-3 Preferred Units of either notice from Vornado Realty Trust, or an opinion of counsel, that the Operating Partnership is or likely is a "publicly-traded partnership," as defined in the Internal Revenue Code of 1986, as amended, and (iv) the first business day following the date on which the institutional investor to which the Series D-3 Preferred Units were issued reasonably determines that there is an imminent and substantial risk that the Series D-3 Preferred Units held by it represent or will represent 19.5% or more of the total profits or capital interests in the Operating Partnership for a taxable year.

The Series D-3 Preferred Shares will be perpetual and will be redeemable at the option of Vornado Realty Trust at any time on and after September 3, 2004 for cash equal to $25 per Series D-3 Preferred Share plus dividends accumulated and unpaid prior to the date of redemption. No Series D-3 Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of the Series D-3 Preferred Units have entered into a registration rights agreement with respect to the Series D-3 Preferred Shares that may be issued upon redemption of Series D-3 Preferred Units.

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ISSUANCE OF SERIES D-4 PREFERRED UNITS BY THE OPERATING PARTNERSHIP

Also on September 3, 1999, the Operating Partnership sold $125 million of Series D-4 Preferred Units of limited partnership interest (the "Series D-4 Preferred Units") to another institutional investor in a private placement, resulting in net proceeds of approximately $122 million.

The Series D-4 Preferred Units are perpetual and may be redeemed without penalty in whole or in part by the Operating Partnership at any time on or after September 3, 2004 for cash equal to $25 per Series D-4 Preferred Unit and any accumulated and unpaid distributions owing in respect of the Series D-4 Preferred Units being redeemed. At any time on or after the Series D-4 Effective Date (as defined below), holders of Series D-4 Preferred Units will have the right to have their Series D-4 Preferred Units redeemed by the Operating Partnership for (i) cash equal to $25 for each Series D-4 Preferred Unit and any accumulated and unpaid distributions owing in respect of the Series D-4 Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust, one 8.25% Series D-4 Cumulative Redeemable Preferred Share of Beneficial Interest, no par value (the "Series D-4 Preferred Shares"), of Vornado Realty Trust for each Series D-4 Preferred Unit redeemed. The "Series D-4 Effective Date" means the sooner of (i) September 3, 2009, (ii) the first business day following any period in which the Operating Partnership has failed to make full distributions in respect of the Series D-4 Preferred Units for six quarters, whether or not consecutive, (iii) the first business day following receipt by the holder of the Series D-4 Preferred Units of either notice from Vornado Realty Trust, or an opinion of counsel, that the Operating Partnership is or likely is a "publicly-traded partnership," as defined in the Internal Revenue Code of 1986, as amended, and (iv) the first business day following the date on which the institutional investor to which the Series D-4 Preferred Units were issued reasonably determines, or delivers to Vornado Realty Trust an opinion of counsel, that there is an imminent and substantial risk that the Series D-4 Preferred Units held by it represent or will represent 19.5% or more of the total profits or capital interests in the Operating Partnership for a taxable year and Vornado Realty Trust agrees with such conclusion, such agreement not to be unreasonably withheld.

The Series D-4 Preferred Shares will be perpetual and will be redeemable at the option of Vornado Realty Trust at any time on and after September 3, 2004 for cash equal to $25 per Series D-4 Preferred Share plus dividends accumulated and unpaid prior to the date of redemption. No Series D-4 Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of the Series D-4 Preferred Units have entered into a registration rights agreement with respect to the Series D-4 Preferred Shares that may be issued upon redemption of Series D-4 Preferred Units.

ITEM 6. NOT APPLICABLE

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit No.       Description
-----------       -----------
3.1               Articles Supplementary to Declaration of Trust of Vornado
                  Realty Trust with respect to the Series D-3 Preferred Shares,
                  dated September 3, 1999, as filed with the State Department of
                  Assessments and Taxation of Maryland on September 3, 1999

3.2               Articles Supplementary to Declaration of Trust of Vornado
                  Realty Trust with respect to the Series D-4 Preferred Shares,
                  dated September 3, 1999, as filed with the State Department of
                  Assessments and Taxation of Maryland on September 3, 1999

3.3               Ninth Amendment to Second Amended and Restated Agreement of
                  Limited Partnership of Vornado Realty L.P., dated as of
                  September 3, 1999

3.4               Tenth Amendment to Second Amended and Restated Agreement of
                  Limited Partnership of Vornado Realty L.P., dated as of
                  September 3, 1999

99.1              Press release of Vornado Realty Trust, dated September 3, 1999


ITEM 8.           NOT APPLICABLE

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VORNADO REALTY TRUST
(Registrant)

                                          By: /s/ Irwin Goldberg
                                              ---------------------------------
                                              Name:  Irwin Goldberg
                                              Title: Vice President,
                                                     Chief Financial Officer


Date:  October 25, 1999

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Index to Exhibits

Exhibit No.       Description
-----------       -----------
3.1               Articles Supplementary to Declaration of Trust of Vornado
                  Realty Trust with respect to the Series D-3 Preferred Shares,
                  dated September 3, 1999, as filed with the State Department of
                  Assessments and Taxation of Maryland on September 3, 1999

3.2               Articles Supplementary to Declaration of Trust of Vornado
                  Realty Trust with respect to the Series D-4 Preferred Shares,
                  dated September 3, 1999, as filed with the State Department of
                  Assessments and Taxation of Maryland on September 3, 1999

3.3               Ninth Amendment to Second Amended and Restated Agreement of
                  Limited Partnership of Vornado Realty L.P., dated as of
                  September 3, 1999

3.4               Tenth Amendment to Second Amended and Restated Agreement of
                  Limited Partnership of Vornado Realty L.P., dated as of
                  September 3, 1999

99.1              Press release of Vornado Realty Trust, dated September 3, 1999

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Exhibit 3.1

VORNADO REALTY TRUST

ARTICLES SUPPLEMENTARY

SERIES D-3 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES
(LIQUIDATION PREFERENCE $25.00 PER SHARE)

Vornado Realty Trust, a Maryland real estate investment trust (the "Trust"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article VI of the Amended and Restated Declaration of Trust of the Trust (the "Declaration"), the Board of Trustees of the Trust (the "Board of Trustee"), by unanimous written consent, classified and designated 8,000,000 shares (the "Shares") of the Preferred Stock, no par value per share (as defined in the Declaration), of the Trust as shares of Series D-3 8.25% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which upon any restatement of the Declaration, shall be deemed to be part of Article VI of the Declaration, with any necessary or appropriate changes to the enumeration or lettering of sections or subsections hereof:

SERIES D-3 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES

SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of Preferred Stock shall be designated as Series D-3 8.25% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share (the "Series D-3 Preferred Shares"), and 8,000,000 shall be the number of shares of Preferred Stock constituting such series.

SECTION 2. DEFINITIONS. For purposes of the Series D-3 Preferred Shares, the following terms shall have the meanings indicated:

"Board of Trustees" shall mean the Board of Trustees of the Trust or any committee authorized by such

Board of Trustees to perform any of its responsibilities with respect to the Series D-3 Preferred Shares.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

"Common Shares" shall mean the common shares of beneficial interest of the Trust, par value $.04 per share.

"Dividend Payment Date" shall mean the first calendar day of January, April, July and October, in each year, commencing on the first of January 1, April 1, July 1 or October 1 to follow the Issue Date; provided, however, that if any Dividend Payment Date falls on any day other than a Business Day, the dividend payment due on such Dividend Payment Date shall be paid on the first Business Day immediately following such Dividend Payment Date.

"Dividend Periods" shall mean quarterly dividend periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period with respect to each Series D-3 Preferred Share, which shall commence on the date on which such Series D-3 Preferred Share was issued by the Trust and end on the next succeeding January 1, April 1, July 1 or October 1 to occur (whichever occurs first)).

"Issue Date" shall mean the first date on which any Series D-3 Preferred Shares are issued.

"Junior Shares" shall mean the Common Shares and any other class or series of shares of beneficial interest of the Trust constituting junior shares of beneficial interest as described in paragraph (c) of Section 9 hereof.

"Liquidation Preference" shall have the meaning set forth in paragraph (a) of Section 4 hereof.

"Operating Partnership" shall mean Vornado Realty L.P., a Delaware limited partnership.

"Parity Shares" shall mean any shares of beneficial interest as described in paragraph (b) of Section 9 hereof.

"Person" shall mean any individual, firm, partnership, corporation, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.

"Redemption Date" shall have the meaning set forth in paragraph (c) of Section 5 hereof.

"Redemption Price" shall have the meaning set forth in paragraph (a) of Section 5 hereof.

"Series D-3 Preferred Shares" shall have the meaning set forth in Section 1 hereof. It is the intention of the Trust in establishing the Series D-3 Preferred Shares, that, except to the extent otherwise set forth herein, each Series D-3 Preferred Share shall be substantially the economic equivalent of a Series D-3 Preferred Unit in respect of which it was issued.

"Series D-3 Preferred Units" shall mean the Series D-3 Preferred Units of limited partner interest of the Operating Partnership.

"Set apart for payment" shall be deemed to include, without any action other than the following, the recording by the Trust in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Trustees, the allocation of funds to be so paid on any series or class of shares of beneficial interest of the Trust; provided, however, that if any funds for any class or series of Junior Shares or any class or series of shares of beneficial interest ranking on a parity with the Series D-3 Preferred Shares as to the payment of dividends are placed in a separate account of the Trust or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Series D-3 Preferred Shares shall mean placing such funds in a separate account or delivering

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such funds to a disbursing, paying or other similar agent.

"Transfer Agent" means First Union National Bank, Charlotte, North Carolina, or such other agent or agents of the Trust as may be designated by the Board of Trustees or its designee as the transfer agent for the Series D-3 Preferred Shares.

"Voting Preferred Shares" shall have the meaning set forth in Section 10 hereof.

SECTION 3. DIVIDENDS. (a) The holders of Series D-3 Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust out of assets legally available for that purpose, dividends payable in cash at the rate per annum of $2.125 per Series D-3 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect to each Series D-3 Preferred Share shall be cumulative from the date on which such Series D-3 Preferred Share was issued by the Trust, whether or not in any Dividend Period or Periods there shall be assets of the Trust legally available for the payment of such dividends, and shall be payable quarterly, when, as and if authorized by the Board of Trustees and declared by the Trust, in arrears on Dividend Payment Dates commencing with respect to each Series D-3 Preferred Share on the first Dividend Payment Date after the date on which such Series D-3 Preferred Share was issued by the Trust. Dividends are cumulative from the most recent Dividend Payment Date to which dividends have been paid, whether or not in any Dividend Period or Periods there shall be assets legally available therefor. Each such dividend shall be payable in arrears to the holders of record of the Series D-3 Preferred Shares, as they appear on the share records of the Trust at the close of business on such record dates, not more than 30 days preceding the applicable Dividend Payment Date (the "Dividend Payment Record Date"), as shall be fixed by the Board of Trustees. Accumulated and unpaid dividends for any past Dividend Periods may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Trustees.

(b) The amount of dividends payable for each full Dividend Period for each Series D-3 Preferred Share shall be computed by dividing the Annual Dividend Rate by four. The

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amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series D-3 Preferred Shares shall be computed on the basis of twelve 30-day months and a 360-day year. Holders of Series D-3 Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series D-3 Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series D-3 Preferred Shares that may be in arrears.

(c) So long as any Series D-3 Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such payment on the Series D-3 Preferred Shares for all Dividend Periods terminating on or prior to the Dividend Payment Date on such class or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series D-3 Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series D-3 Preferred Shares and such Parity Shares.

(d) So long as any Series D-3 Preferred Shares are outstanding, no dividends (other than dividends or distributions paid solely in shares of, or options, warrants or rights to subscribe for or purchase shares of, Junior Shares) shall be authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Shares, nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Shares made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Trust or any subsidiary, or as permitted under Article VI of the Declaration), for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of

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any shares of beneficial interest) by the Trust, directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case (i) the full cumulative dividends on all outstanding Series D-3 Preferred Shares and any other Parity Shares of the Trust shall have been paid or set apart for payment for all past Dividend Periods with respect to the Series D-3 Preferred Shares and all past dividend periods with respect to such Parity Shares and (ii) sufficient funds shall have been paid or set apart for the payment of the dividend for the current Dividend Period with respect to the Series D-3 Preferred Shares and any Parity Shares.

(e) Any accumulated distributions on Series D-3 Preferred Units that remain unpaid at the time such Series D-3 Preferred Units are acquired by the Trust for Series D-3 Preferred Shares shall also be deemed to be accumulated and unpaid dividends in respect of such Series D-3 Preferred Shares as of the date of issuance of such Series D-3 Preferred Shares and shall be paid when declared by the Board of Trustees.

SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, before any payment or distribution of the assets of the Trust (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series D-3 Preferred Shares shall be entitled to receive Twenty Five Dollars ($25.00) per Series D-3 Preferred Share (the "Liquidation Preference") plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to the date of final distribution to such holder; but such holders of Series D-3 Preferred Shares shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Trust, the assets of the Trust, or proceeds thereof, distributable among the holders of Series D-3 Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series D-3 Preferred Shares and any such other Parity Shares ratably in accordance with the respective amounts that would be payable on such Series D-3 Preferred Shares and any such other Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Trust with one or more entities, (ii) a statutory share

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exchange and (iii) a sale or transfer of all or substantially all of the Trust's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Trust.

(b) Subject to the rights of the holders of shares of any series or class or classes of shares of beneficial interest ranking on a parity with or prior to the Series D-3 Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Trust, after payment shall have been made in full to the holders of the Series D-3 Preferred Shares, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D-3 Preferred Shares shall not be entitled to share therein.

SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST.

(a) Except as otherwise permitted by Article VI of the Declaration, the Series D-3 Preferred Shares shall not be redeemable by the Trust prior to September 3, 2004. On and after September 3, 2004, the Trust, at its option, may redeem the Series D-3 Preferred Shares, in whole or in part, as set forth herein, subject to the provisions described below, at a redemption price, payable in cash, equal to the Liquidation Preference plus dividends accumulated and unpaid prior to the date of redemption (the "Redemption Price").

(b) If full cumulative dividends on the Series D-3 Preferred Shares and any other series or class or classes of Parity Shares of the Trust have not been paid or declared and set apart for payment, except as otherwise permitted under Article VI of the Declaration, the Series D-3 Preferred Shares may not be redeemed in part and the Trust may not purchase, redeem or otherwise acquire Series D-3 Preferred Shares or any Parity Shares other than in exchange for Junior Shares.

(c) If the Trust shall redeem shares of Series D-3 Preferred Shares pursuant to paragraph (a) of this Section 5, notice of such redemption shall be given to each holder of record of the Series D-3 Preferred Shares to be redeemed. Such notice shall be provided by first class mail, postage prepaid, at such holder's address as the same appears on the stock records of the Trust, or by publication in The Wall Street Journal or The New York Times, or if neither such

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newspaper is then being published, any other daily newspaper of national circulation. If the Trust elects to provide such notice by publication, it shall also promptly mail notice of such redemption to the holders of the Series D-3 Preferred Shares to be redeemed. Neither the failure to mail any notice required by this paragraph (c), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice that was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such mailed or published notice shall state, as appropriate: (1) the date on which such Series D-3 Preferred Shares are to be redeemed (the "Redemption Date"); (2) the number of Series D-3 Preferred Shares to be redeemed and, if fewer than all the Series D-3 Preferred Shares held by such holder are to be redeemed, the number of such Series D-3 Preferred Shares to be redeemed from such holder; (3) the Redemption Price; (4) the place or places at which certificates for such Series D-3 Preferred Shares are to be surrendered for payment of the Redemption Price; and (5) that dividends on the shares to be redeemed shall cease to accrue on such Redemption Date except as otherwise provided herein. Notice having been published or mailed as aforesaid, from and after the Redemption Date (unless the Trust shall fail to make available an amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, dividends on the Series D-3 Preferred Shares so called for redemption shall cease to accumulate, (ii) said shares shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series D-3 Preferred Shares of the Trust shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon). The Trust's obligation to provide cash in accordance with the preceding sentence shall be deemed fulfilled if, on or before the Redemption Date, the Trust shall deposit with a bank or trust company (which may be an affiliate of the Trust) that has an office in the Borough of Manhattan, City of New York, or in Baltimore, Maryland and that has, or is an affiliate of a bank or trust company that has, a capital and surplus of at least $50,000,000, the cash necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to the redemption of the Series D-3 Preferred Shares so called for

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redemption. No interest shall accrue for the benefit of the holder of Series D-3 Preferred Shares to be redeemed on any cash so set aside by the Trust. Subject to applicable escheat laws, any such cash unclaimed at the end of two years from the Redemption Date shall revert to the general funds of the Trust, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Trust for the payment of such cash.

As promptly as practicable after the surrender in accordance with said notice of the certificates for any such Series D-3 Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Trust shall so require and if the notice shall so state), such Series D-3 Preferred Shares shall be exchanged for the cash (without interest thereon) for which such Series D-3 Preferred Shares have been redeemed. If fewer than all of the outstanding Series D-3 Preferred Shares are to be redeemed, the Series D-3 Preferred Shares to be redeemed shall be selected by the Trust from the outstanding Series D-3 Preferred Shares not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Trust in its sole discretion to be equitable. If fewer than all the Series D-3 Preferred Shares evidenced by any certificate are redeemed, then new certificates evidencing the unredeemed Series D-3 Preferred Shares shall be issued without cost to the holder thereof.

SECTION 6. REACQUIRED SHARES TO BE RETIRED.

All Series D-3 Preferred Shares which shall have been issued and reacquired in any manner by the Trust shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

SECTION 7. NO RIGHT OF CONVERSION. The Series D-3 Preferred Shares are not convertible into or exchangeable for any other property or securities of the Trust at the option of any holder of Series D-3 Preferred Shares.

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dissolution of holders of shares of any class or series of beneficial interest whose preferential rights upon dissolution are superior or prior to those receiving the distribution shall not be added to the Trust's total liabilities.

SECTION 9. RANKING. Any class or series of shares of beneficial interest of the Trust shall be deemed to rank:

(a) prior to the Series D-3 Preferred Shares, as to the payment of dividends and as to distribution of assets upon liquidation, dissolution or winding up, if the holders of shares of such class or series shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series D-3 Preferred Shares ("Senior Shares");

(b) on a parity with the Series D-3 Preferred Shares, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof be different from those of the Series D-3 Preferred Shares, if the holders of shares of such class or series and the Series D-3 Preferred Shares shall be entitled to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid dividends per share or liquidation preferences, without preference or priority one over the other ("Parity Shares"); and

(c) junior to the Series D-3 Preferred Shares, as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up, if such shares shall be Common Shares or if the holders of Series D-3 Preferred Shares shall be entitled to receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of such class or series, and shares of such class or series shall not in either case rank prior to the Series D-3 Preferred Shares.

SECTION 10. VOTING. Except as otherwise set forth herein, the Series D-3 Preferred Shares shall not have any relative, participating, optional or other voting rights or powers, and the consent of the holders thereof shall not be required for the taking of any corporate (or trust) action.

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If and whenever six quarterly dividends (whether or not consecutive) payable on the Series D-3 Preferred Shares or any series or class of Parity Shares shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any such dividend has not been paid in full) and whether or not earned or declared, the number of trustees then constituting the Board of Trustees shall be increased by two and the holders of Series D-3 Preferred Shares, together with the holders of shares of every other series or class of Parity Shares having like voting rights (shares of any such other series, the "Voting Preferred Shares"), voting as a single class regardless of series, shall be entitled to elect the two additional trustees to serve on the Board of Trustees at any annual meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of Series D-3 Preferred Shares and the Voting Preferred Shares called as hereinafter provided. Whenever all arrears in dividends on the Series D-3 Preferred Shares and the Voting Preferred Shares then outstanding shall have been paid and full dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment, then the right of the holders of the Series D-3 Preferred Shares and the Voting Preferred Shares to elect such additional two trustees shall cease (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six quarterly dividends), and the terms of office of all persons elected as trustees by the holders of the Series D-3 Preferred Shares and the Voting Preferred Shares shall forthwith terminate and the number of trustees constituting the Board of Trustees shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of shares of Series D-3 Preferred Shares and the Voting Preferred Shares, the Secretary of the Trust may, and upon the written request of any holder of Series D-3 Preferred Shares (addressed to the Secretary at the principal office of the Trust) shall, call a special meeting of the holders of the Series D-3 Preferred Shares and of the Voting Preferred Shares for the election of the two trustees to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Trust for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 20 days after receipt of such request, then any holder of Series D-3 Preferred Shares may call such

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meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Trust. The trustees elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the trustees elected by the holders of the Series D-3 Preferred Shares and the Voting Preferred Shares, a successor shall be elected by the Board of Trustees, upon the nomination of the then-remaining trustee elected by the holders of the Series D-3 Preferred Shares and the Voting Preferred Shares or the successor of such remaining trustee, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above.

So long as any Series D-3 Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by the Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of Series D-3 Preferred Shares and the Voting Preferred Shares, at the time outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating (a) any amendment, alteration or repeal of any of the provisions of the Declaration or these Articles Supplementary that materially and adversely affects the voting powers, rights or preferences of the Series D-3 Preferred Shares or the Voting Preferred Shares; provided, however, that (i) the amendment of the provisions of the Declaration so as to authorize or create or to increase the authorized amount of, any Junior Shares or any shares of any class or series ranking on a parity with the Series D-3 Preferred Shares or the Voting Preferred Shares shall not be deemed to materially and adversely affect the voting powers, rights or preferences of the holders of Series D-3 Preferred Shares and (ii) any filing with the State Department of Assessments and Taxation of Maryland by the Trust in connection with a merger, consolidation or sale of all or substantially all of the assets of the Trust shall not be deemed to be an amendment, alteration or repeal of any of the provisions of the Declaration or these Articles Supplementary; and provided further, that if any such amendment, alteration or repeal would materially and adversely affect any voting powers, rights or preferences of the Series D-3 Preferred Shares or

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one or more but not all series of Voting Preferred Shares at the time outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of all series similarly affected at the time outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be required in lieu of the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of the Series D-3 Preferred Shares and the Voting Preferred Shares otherwise entitled to vote in accordance herewith or (b) the authorization or creation of, or the increase in the authorized or issued amount of, any shares of any class or series or any security convertible into or exchangeable for shares of any class or series ranking prior to the Series D-3 Preferred Shares in the distribution of assets on any liquidation, dissolution or winding up of the Trust or in the payment of dividends or distributions; provided, however, that, in the case of each of subparagraphs (a) and (b), no such vote of the holders of Series D-3 Preferred Shares or Voting Preferred Shares, as the case may be, shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, provision is made for the redemption of all Series D-3 Preferred Shares or Voting Preferred Shares, as the case may be, at the time outstanding in accordance with Section 5 hereof.

For purposes of the foregoing provisions of this Section 9, each Series D-3 Preferred Share shall have one (1) vote per share, except that when any other series of Preferred Stock shall have the right to vote with the Series D-3 Preferred Shares as a single class on any matter, then the Series D-3 Preferred Shares and such other series shall have with respect to such matters one (1) vote per $50.00 of stated liquidation preference.

SECTION 10. RECORD HOLDERS. The Trust and the Transfer Agent may deem and treat the record holder of any Series D-3 Preferred Shares as the true and lawful owner thereof for all purposes, and neither the Trust nor the Transfer Agent shall be affected by any notice to the contrary.

SECTION 11. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The Series D-3 Preferred Shares constitute

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Preferred Stock, and Preferred Stock constitutes Equity Stock of the Trust. Therefore, the Series D-3 Preferred Shares, being Equity Stock, are governed by and issued subject to all the limitations, terms and conditions of the Declaration applicable to Equity Stock generally, including but not limited to the terms and conditions (including exceptions and exemptions) of Article VI of the Declaration applicable to Equity Stock. The foregoing sentence shall not be construed to limit the applicability to the Series D-3 Preferred Shares of any other term or provision of the Declaration.

SECOND: The Shares have been classified and designated by the Board of Trustees under the authority contained in the Declaration.

THIRD: These Articles Supplementary have been approved by the Board of Trustees in the manner and by the vote required by law.

FOURTH: The undersigned Vice President and Chief Financial Officer acknowledges these Articles Supplementary to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned Vice President and Chief Financial Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this Statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Vice President and Chief Financial Officer and attested to by one of its Assistant Secretaries on this 3rd day of September, 1999.

VORNADO REALTY TRUST

[seal]                                 /s/ Irwin Goldberg
                                       ----------------------------------------
                                       Name:   Irwin Goldberg
                                       Title:  Vice President and Chief
                                               Financial Officer



                                       ATTEST:



                                       /s/ Larry Portal
                                       ----------------------------------------
                                       Name:   Larry Portal

                                       Title:  Assistant Secretary

Exhibit 3.2

VORNADO REALTY TRUST

ARTICLES SUPPLEMENTARY

SERIES D-4 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES
(LIQUIDATION PREFERENCE $25.00 PER SHARE)

Vornado Realty Trust, a Maryland real estate investment trust (the "Trust"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article VI of the Amended and Restated Declaration of Trust of the Trust (the "Declaration"), the Board of Trustees of the Trust (the "Board of Trustees") by unanimous written consent, dated September 2, 1999, classified and designated 5,000,000 shares (the "Shares") of the Preferred Stock, no par value per share (as defined in the Declaration), of the Trust as shares of Series D-4 8.25% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which upon any restatement of the Declaration, shall be deemed to be part of Article VI of the Declaration, with any necessary or appropriate changes to the enumeration or lettering of sections or subsections hereof:

SERIES D-4 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES

SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of Preferred Stock shall be designated as Series D-4 8.25% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share (the "Series D-4 Preferred Shares"), and 5,000,000 shall be the number of shares of Preferred Stock constituting such series.

SECTION 2. DEFINITIONS. For purposes of the Series D-4 Preferred Shares, the following terms shall have the meanings indicated:

"Board of Trustees" shall mean the Board of Trustees of the Trust or any committee authorized by such Board of Trustees to perform any of

its responsibilities with respect to the Series D-4 Preferred Shares.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

"Common Shares" shall mean the common shares of beneficial interest of the Trust, par value $.04 per share.

"Dividend Payment Date" shall mean the first calendar day of March, June, September and December each year, commencing on the first of March 1, June 1, September 1 and December 1 to follow the Issue Date; provided, however, that if any Dividend Payment Date falls on any day other than a Business Day, the dividend payment due on such Dividend Payment Date shall be paid on the first Business Day immediately following such Dividend Payment Date.

"Dividend Periods" shall mean quarterly dividend periods commencing on March 1, June 1, September 1 and December 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period with respect to each Series D-4 Preferred Share, which shall commence on the date on which such Series D-4 Preferred Share was issued by the Trust and end on the next succeeding March 1, June 1, September 1 or December 1 to occur (whichever occurs first)).

"Issue Date" shall mean the first date on which any Series D-4 Preferred Shares are issued.

"Liquidation Preference" shall have the meaning set forth in paragraph (a) of Section 4 hereof.

"Operating Partnership" shall mean Vornado Realty L.P., a Delaware limited partnership.

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"Parity Shares" shall mean any shares of beneficial interest as described in paragraph (b) of Section 9 hereof.

"Person" shall mean any individual, firm, partnership, corporation, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.

"Redemption Date" shall have the meaning set forth in paragraph (c) of Section 5 hereof.

"Redemption Price" shall have the meaning set forth in paragraph (a) of Section 5 hereof.

"Series D-4 Preferred Shares" shall have the meaning set forth in Section 1 hereof. It is the intention of the Trust in establishing the Series D-4 Preferred Shares, that, except to the extent otherwise set forth herein, each Series D-4 Preferred Share shall be substantially the economic equivalent of a Series D-4 Preferred Unit in respect of which it was issued.

"Series D-4 Preferred Units" shall mean the Series D-4 Preferred Units of limited partnership interest of the Operating Partnership.

"Set apart for payment" shall be deemed to include, without any action other than the following, the recording by the Trust in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Trustees, the allocation of funds to be so paid on any series or class of shares of beneficial interest of the Trust; provided, however, that if any funds for any class or series of Junior Shares or any class or series of shares of beneficial interest ranking on a parity with the Series D-4 Preferred Shares as to the payment of dividends are placed in a separate account of the Trust or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Series D-4 Preferred Shares shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent.

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Series D-4 Preferred Shares.

"Voting Preferred Shares" shall have the meaning set

forth in Section 10 hereof.

SECTION 3. DIVIDENDS. (a) The holders of Series D-4 Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust out of assets legally available for that purpose, dividends payable in cash at the rate per annum of $2.0625 per Series D-4 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect to each Series D-4 Preferred Share shall be cumulative from the date on which such Series D-4 Preferred Share was issued by the Trust, whether or not in any Dividend Period or Periods there shall be assets of the Trust legally available for the payment of such dividends, and shall be payable quarterly, when, as and if authorized by the Board of Trustees and declared by the Trust, in arrears on Dividend Payment Dates commencing with respect to each Series D-4 Preferred Share on the first Dividend Payment Date after the date on which such Series D-4 Preferred Share was issued by the Trust. Dividends are cumulative from the most recent Dividend Payment Date to which dividends have been paid, whether or not in any Dividend Period or Periods there shall be assets legally available therefor. Each such dividend shall be payable in arrears to the holders of record of the Series D-4 Preferred Shares, as they appear on the share records of the Trust at the close of business on such record dates, not more than 30 days preceding the applicable Dividend Payment Date (the "Dividend Payment Record Date"), as shall be fixed by the Board of Trustees. Accumulated and unpaid dividends for any past Dividend Periods may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Trustees.

(b) The amount of dividends payable for each full Dividend Period for each Series D-4 Preferred Share shall be computed by dividing the Annual Dividend Rate by four. The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series D-4 Preferred Shares shall be computed on the basis of twelve 30-day months and a 360-day year. Holders of Series D-4 Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series D-4 Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any

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dividend payment or payments on the Series D-4 Preferred Shares that may be in arrears.

(c) So long as any Series D-4 Preferred Shares are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such payment on the Series D-4 Preferred Shares for all Dividend Periods terminating on or prior to the Dividend Payment Date on such class or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Series D-4 Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series D-4 Preferred Shares and such Parity Shares.

(d) So long as any Series D-4 Preferred Shares are outstanding, no dividends (other than dividends or distributions paid solely in shares of, or options, warrants or rights to subscribe for or purchase shares of, Junior Shares) shall be authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Shares, nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Shares made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Trust or any subsidiary, or as permitted under Article VI of the Declaration), for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of any shares of beneficial interest) by the Trust, directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case (i) the full cumulative dividends on all outstanding Series D-4 Preferred Shares and any other Parity Shares of the Trust shall have been paid or set apart for payment for all past Dividend Periods with respect to the Series D-4 Preferred Shares and all past dividend periods with respect to such Parity Shares and (ii) sufficient funds shall have been paid or set apart for the payment of the dividend for the current Dividend Period with respect to the Series D-4 Preferred Shares and any Parity Shares.

(e) Any accumulated distributions on Series D-4 Preferred Units that remain unpaid at the time such Series D-4 Preferred Units are acquired by the Trust for Series D-4 Preferred Shares shall also be deemed to be accumulated

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and unpaid dividends in respect of such Series D-4 Preferred Shares as of the date of issuance of such Series D-4 Preferred Shares and shall be paid when declared by the Board of Trustees.

SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, before any payment or distribution of the assets of the Trust (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series D-4 Preferred Shares shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D-4 Preferred Share (the "Liquidation Preference") plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to the date of final distribution to such holder; but such holders of Series D-4 Preferred Shares shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Trust, the assets of the Trust, or proceeds thereof, distributable among the holders of Series D-4 Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series D-4 Preferred Shares and any such other Parity Shares ratably in accordance with the respective amounts that would be payable on such Series D-4 Preferred Shares and any such other Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Trust with one or more entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or substantially all of the Trust's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Trust.

(b) Subject to the rights of the holders of shares of any series or class or classes of shares of beneficial interest ranking on a parity with or prior to the Series D-4 Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Trust, after payment shall have been made in full to the holders of the Series D-4 Preferred Shares, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D-4 Preferred Shares shall not be entitled to share therein.

SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST. (a) Except as otherwise permitted by Article VI of the Declaration, the Series D-4 Preferred Shares shall not be redeemable by the Trust prior to September 3, 2004. On

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and after September 3, 2004, the Trust, at its option, may redeem the Series D-4 Preferred Shares, in whole or in part, as set forth herein, subject to the provisions described below, at a redemption price, payable in cash, equal to the Liquidation Preference plus dividends accumulated and unpaid prior to the date of redemption (the "Redemption Price"). The Redemption Price of the Series D-4 Preferred Shares (other than any portion consisting of accrued and unpaid dividends) shall be payable solely with the proceeds from the sale by the Trust or the Operating Partnership of other Capital Shares of the Trust or the Operating Partnership (whether or not such sale occurs concurrently with such redemption). For purposes of the preceding sentence, "Capital Shares" means any common shares, preferred shares, depositary shares, partnership or other interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing of or in the Trust or the Operating Partnership.

(b) If full cumulative dividends on the Series D-4 Preferred Shares and any other series or class or classes of Parity Shares of the Trust have not been paid or declared and set apart for payment, except as otherwise permitted under Article VI of the Declaration, the Series D-4 Preferred Shares may not be redeemed in part and the Trust may not purchase, redeem or otherwise acquire Series D-4 Preferred Shares or any Parity Shares other than in exchange for Junior Shares.

(c) If the Trust shall redeem shares of Series D-4 Preferred Shares pursuant to paragraph (a) of this Section 5, notice of such redemption shall be given to each holder of record of the Series D-4 Preferred Shares to be redeemed. Such notice shall be provided by first class mail, postage prepaid, at such holder's address as the same appears on the stock records of the Trust, or by publication in The Wall Street Journal or The New York Times, or if neither such newspaper is then being published, any other daily newspaper of national circulation. If the Trust elects to provide such notice by publication, it shall also promptly mail notice of such redemption to the holders of the Series D-4 Preferred Shares to be redeemed. Neither the failure to mail any notice required by this paragraph (c), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice that was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such mailed or published notice shall state, as appropriate: (1) the

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date on which such Series D-4 Preferred Shares are to be redeemed (the "Redemption Date"); (2) the number of Series D-4 Preferred Shares to be redeemed and, if fewer than all the Series D-4 Preferred Shares held by such holder are to be redeemed, the number of such Series D-4 Preferred Shares to be redeemed from such holder; (3) the Redemption Price; (4) the place or places at which certificates for such Series D-4 Preferred Shares are to be surrendered for payment of the Redemption Price; and (5) that dividends on the shares to be redeemed shall cease to accrue on such Redemption Date except as otherwise provided herein. Notice having been published or mailed as aforesaid, from and after the Redemption Date (unless the Trust shall fail to make available an amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, dividends on the Series D-4 Preferred Shares so called for redemption shall cease to accumulate, (ii) said shares shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series D-4 Preferred Shares of the Trust shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon). The Trust's obligation to provide cash in accordance with the preceding sentence shall be deemed fulfilled if, on or before the Redemption Date, the Trust shall deposit with a bank or trust company (which may be an affiliate of the Trust) that has an office in the Borough of Manhattan, City of New York, or in Baltimore, Maryland and that has, or is an affiliate of a bank or trust company that has, a capital and surplus of at least $50,000,000, the cash necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to the redemption of the Series D-4 Preferred Shares so called for redemption. No interest shall accrue for the benefit of the holder of Series D-4 Preferred Shares to be redeemed on any cash so set aside by the Trust. Subject to applicable escheat laws, any such cash unclaimed at the end of two years from the Redemption Date shall revert to the general funds of the Trust, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Trust for the payment of such cash.

As promptly as practicable after the surrender in accordance with said notice of the certificates for any such Series D-4 Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Trust shall so require and if the notice shall so state), such Series D-4 Preferred Shares shall be exchanged for the cash (without interest thereon) for which such Series D-4 Preferred Shares have been redeemed. If fewer than all of the outstanding Series D-4 Preferred Shares are to be redeemed, the Series D-4 Preferred Shares to be redeemed shall be selected by the Trust from the outstanding Series D-4 Preferred Shares not previously called for redemption by lot or pro

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rata (as nearly as may be) or by any other method determined by the Trust in its sole discretion to be equitable. If fewer than all the Series D-4 Preferred Shares evidenced by any certificate are redeemed, then new certificates evidencing the unredeemed Series D-4 Preferred Shares shall be issued without cost to the holder thereof.

SECTION 6. REACQUIRED SHARES TO BE RETIRED.

All Series D-4 Preferred Shares which shall have been issued and reacquired in any manner by the Trust shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

SECTION 7. NO RIGHT OF CONVERSION. The Series D-4 Preferred Shares are not convertible into or exchangeable for any other property or securities of the Trust at the option of any holder of Series D-4 Preferred Shares.

SECTION 8. PERMISSIBLE DISTRIBUTIONS. In determining whether a distribution (other than upon liquidation, dissolution or winding up), whether by dividend, or upon redemption or other acquisition of shares or otherwise, is permitted under Maryland law, amounts that would be needed, if the Trust were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of any class or series of beneficial interest whose preferential rights upon dissolution are superior or prior to those receiving the distribution shall not be added to the Trust's total liabilities.

SECTION 9. RANKING. Any class or series of shares of beneficial interest of the Trust shall be deemed to rank:

(a) prior to the Series D-4 Preferred Shares, as to the payment of dividends and as to distribution of assets upon liquidation, dissolution or winding up, if the holders of shares of such class or series shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series D-4 Preferred Shares ("Senior Shares");

(b) on a parity with the Series D-4 Preferred Shares, as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof be different from

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those of the Series D-4 Preferred Shares, if the holders of shares of such class or series and the Series D-4 Preferred Shares shall be entitled to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid dividends per share or liquidation preferences, without preference or priority one over the other ("Parity Shares"); and

(c) junior to the Series D-4 Preferred Shares, as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up, if such shares shall be Common Shares or if the holders of Series D-4 Preferred Shares shall be entitled to receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of such class or series, and shares of such class or series shall not in either case rank prior to the Series D-4 Preferred Shares.

SECTION 10. VOTING. Except as otherwise set forth herein, the Series D-4 Preferred Shares shall not have any relative, participating, optional or other voting rights or powers, and the consent of the holders thereof shall not be required for the taking of any corporate (or trust) action.

If and whenever six quarterly dividends (whether or not consecutive) payable on the Series D-4 Preferred Shares or any series or class of Parity Shares shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any such dividend has not been paid in full) whether or not earned or declared, the number of trustees then constituting the Board of Trustees shall be increased by two and the holders of Series D-4 Preferred Shares, together with the holders of shares of every other series or class of Parity Shares having like voting rights (shares of any such other series, the "Voting Preferred Shares"), voting as a single class regardless of series, shall be entitled to elect the two additional trustees to serve on the Board of Trustees at any annual meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of Series D-4 Preferred Shares and the Voting Preferred Shares called as hereinafter provided. Whenever all arrears in dividends on the Series D-4 Preferred Shares and the Voting Preferred Shares then outstanding shall have been paid and full dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment, then the right of the holders of the Series D-4 Preferred Shares and the Voting Preferred Shares to elect such additional two trustees shall cease (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six quarterly dividends), and the terms of office of all persons elected as trustees by the holders of the Series D-4 Preferred Shares and the Voting Preferred Shares shall forthwith terminate and

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the number of trustees constituting the Board of Trustees shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of shares of Series D-4 Preferred Shares and the Voting Preferred Shares, the Secretary of the Trust may, and upon the written request of any holder of Series D-4 Preferred Shares (addressed to the Secretary at the principal office of the Trust) shall, call a special meeting of the holders of the Series D-4 Preferred Shares and of the Voting Preferred Shares for the election of the two trustees to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Trust for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 20 days after receipt of such request, then any holder of Series D-4 Preferred Shares may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Trust. The trustees elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the trustees elected by the holders of the Series D-4 Preferred Shares and the Voting Preferred Shares, a successor shall be elected by the Board of Trustees, upon the nomination of the then-remaining trustee elected by the holders of the Series D-4 Preferred Shares and the Voting Preferred Shares or the successor of such remaining trustee, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above.

So long as any Series D-4 Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by the Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of Series D-4 Preferred Shares and the Voting Preferred Shares, at the time outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating (a) any amendment, alteration or repeal of any of the provisions of the Declaration or these Articles Supplementary that materially and adversely affects the voting powers, rights or preferences of the Series D-4 Preferred Shares or the Voting Preferred Shares; provided, however, that (i) the amendment of the provisions of the Declaration so as to authorize or create or to increase the authorized amount of, any Junior Shares or any shares of any class or series ranking on a parity with the Series D-4 Preferred Shares or the Voting Preferred Shares shall not be deemed to materially and adversely affect the voting powers, rights or

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preferences of the holders of Series D-4 Preferred Shares and (ii) any filing with the State Department of Assessments and Taxation of Maryland by the Trust in connection with a merger, consolidation or sale of all or substantially all of the assets of the Trust shall not be deemed to be an amendment, alteration or repeal of any of the provisions of the Declaration or these Articles Supplementary; and provided further, that if any such amendment, alteration or repeal would materially and adversely affect any voting powers, rights or preferences of the Series D-4 Preferred Shares or one or more but not all series of Voting Preferred Shares at the time outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of all series similarly affected, at the time outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be required in lieu of the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of the Series D-4 Preferred Shares and the Voting Preferred Shares otherwise entitled to vote in accordance herewith or (b) the authorization or creation of, or the increase in the authorized amount of, any shares of any class or series or any security convertible into shares of any class or series ranking prior to the Series D-4 Preferred Shares in the distribution of assets on any liquidation, dissolution or winding up of the Trust or in the payment of dividends; provided, however, that, in the case of each of subparagraphs (a) and
(b), no such vote of the holders of Series D-4 Preferred Shares or Voting Preferred Shares, as the case may be, shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, provision is made for the redemption of all Series D-4 Preferred Shares or Voting Preferred Shares, as the case may be, at the time outstanding in accordance with Section 5 hereof.

For purposes of the foregoing provisions of this Section 10, each Series D-4 Preferred Share shall have one (1) vote per share, except that when any other series of Preferred Stock shall have the right to vote with the Series D-4 Preferred Shares as a single class on any matter, then the Series D-4 Preferred Shares and such other series shall have with respect to such matters one (1) vote per $50.00 of stated liquidation preference.

SECTION 11. RECORD HOLDERS. The Trust and the Transfer Agent may deem and treat the record holder of any Series D-4 Preferred Shares as the true and lawful owner thereof for all purposes, and neither the Trust nor the Transfer Agent shall be affected by any notice to the contrary.

SECTION 11. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The Series D-4 Preferred Shares constitute Preferred Stock, and Preferred Stock

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constitutes Equity Stock of the Trust. Therefore, the Series D-4 Preferred Shares, being Equity Stock, are governed by and issued subject to all the limitations, terms and conditions of the Declaration applicable to Equity Stock generally, including but not limited to the terms and conditions (including exceptions and exemptions) of Article VI of the Declaration applicable to Equity Stock. The foregoing sentence shall not be construed to limit the applicability to the Series D-4 Preferred Shares of any other term or provision of the Declaration.

SECOND: The Shares have been classified and designated by the Board of Trustees under the authority contained in the Declaration.

THIRD: These Articles Supplementary have been approved by the Board of Trustees in the manner and by the vote required by law.

FOURTH: The undersigned Vice President--Chief Financial Officer acknowledges these Articles Supplementary to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned Vice President--Chief Financial Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this Statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Vice President--Chief Financial Officer and attested to by one of its Assistant Secretaries on this 3rd day of September, 1999.

VORNADO REALTY TRUST

[Seal]                                 /s/   Irwin Goldberg
                                       ----------------------------------------
                                       Name:    Irwin Goldberg
                                       Title:   Vice President--Chief Financial
                                                Officer



                                       ATTEST:


                                       /s/   Larry Portal
                                       ----------------------------------------
                                       Name:    Larry Portal

                                       Title:   Assistant Secretary

Exhibit 3.3

NINTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.

Dated as of September 3, 1999

THIS NINTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment"), dated as of September 3, 1999, is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (defined therein as the "General Partner"), as the general partner of Vornado Realty L.P., a Delaware limited partnership (the "Partnership"). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., as amended by the Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997, and further amended by the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 12, 1998, the Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 30, 1998, the Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999, the Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of March 17, 1999, the Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 20, 1999 and the Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 27, 1999 (as so amended, the "Agreement").

WHEREAS, the General Partner desires to establish and set forth the terms of a new series of Partnership Interests designated as Series D-3 Preferred Units (the "Series D-3 Preferred Units");

WHEREAS, as of the date hereof, the Partnership entered into a Private Placement Purchase Agreement with Goldman Sachs 1999 Exchange Place Fund, L.P., a Delaware limited partnership ("Exchange Place"), pursuant to which the Partnership agreed to issue to Exchange Place Series D-3 Preferred Units;

WHEREAS, the General Partner has determined that it is in the best interest of the Partnership to amend the Agreement to reflect the issuance of the above-referenced Series D-3 Preferred Units;

WHEREAS, Section 14.1.B of the Agreement grants the General Partner power and authority to amend the Agreement without the consent of any of the Partnership's limited partners if the amendment does not adversely affect or eliminate any right granted to a limited partner pursuant to any of the provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the Agreement as requiring a particular minimum vote; and

WHEREAS, the General Partner has determined that the amendment effected hereby does not adversely affect or eliminate any of the limited partner rights specified in Section 14.1.C or Section 14.1.D of the Agreement;

NOW, THEREFORE, the General Partner hereby amends the Agreement as follows:

1. Exhibit P, attached hereto as Attachment 1, is hereby incorporated by reference into the Agreement and made a part thereof.

2. Section 4.2 of the Agreement is hereby supplemented by adding the following paragraph to the end thereof:

"M. Issuance of Series D-3 Preferred Units. From and after the date hereof the Partnership shall be authorized to issue Partnership Units of a new series, which Partnership Units are hereby designated as "Series D-3 Preferred Units". Series D-3 Preferred Units shall have the terms set forth in Exhibit P attached hereto and made part hereof."

3. In making distributions pursuant to Section 5.1(B) of the Agreement, the General Partner of the Partnership shall take into account the provisions of Paragraph 2 of Exhibit P to the Agreement, including, but not limited to,
Section 2.G(ii) thereof.

4. The Agreement is hereby supplemented by adding the following paragraph at

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the end of Section 8.6 thereof:

"L. Series D-3 Preferred Unit Exception. Holders of Series D-3 Preferred Units shall not be entitled to the Redemption Right provided for in Section 8.6.A of this Agreement."

5. Exhibit A of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto as Attachment 2.

6. Except as expressly amended hereby, the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.

VORNADO REALTY TRUST

By:  /s/ Irwin Goldberg
   -------------------------------------
   Name:   Irwin Goldberg
   Title:  Vice President and Chief
           Financial Officer

Attachment 1

EXHIBIT P
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION

OF THE

SERIES D-3 PREFERRED UNITS

1. Definitions.

In addition to those terms defined in the Agreement, the following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in the Agreement and this Exhibit P:

"Annual Distribution Rate" shall have the meaning set forth in
Section 2.B(i) hereof.

"Common Shares" shall mean the common shares of beneficial interest of the General Partner, par value $.04 per share.

"Distribution Payment Date" shall mean the first calendar day of January, April, July and October, in each year, commencing on January 1, 1999; provided, however, that if any Distribution Payment Date falls on any day other than a Unit Business Day, the distribution payment due on such Distribution Payment Date shall be paid on the first Unit Business Day immediately following such Distribution Payment Date.

"Distribution Periods" shall mean quarterly distribution periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Distribution Period (other than the initial Distribution Period with respect to each Series D-3 Preferred Unit, which shall commence on the date on which such Series D-3 Preferred Unit was issued by the Partnership and end on and include the day preceding the first day of the next succeeding Distribution Period).

"Dividend Payment Date" shall mean a dividend payment date with respect to the Series D-3 Preferred Shares.

"Redemption Date" shall have the meaning set forth in Section
2.D(iii) hereof.

"Redemption Price" shall have the meaning set forth in Section
2.D(i) hereof.

"Series D-3 Effective Date" shall be the sooner of: (w) September 3, 2009, (x) the first Unit Business Day following any period in which the Partnership has failed to make full distributions in respect of the Series D-3 Preferred Units for six (6) Distribution Periods, whether or not consecutive, (y) the first Unit Business Day following the receipt by the holder of the Series D-3 Preferred Units of (A) notice from the General Partner that the General Partner or the Partnership has taken the position that the Partnership is or likely is a publicly-traded partnership within the meaning of
Section 7704 of the Code or any successor provision thereof (a "PTP") or (B) an opinion rendered by independent counsel familiar with such matters addressed to the holder of Series D-3 Preferred Units that the Partnership is or likely is a PTP, and (z) the first Unit Business Day following the date on which Goldman Sachs 1999 Exchange Place Fund, L.P. ("Exchange Place") determines, based on results or projected results, that there exists (in Exchange Place's reasonable judgment) an imminent and substantial risk that the Series D-3 Preferred Units held by Exchange Place represent or will represent 19.5% or more of the total profits or capital interests in the Partnership for a taxable year (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)).

"Series D-3 Notice of Redemption" shall have the meaning set forth in Section 2.E(i)(a) hereof.

"Series D-3 Preferred Shares" means the shares of beneficial interest of the General Partner Entity designated as Series D-3 8.25% Cumulative Redeemable Preferred Shares of Beneficial Interest (liquidation preference $25.00 per share), no par value, having the rights and preferences and other terms set forth in Schedule 1 to this Exhibit P.

"Series D-3 Preferred Unit" means a Partnership Unit issued by the Partnership having the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in this Exhibit P.

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"Series D-3 Redeeming Partner" shall have the meaning set forth in Section 2.E(i)(a) hereof.

"Series D-3 Redemption Right" shall have the meaning set forth in Section 2.E(i)(a) hereof.

"Series D-3 Specified Redemption Date" shall mean the sixtieth Unit Business Day after receipt by the General Partner of a Series D-3 Notice of Redemption in respect of the Series D-3 Units; provided, however, that the Series D-3 Specified Redemption Date shall mean the tenth Unit Business Day after receipt by the General Partner of a Series D-3 Notice of Redemption delivered in respect of a redemption described in Treas. Reg. Section 1.7704-1(e).

"set apart for payment" shall be deemed to include, without any action other than the following, the recording by the Partnership or the General Partner on behalf of the Partnership in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a distribution by the General Partner, the allocation of funds to be so paid on any series or class of Partnership Units; provided, however, that if any funds for any class or series of Junior Units (as defined below) or any class or series of Partnership Units ranking on a parity with the Series D-3 Preferred Units as to the payment of distributions are placed in a separate account of the Partnership or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Series D-3 Preferred Units shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent.

"Third Party Redemption Date" shall have the meaning set forth in Section 2.D(ii) hereof.

"Unit Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

2. Terms of the Series D-3 Preferred Units.

A. Number. As of the close of business on the date of the amendment pursuant to which this Exhibit was adopted, the total number of Series D-3 Preferred Units issued and outstanding will be 8,000,000. The Partnership may issue additional Series D-3 Preferred Units from time to time in accordance with the terms of the Agreement and, in connection with any such additional issuance, Exhibit A to the Agreement shall be revised to reflect the total number of Series D-3 Preferred Units then issued and outstanding.

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B. Distributions. (i) The holders of the then outstanding Series D-3 Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash at the rate per annum of $2.0625 per Series D-3 Preferred Unit (the "Annual Distribution Rate"). Such distributions with respect to each Series D-3 Preferred Unit shall be cumulative from the date of issuance of such Series D-3 Preferred Unit and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on Distribution Payment Dates, commencing on the first Distribution Payment Date after September 3, 1999. Distributions are cumulative from the most recent Distribution Payment Date to which distributions have been paid; provided that the amount per Series D-3 Preferred Unit to be paid in respect of the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, shall be determined in accordance with paragraph (ii) below. Accumulated and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date.

(ii) The amount of distribution per Series D-3 Preferred Unit accruing in each full Distribution Period shall be computed by dividing the Annual Distribution Rate by four. The amount of distributions payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series D-3 Preferred Units shall be computed on the basis of twelve 30-day months and a 360-day year. The holders of the then outstanding Series D-3 Preferred Units shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series D-3 Preferred Units. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series D-3 Preferred Units that may be in arrears.

(iii) So long as any Series D-3 Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any series or class or classes of Parity Units (as defined below) for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series D-3 Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date on such class or series of Parity Units, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not paid due to a lack of funds in the Nongovernmental Account. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series D-3 Preferred Units and all distributions declared upon any other series or class or classes of Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series D-3 Preferred Units and such Parity Units, except in the case of

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distributions on the Series B-2 Restricted Preferred Units to the extent not paid due to a lack of funds in the Nongovernmental Account.

(iv) So long as any Series D-3 Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Shares made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the General Partner or any subsidiary, or as permitted under Article VI of the Declaration of Trust of the General Partner), for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the General Partner, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series D-3 Preferred Units and any other Parity Units of the Partnership shall have been paid or set apart for payment for all past Distribution Periods with respect to the Series D-3 Preferred Units and all past distribution periods with respect to such Parity Units, except to the extent that distributions on the Series B-2 Restricted Preferred Units are not then able to be paid owing to a lack of funds in the Nongovernmental Account, and (b) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series D-3 Preferred Units and any Parity Units, except to the extent that distributions on the Series B-2 Restricted Preferred Units are not then able to be paid owing to a lack of funds in the Nongovernmental Account.

C. Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, holders of the Series D-3 Preferred Units shall be entitled to receive an amount equal to the holder's Capital Account in respect of those Series D-3 Preferred Units; but the holders of Series D-3 Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the holders of Series D-3 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series D-3 Preferred Units and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series D-3 Preferred Units and any such other Parity Units if all amounts payable

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thereon were paid in full. For the purposes of this Section 2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership's or the General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner.

(ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D-3 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series D-3 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holder of the Series D-3 Preferred Units shall not be entitled to share therein.

D. The Partnership's Right to Redeem the Series D-3 Preferred Units. (i) Except in connection with the redemption of the Series D-3 Preferred Shares by the General Partner as permitted by Article VI of the Declaration of Trust or as set forth in Section E below, the Series D-3 Preferred Units shall not be redeemable prior to September 3, 2004. On and after September 3, 2004, the General Partner may, at its option, cause the Partnership to redeem the Series D-3 Preferred Units in whole or in part, as set forth herein, subject to the provisions described below, at a redemption price, payable in cash, in an amount equal to $25 per unit for the Series D-3 Preferred Units being redeemed (the "Redemption Price"). Upon any such redemption, the Partnership shall also pay any accumulated and unpaid distributions owing in respect of the Series D- 3 Preferred Units being redeemed.

(ii) Such Series D-3 Preferred Units as are not held by the General Partner may be redeemed by the Partnership on or after September 3, 2004, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days' written notice. If fewer than all of the outstanding Series D-3 Preferred Units that are not held by the General Partner are to be redeemed, the Series D-3 Preferred Units to be redeemed from each holder (other than the General Partner) shall be selected pro rata (as nearly as practicable without creating fractional units). Any notice of redemption delivered pursuant to this Section D(ii) will be (x) faxed and (y) mailed by the Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the date upon which such redemption is to occur (the "Third Party Redemption Date"), addressed to each holder of record of the Series D-3 Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series D-3 Preferred Units. In addition to any information required by law, each such notice shall state: (a) the

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Third Party Redemption Date, (b) the amount payable per Series D-3 Preferred Unit upon redemption, including the Redemption Price and any amount payable pursuant to Section D(iv) hereof, (c) the aggregate number of Series D-3 Preferred Units to be redeemed and, if fewer than all of the outstanding Series D-3 Preferred Units are to be redeemed, the number of Series D-3 Preferred Units to be redeemed held by such holder, which number shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series D-3 Preferred Units not held by the General Partner that the total number of Series D-3 Preferred Units held by such holder represents and determined as nearly as practicable without creating fractional interests) of the aggregate number of Series D-3 Preferred Units to be redeemed, (d) the place or places where such Series D-3 Preferred Units are to be surrendered for payment of the amount payable upon redemption and (e) that payment of such amount will be made upon presentation and surrender of such Series D-3 Preferred Units. If the Partnership gives a notice of redemption in respect of Series D-3 Preferred Units pursuant to this Section D(ii), then, by 12:00 noon, New York City time, on the Third Party Redemption Date, the Partnership will deposit irrevocably in trust for the benefit of the holders of Series D-3 Preferred Units being redeemed funds sufficient to pay the applicable amount payable with respect to such Series D-3 Preferred Units and will give irrevocable instructions and authority to pay such amount to the holders of the Series D-3 Preferred Units upon surrender of the Series D-3 Preferred Units by such holders at the place designated in the notice of redemption.

(iii) Such Series D-3 Preferred Units as may be held by the General Partner may be redeemed, in whole or in part, at the option of the General Partner, at any time, upon payment by the Partnership to the General Partner of the Redemption Price and any amount payable pursuant to Section D(iv) hereof with respect to such Series D-3 Preferred Units; provided that the General Partner shall redeem an equivalent number of Series D-3 Preferred Shares. Such redemption of Series D-3 Preferred Units shall occur substantially concurrently with the redemption by the General Partner of such Series D-3 Preferred Shares (such date is herein referred to collectively with the Third Party Redemption Date as the "Redemption Date").

(iv) Upon any redemption of Series D-3 Preferred Units, the Partnership shall pay any accumulated and unpaid distributions for any Distribution Period, or any other period shorter than a full Distribution Period, ending on or prior to the Redemption Date. On and after the Redemption Date, distributions will cease to accumulate on the Series D-3 Preferred Units called for redemption, unless the Partnership defaults in payment therefor. If any date fixed for redemption of Series D-3 Preferred Units is not a Unit Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Unit Business Day (and without any interest or

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other payment in respect of any such delay) except that, if such Unit Business Day falls in the next calendar year, such payment will be made on the immediately preceding Unit Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series D-3 Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Redemption Price. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D-3 Preferred Units called for redemption under this Section 2.D.

(v) If full cumulative distributions on the Series D-3 Preferred Units and any other series or class or classes of Parity Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series D-3 Preferred Shares or shares of beneficial interest ranking on a parity with such Series D-3 Preferred Shares as permitted under Article VI of the Declaration of Trust and except to the extent that such distributions or amounts distributable on the Series B-2 Restricted Preferred Units may not be payable due to a lack of funds in the Nongovernmental Account, the Series D-3 Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series D-3 Preferred Units or any Parity Units other than in exchange for Junior Units.

As promptly as practicable after the surrender of any such Series D-3 Preferred Units so redeemed, such Series D-3 Preferred Units shall be exchanged for the amount of cash (without interest thereon) payable therefore pursuant to Section 2.D(i). If fewer than all the Series D-3 Preferred Units represented by any physical certificate are redeemed, then the Partnership shall issue new certificates representing the unredeemed Series D-3 Preferred Units without cost to the holder thereof.

E. Series D-3 Preferred Unit Holder Redemption Right.

(i) General. (a) Subject to paragraphs (ii) and (iii) below, on or after the Series D-3 Effective Date, the holder of the Series D-3 Preferred Units shall have the right (the "Series D-3 Redemption Right") to require the Partnership to redeem the Series D-3 Preferred Units on any Series D-3 Specified Redemption Date in cash in an amount equal to the holder's Capital Account after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder's Capital Account is adjusted accordingly for the Series D-3 Preferred Units being redeemed. Any such Series D-3 Redemption Right shall be exercised pursuant to notice of redemption comparable to the Notice of Redemption required under
Section 8.6 of the

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Agreement (a "Series D-3 Notice of Redemption") delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series D-3 Redemption Right (the "Series D-3 Redeeming Partner"). Except in the event of the occurrence of the circumstance described in clause (z) of the definition of "Series D-3 Effective Date", a holder of the Series D-3 Preferred Units may only exercise the Series D-3 Redemption Right in respect of all Series D-3 Preferred Units held by such holder on the date of the applicable Series D-3 Redemption Notice. In addition, any redemption pursuant to the Series D-3 Redemption Right shall be subject to all of the provisions of the Agreement governing redemptions under Section 8.6 of the Agreement as if it were a redemption under that section, except as otherwise provided herein.

(b) The Series D-3 Redeeming Partner shall have no right with respect to any Series D-3 Preferred Units so redeemed to receive any distributions paid after the Series D-3 Specified Redemption Date, unless the record date for the distribution preceded the Series D-3 Specified Redemption Date. If the record date for such distribution was a date prior to the Series D-3 Specified Redemption Date and the Distribution Payment Date in respect of such distribution was a date after the Series D-3 Specified Redemption Date, such Series D-3 Redeeming Partner shall be required, as a condition of the redemption of such Series D-3 Preferred Units, to pay the amount of such distribution to the Partnership (if such Series D-3 Preferred Units are redeemed for cash) or to the General Partner (if such Series D-3 Preferred Units are redeemed for Series D-3 Preferred Shares).

(c) The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 2.E, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner's Assignee. In connection with any exercise of the such rights by such Assignee on behalf of such Limited Partner, the Redemption Price and any accumulated and unpaid distributions shall be paid by the Partnership directly to such Assignee and not to such Limited Partner.

(ii) General Partner Assumption of Right. (a) If the holder of the Series D-3 Preferred Units has delivered a Series D-3 Notice of Redemption, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series D-3 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder's Capital Account for the Series D-3 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder's Capital Account is adjusted accordingly or (y) in the form of Series D-3 Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-3 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect

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to the Redeeming Partner's exercise of the Series D-3 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-3 Redemption Right in the manner described in the first sentence of this paragraph
(ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Series D-3 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the General Partner. Nothing contained in this paragraph (ii) shall imply any right of the General Partner to require any holder of Series D-3 Preferred Units to exercise the Series D-3 Redemption Right afforded pursuant to paragraph (i) above.

(b) In the event that the Partnership redeems Series D-3 Preferred Units for cash in accordance with Section 2.E(i)(a), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series D-3 Preferred Shares, the General Partner shall issue to the Series D-3 Redeeming Partner one Series D-3 Preferred Share for each Series D-3 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-3 Preferred Units offered for redemption by the Series D-3 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-3 Preferred Units. Any accumulated and unpaid distributions on such Series D-3 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-3 Preferred Shares paid to the Series D-3 Redeeming Partner in consideration of such Series D-3 Preferred Units at the time of the issuance of such Series D-3 Preferred Shares.

(c) In the event that there shall be outstanding at any time both Series D-3 Preferred Shares and Series D-3 Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series D-3 Preferred Shares), in each case as a result of which the Series D-3 Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series D-3 Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series D-3 Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series D-3 Preferred Units and no Series D-3 Preferred Shares and the General Partner shall be a

-10-

party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series D-3 Preferred Shares deliverable by the General Partner thereafter in redemption of Series D-3 Preferred Units pursuant to clause (ii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on Schedule 1 to this Exhibit P.

(d) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series D-3 Preferred Shares upon exercise of the Series D-3 Redemption Right.

(iii) Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of paragraphs (i) and (ii) above, a Partner shall not be entitled to exercise the Series D-3 Redemption Right if (but only as long as) the delivery of Series D-3 Preferred Shares to such Partner on the Series D-3 Specified Redemption Date (a) would be prohibited under the Declaration of Trust, or (b) as long as the Common Shares or any previously issued Series D-3 Preferred Shares are Publicly Traded, would be prohibited under applicable federal or state securities laws or regulations (assuming the General Partner would in fact assume and satisfy the Series D-3 Redemption Right).

(iv) No Liens on Partnership Units Delivered for Redemption. Each holder of any Series D-3 Preferred Units covenants and agrees with the General Partner that all Series D-3 Preferred Units delivered for redemption shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all liens, and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Series D-3 Preferred Units which are or may be subject to any liens. Each holder of Series D-3 Preferred Units further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Series D-3 Preferred Units to the Partnership or the General Partner, such holder shall assume and pay such transfer tax.

F. Conversion. The Series D-3 Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of the General Partner Entity or the Partnership at the option of any holder of Series D-3 Preferred Units, except as provided in Sections D and E hereof.

G. Ranking. (i) Any class or series of Partnership Units shall be deemed to rank:

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(a) prior to the Series D-3 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such class or series of Partnership Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series D-3 Preferred Units;

(b) on a parity with the Series D-3 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series D-3 Preferred Units, if the holders of such Partnership Units of such class or series and the Series D-3 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other, except to the extent that such distributions or amounts distributable on the Series B-2 Restricted Preferred Units may not be payable due to a lack of funds in the Nongovernmental Account ("Parity Units"); and

(c) junior to the Series D-3 Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if such class or series of Partnership Units shall be Class A Units or if the holders of Series D-3 Preferred Units shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series ("Junior Units").

(ii) The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series D-3 Preferred Units and the holders of the Series D-3 Preferred Units and Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that:

(a) For so long as the Class D Units are outstanding, the Series D-3 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the

-12-

Series D-3 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement.

(b) When the Class D Units are no longer outstanding, the Series D-3 Preferred Units shall be Preference Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i) of the Agreement, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account.

(c) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit P shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series D-3 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-3 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account.

(iii) For purposes of allocations of items made pursuant to Article VI of the Agreement:

(a) As long as the Class D Units are outstanding, the Series D-3 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and
(ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-3 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-3 Preferred Units in a pro rata manner with such distributions made to the Class D Units.

(b) When the Class D Units are no longer outstanding, the Series D-3 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata

-13-

manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-3 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-3 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

H. Voting. (i) Except as provided in this Section H or as required by law, the holders of the Series D-3 Preferred Units shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(ii) So long as any Series D-3 Preferred Units are outstanding, the General Partner shall not authorize the creation of or cause the Partnership to issue Partnership Units of any class or series or any interest in the Partnership convertible into or exchangeable for Partnership Units of any class or series ranking prior to the Series D-3 Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the General Partner or the Partnership or in the payment of distributions, or reclassify any Partnership Units of the Partnership into any such senior Partnership Unit; provided that so long as any Class D Units are outstanding, such senior Partnership Units may be issued to the General Partner if the distribution and redemption (but not voting) rights of such senior Partnership Units are substantially similar to the terms of securities issued by the General Partner and the proceeds or other consideration from the issuance of such securities have been or are concurrently with such issuance contributed to the Partnership.

(iii) So long as any Series D-3 Preferred Units are outstanding, in addition to any other vote or consent of unit holders required by the Agreement of Limited Partnership or of shareholders required by the Declaration of Trust, the affirmative vote of at least a majority of the votes entitled to be cast by the holders of Series D-3 Preferred Units at the time outstanding given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating (a) any amendment, alteration or repeal of any of the provisions of the Declaration of Trust that materially and adversely affects the voting powers, rights or preferences of the Series D-3 Preferred Shares; provided, however, that the amendment of the provisions of the Declaration of Trust so as to authorize or create or to increase the authorized amount of, any Junior Shares with respect to the Series D-3 Preferred Shares or any units of any class or series ranking on a parity with the Series D-3 Preferred Shares shall not be deemed to materially and adversely affect the voting powers, rights or

-14-

preferences of the holders of Series D-3 Preferred Shares or (b) the authorization or creation of, or the increase in the authorized or issued amount of, any shares of any class or series or any security convertible into or exchangeable for shares of any class or series ranking prior to the Series D-3 Preferred Shares in the distribution of assets on any liquidation, dissolution or winding up of the General Partner or in the payment of dividends or distributions; provided, however, that, in the case of each of subparagraphs (a) and (b), no such vote of the holders of Series D-3 Preferred Units shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, provision is made for the redemption of all Series D-3 Preferred Units at the time outstanding in accordance with the provisions hereof.

I. General. (i) At such time, if any, as the General Partner becomes a holder of Series D-3 Preferred Units, the rights of the General Partner, in its capacity as the holder of the Series D-3 Preferred Units, will be in addition to and not in limitation on any other rights or authority of the General Partner, in any other capacity, under the Agreement. In addition, nothing contained in this Exhibit P shall be deemed to limit or otherwise restrict any rights or authority of the General Partner under the Agreement, other than in its capacity as the holder of Series D-3 Preferred Units.

(ii) Anything herein contained to the contrary notwithstanding, the General Partner shall take all steps that it determines are necessary or appropriate (including modifying the foregoing terms of the Series D-3 Preferred Units) to ensure that the Series D-3 Preferred Units (including, without limitation the redemption and conversion terms thereof) permit the General Partner to satisfy its obligations with respect to the Series D-3 Preferred Shares (including, without limitation, its obligations to make dividend payments on the Series D-3 Preferred Shares), if and when any such Units are issued, it being the intention that, except to the extent provided in Schedule 1 to this Exhibit P, the terms of the Series D-3 Preferred Shares will be the same as the terms of the Series D-3 Preferred Units in all material respects.

J. The Special Distribution. Notwithstanding anything to the contrary contained herein, on September 3, 1999, the holder of the Series D-3 Preferred Units shall be entitled to receive $2,500,000. Such payment shall be treated as a guaranteed payment for the use of capital under Section 707(c) of the Internal Revenue Code and shall have no effect or bearing on any other distribution or redemption amount or upon any other rights or obligations of holders of the Series D-3 Preferred Units.

-15-

Attachment 2

EXHIBIT A (9/3/99) - Goldman Sachs 1999 Exchange Place Fund, LP / TMCT II, LLC
(D-3 & D-4 Preferred)

VORNADO REALTY L.P.
PARTNERS AND PARTNERSHIP INTERESTS

Class of Units
-----------------------------------------------------------
Series A Value Percentage
Preferred of of
Shares Series A Series A
---------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust 5,789,239 $297,508,992 100.0000%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alice C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley

-----------------------------------------------------
Series B Value Percentage
Preferred of of
Shares Series B Series B
------------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust 3,400,000 $85,000,000 100.0000%
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

The Mendik Partnership, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alice C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley

-------------------------------------------------------
Series C Value Percentage
Preferred of of
Shares Series C Series C
------------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust 4,600,000 $115,000,000.00 100.0000%
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

-------------------------------------------------
Series B-1 Value Percentage
Preferred of of
Units Series B-1 Series B-1
----------------------------------------------------------------------------------------------------------------------------------

Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C. 200,000 $10,000,000 22.23%
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C. 699,566 $34,978,300 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

--------------------------------------------------------
Series B-2 Value Percentage
Preferred of of
Units Series B-2 Series B-2
-----------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C. 100,000 $ 5,000,000 22.23%
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C. 349,783 $17,489,150 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr. 150,067 $7,503,350 20.0648%
S.D. Phillips 9,976 $498,800 1.3338%
George W Lyles 70,044 $3,502,200 9.3653%
Canoe House Partners, LLC 200,090 $10,004,500 26.7531%
Roaring Gap Limited Partnership 290,158 $14,507,900 38.7957%
Phillips Property Company, LLC 27,577 $1,378,850 3.6872%

Newkirk Partners (See attached schedule)

THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C.
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alice C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley

----------------------------------------------------------
Series D-1 Value Percentage
Preferred of of
Units Series D-1 Series D-1
---------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P. 3,500,000 87,500,000 100.00%

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

------------------------------------------
Series A Value Percentage
Preferred of of
Shares Series A Series A
-------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

--------------------------------------------------
Series B Value Percentage
Preferred of of
Shares Series B Series B
----------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

-----------------------------------------------
Series C Value Percentage
Preferred of of
Shares Series C Series C
-------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

----------------------------------------------
Series B-1 Value Percentage
Preferred of of
Units Series B-1 Series B-1
------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
Green, Bernard
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

------------------------------------------
Series B-2 Value Percentage
Preferred of of
Units Series B-2 Series B-2
---------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
Knatten Inc.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. Westport Associates
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
Mendix, Bernard
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

-------------------------------------------------
Series C-1 Value Percentage
Preferred of of
Units Series C-1 Series C-1
---------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard
Roche, Sara
Rolfe, Ronald
Reingold, Suzy
Roberts, H. Richard

Class of Units
-------------------------------------------------------------------------------------------------------------------------------
Series D-1 Value Percentage
Preferred of of
Units Series D-1 Series D-1
-------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

                                                                                  Series A         Value              Percentage
                                                                                 Preferred           of                   of
                                                                                   Shares         Series A             Series A
----------------------------------------------------------------------------- --------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                              ------------------------------------------------------
                                                                      TOTAL     5,789,239        $297,508,992         100.0000%
                                                                              ------------------------------------------------------

                                                                              Series B             Value             Percentage
                                                                              Preferred              of                  of
                                                                               Shares             Series B            Series B
------------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                             -------------------------------------------------------

                                                TOTAL                             3,400,000          $85,000,000          100.0000%
                                                                             -------------------------------------------------------

                                                                                    Series C                Value         Percentage
                                                                                   Preferred                 of               of
                                                                                     Shares               Series C         Series C
------------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                                --------------------------------------------------

                                                TOTAL                                    4,600,000        $115,000,000     100.00%
                                                                                --------------------------------------------------

                                                                                  Series B-1          Value           Percentage
                                                                                  Preferred            of                 of
                                                                                    Units          Series B-1         Series B-1
------------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                                  --------------------------------------------------

                                                TOTAL                                  899,566         $44,978,300          100.00%
                                                                                  --------------------------------------------------

                                                                          Series B-2          Value            Percentage
                                                                          Preferred             of                 of
                                                                            Units           Series B-2         Series B-2
-------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                        ---------------------------------------------------

                                                TOTAL                          449,783          $22,489,150          100.00%
                                                                        ---------------------------------------------------

                                                                                  Series C-1         Value           Percentage
                                                                                  Preferred            of                of
                                                                                    Units          Series C-1        Series C-1
-----------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                                  -------------------------------------------------

                                                TOTAL                                  747,912        $37,395,600          100.00%
                                                                                  -------------------------------------------------

                                                                  -----------------------------------------------------------
                                                                  Series D-1           Value               Percentage
                                                                   Preferred             of                    of
                                                                     Units           Series D-1            Series D-1
-----------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                  ---------------------------------------------------------

                                                TOTAL                  3,500,000        $87,500,000                  100.00%
                                                                  ---------------------------------------------------------

(1) Directly and through the following subsidiaries: Vornado Finance Corp., Vornado Investments Corporation, 40 East 14 Realty Associates General Partnership, 825 Seventh Avenue Holding Corporation, Menands Holding Corporation, and Two Guys From Harrison, N.Y., Inc.

(2) Pledged. (See Section 11.3 F of the Operating Partnership Agreement.)

--------------------------------------------------
Series D-2 Value Percentage
Preferred of of
Units Series D-2 Series D-2
--------------------------------------------------------------------------------------------------------------------------------

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC. 549,336 27,466,800 100.00%

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

-------------------------------------------------------
Series D-3 Value Percentage
Preferred of of
Units Series D-3 Series D-3
--------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP 8,000,000 $200,000,000 100.00%
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

--------------------------------------------------------
Series D-4 Value Percentage
Preferred of of
Units Series D-4 Series D-4
--------------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC 5,000,000 $125,000,000 100.00%

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

----------------------------------------------------
Series E-1 Value Percentage
Preferred of of
Units Series E-1 Series E-1
----------------------------------------------------------------------------------------------------------------------------
Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.

Washington Design Center, L.L.C.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.

Greene Street 1998 Exchange Fund L.P.

Commonwealth Atlantic Properties Inc. 3,899,333 194,966,650 78.02%
Commonwealth Atlantic - Crystal City OP Holding Inc. 1,098,667 54,933,350 21.98%

GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC

Meadowbrook Equity Fund II, LLC.

Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC

Newkirk Partners (See attached schedule)

                                                                      --------------------------------------------
                                                                                   Common Units
                                                                      --------------------------------------------

                                                                           A              C                   D
------------------------------------------------------------------------------------------------------------------
             Vornado Realty Trust
             VORNADO REALTY TRUST                                     44,405,331
             Vornado Finance Corp                                     35,282,694
             Vornado Investment Corporation                            3,666,666
             40 East 14 Realty Associates
                 General Partnership                                   1,639,278
             825 Seventh Avenue Holding Corporation                      235,516
             Menands Holdings Corporation                                536,524
             Two Guys From Harrison, N.Y. , Inc.                         180,890

             Washington Design Center, L.L.C.                                  0
             Fourth & D Street Partners LP                                     0
             Merchandise Mart Owners, L.L.C.
             Merchandise Mart Enterprises, L.L.C.                        395,967
             World Trade Center Chicago, L.L.C.                           23,948

             Greene Street 1998 Exchange Fund L.P.

             Commonwealth Atlantic Properties Inc.
             Commonwealth Atlantic - Crystal City OP Holding
             Inc.

             GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
             TMCT II, LLC

             Meadowbrook Equity Fund II, LLC.

             Jacob H Froelich, Jr.                                       202,411
             S.D. Phillips
             George W Lyles
             Canoe House Partners, LLC
             Roaring Gap Limited Partnership
             Phillips Property Company, LLC

             Newkirk Partners (See attached schedule)                  1,432,452

             THE MENDIK PARTNERSHIP, L.P.                                  14024            751,159
             Mendik Holdings L.L.C.                                                       1,767,035
             MENDIK REALTY COMPANY, INC.                                       0
             FW / Mendik  REIT, L.L.C.                                                      486,540
             Mendik RELP Corp.                                                                  846
             2750 Associates                                                                                      0
             2750 Associates Limited Partnership                                                              2,704
             Abrams, Trust U/W/O Ralph                                                                        7,244
             ACI Associates                                                1,057
             Adler, Robert                                                                                    2,496
             Allen & Company Incorporated                                  1,760
             Allen, C. Robert III                                            880
             AMES, EUGENIA                                                                        0
             Alpert, Vicki                                                                                    5,228
             Ambassador Construction Company, Inc.                                                           27,939
             Aschendorf- Shasha, Ellen                                                                        1,710
             Ash, Herbert                                                                                       154
             Aubert, Lysa FBO UWO Barbara Schwartz                                                            4,534
             Aubert, Lysa FBO UWO Ellis Schwartz                                                                  0
             Barr, Thomas                                                                                     1,844
             Barkin, Leonard                                                                                    962
             Batkin, Nancy                                                                                        0
             Batkin, Nancy 1998 Trust u/a/d 5/11/98                          130                              6,338
             Berenson, David                                                                                  1,034
             Berenson, Joan                                                                                   1,382
             Berenson, Richard                                                                                  842
             Berenson, Robert                                                                                 1,762
             Berger, Alice C.                                                                                   374
             Bianculli, Louis                                                                                 5,604
             Bierman, Jacquin                                                                                 5,376
             Blumenthal, Joel Marie                                                                             154
             Braverman, Madlyn                                                90             75,344
             Bonk, Chris                                                                                     35,032
             Burack, Daniel A.                                               176
             Carb, Sally                                                                                      1,793
             Carney, Margaret R.                                                                              1,419
             Carney, Thomas                                                                                       0
             CHAMBERS, ROBERT                                                145                 77           7,961
             CHO Enterprises                                                                                  5,364
             Damson, Barrie                                                1,144
             Dembner, Shirley                                                145                                 78
             Dembner, Shirley UGMA for Lindsey Dembner                                                        3,462
             Doner, Max                                                                                       3,364
             Downey, Michael                                                                 83,226
             Dryfoos, Jacqueline                                                                                962
             Dubrowski, Raymond                                                                               2,304
             Elson, Edward E.                                              1,760
             Evans, Ben                                                                                         104
             Field, Walter L.                                                                                 1,680
             Jesse Fierstein & Co.                                                                            4,045
             Fischer, Alan A.                                                                                 3,364
             Freedman, Robert                                                                                 5,770
             Gershon, Estate of Murray                                                                       10,494
             Getz, Howard                                                                                       333
             Getz, Sandra                                                                                     7,328
             Getz, Sandra & Howard                                                                              748
             Gold, Frederica                                                                                    414
             Ginsberg, Adele                                                                                    932
             Ginsberg, Benedict                                                                                   0
             Goldberg, Clarence                                                                                 916
             Goldring, Stanley                                                                               10,833

                                                                  --------------------------------------------------------
                                                                                  Total                        Value
                                                                                  Common                       Common
                                                                    E             Units                         Units
--------------------------------------------------------------------------------------------------------------------------
             Vornado Realty Trust
             VORNADO REALTY TRUST                                                   44,405,331             $1,460,047,283
             Vornado Finance Corp                                                   35,282,694             $1,160,094,979
             Vornado Investment Corporation                                          3,666,666               $120,559,978
             40 East 14 Realty Associates                                                    0                         $0
                 General Partnership                                                 1,639,278                $53,899,461
             825 Seventh Avenue Holding Corporation                                    235,516                 $7,743,766
             Menands Holdings Corporation                                              536,524                $17,640,909
             Two Guys From Harrison, N.Y. , Inc.                                       180,890                 $5,947,663

             Washington Design Center, L.L.C.                                                0                         $0
             Fourth & D Street Partners LP
             Merchandise Mart Owners, L.L.C.                                                 0                         $0
             Merchandise Mart Enterprises, L.L.C.                                      395,967                $13,019,395
             World Trade Center Chicago, L.L.C.                                         23,948                   $787,410

             Greene Street 1998 Exchange Fund L.P.                                           0                         $0

             Commonwealth Atlantic Properties Inc.                                           0                         $0
             Commonwealth Atlantic - Crystal City OP Holding Inc.                            0                         $0

             GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP                                      0                         $0
             TMCT II, LLC                                                                    0                         $0

             Meadowbrook Equity Fund II, LLC.                                                0                         $0

             Jacob H Froelich, Jr.                                                     202,411                 $6,655,274
             S.D. Phillips                                                                   0                         $0
             George W Lyles                                                                  0                         $0
             Canoe House Partners, LLC                                                       0                         $0
             Roaring Gap Limited Partnership                                                 0                         $0
             Phillips Property Company, LLC                                                  0                         $0

             Newkirk Partners (See attached schedule)                                1,432,452                $47,099,022

             THE MENDIK PARTNERSHIP, L.P.                                              765,183                $25,159,217
             Mendik Holdings L.L.C.                                                  1,767,035                $58,100,111
             MENDIK REALTY COMPANY, INC.                                                     0                         $0
             FW / Mendik  REIT, L.L.C.                      (2)                        486,540                $15,997,435
             Mendik RELP Corp.                                                             846                    $27,816
             2750 Associates                                                                 0                         $0
             2750 Associates Limited Partnership                                         2,704                    $88,908
             Abrams, Trust U/W/O Ralph                                                   7,244                   $238,183
             ACI Associates                                                              1,057                    $34,754
             Adler, Robert                                                               2,496                    $82,068
             Allen & Company Incorporated                                                1,760                    $57,869
             Allen, C. Robert III                                                          880                    $28,934
             AMES, EUGENIA                                                                   0                         $0
             Alpert, Vicki                                                               5,228                   $171,897
             Ambassador Construction Company, Inc.                                      27,939                   $918,634
             Aschendorf- Shasha, Ellen                                                   1,710                    $56,225
             Ash, Herbert                                                                  154                     $5,064
             Aubert, Lysa FBO UWO Barbara Schwartz                                       4,534                   $149,078
             Aubert, Lysa FBO UWO Ellis Schwartz                                             0                         $0
             Barr, Thomas                                                                1,844                    $60,631
             Barkin, Leonard                                                               962                    $31,631
             Batkin, Nancy                                                                   0                         $0
             Batkin, Nancy 1998 Trust u/a/d 5/11/98                                      6,468                   $212,668
             Berenson, David                                                             1,034                    $33,998
             Berenson, Joan                                                              1,382                    $45,440
             Berenson, Richard                                                             842                    $27,685
             Berenson, Robert                                                            1,762                    $57,935
             Berger, Alice C.                                                              374                    $12,297
             Bianculli, Louis                                                            5,604                   $184,260
             Bierman, Jacquin                                                            5,376                   $176,763
             Blumenthal, Joel Marie                                                        154                     $5,064
             Braverman, Madlyn                                                          75,434                 $2,480,270
             Bonk, Chris                                                                35,032                 $1,151,852
             Burack, Daniel A.                                                             176                     $5,787
             Carb, Sally                                                                 1,793                    $58,954
             Carney, Margaret R.                                                         1,419                    $46,657
             Carney, Thomas                                                                  0                         $0
             CHAMBERS, ROBERT                                                            8,183                   $269,057
             CHO Enterprises                                                             5,364                   $176,368
             Damson, Barrie                                                              1,144                    $37,615
             Dembner, Shirley                                                              223                     $7,332
             Dembner, Shirley UGMA for Lindsey Dembner                                   3,462                   $113,831
             Doner, Max                                                                  3,364                   $110,608
             Downey, Michael                                                            83,226                 $2,736,471
             Dryfoos, Jacqueline                                                           962                    $31,631
             Dubrowski, Raymond                                                          2,304                    $75,756
             Elson, Edward E.                                                            1,760                    $57,869
             Evans, Ben                                                                    104                     $3,420
             Field, Walter L.                                                            1,680                    $55,238
             Jesse Fierstein & Co.                                                       4,045                   $133,000
             Fischer, Alan A.                                                            3,364                   $110,608
             Freedman, Robert                                                            5,770                   $189,718
             Gershon, Estate of Murray                                                  10,494                   $345,043
             Getz, Howard                                                                  333                    $10,949
             Getz, Sandra                                                                7,328                   $240,945
             Getz, Sandra & Howard                                                         748                    $24,594
             Gold, Frederica                                                               414                    $13,612
             Ginsberg, Adele                                                               932                    $23,300
             Ginsberg, Benedict                                                              0                         $0
             Goldberg, Clarence                                                            916                    $30,118
             Goldring, Stanley                                                          10,833                   $356,189

                                                                   -----------------------------------------------------------------
                                                                     Percentage
                                                                       Common        Total               Total         Percentage
                                                                        Units        Units               Value           Interest
-----------------------------------------------------------------------------------------------------------------------------------
             Vornado Realty Trust                                                  99,736,138 (1)      $3,323,443,031      75.3327%
             VORNADO REALTY TRUST                                     47.5169%
             Vornado Finance Corp                                     37.7550%
             Vornado Investment Corporation                            3.9236%
             40 East 14 Realty Associates                              0.0000%
                 General Partnership                                   1.7541%
             825 Seventh Avenue Holding Corporation                    0.2520%
             Menands Holdings Corporation                              0.5741%
             Two Guys From Harrison, N.Y. , Inc.                       0.1936%

             Washington Design Center, L.L.C.                          0.0000%        300,000             $15,000,000       0.3400%
             Fourth & D Street Partners LP
             Merchandise Mart Owners, L.L.C.                           0.0000%      1,049,349             $52,467,450       1.1893%
             Merchandise Mart Enterprises, L.L.C.                      0.4237%        395,967             $13,019,395       0.2951%
             World Trade Center Chicago, L.L.C.                        0.0256%         23,948                $787,410       0.0178%

             Greene Street 1998 Exchange Fund L.P.                     0.0000%      3,500,000             $87,500,000       1.9834%

             Commonwealth Atlantic Properties Inc.                     0.0000%      3,899,333            $194,966,650       4.4193%
             Commonwealth Atlantic - Crystal City OP Holding Inc.      0.0000%      1,098,667             $54,933,350       1.2452%

             GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP                0.0000%      8,000,000            $200,000,000       4.5334%
             TMCT II, LLC                                              0.0000%      5,000,000            $125,000,000       2.8334%

             Meadowbrook Equity Fund II, LLC.                          0.0000%        549,336             $27,466,800       0.6226%

             Jacob H Froelich, Jr.                                     0.2166%        352,478             $14,158,624       0.3209%
             S.D. Phillips                                             0.0000%          9,976                $498,800       0.0113%
             George W Lyles                                            0.0000%         70,044              $3,502,200       0.0794%
             Canoe House Partners, LLC                                 0.0000%        200,090             $10,004,500       0.2268%
             Roaring Gap Limited Partnership                           0.0000%        290,158             $14,507,900       0.3289%
             Phillips Property Company, LLC                            0.0000%         27,577              $1,378,850       0.0313%

             Newkirk Partners (See attached schedule)                  1.5328%      1,432,452             $47,099,022       1.0676%

             THE MENDIK PARTNERSHIP, L.P.                              0.8188%        765,183             $25,159,217       0.5703%
             Mendik Holdings L.L.C.                                    1.8909%      1,767,035             $58,100,111       1.3170%
             MENDIK REALTY COMPANY, INC.                               0.0000%              0                      $0       0.0000%
             FW / Mendik  REIT, L.L.C. (2)                             0.5206%        486,540             $15,997,435       0.3626%
             Mendik RELP Corp.                                         0.0009%            846                 $27,816       0.0006%
             2750 Associates                                           0.0000%              0                      $0       0.0000%
             2750 Associates Limited Partnership                       0.0029%          2,704                 $88,908       0.0020%
             Abrams, Trust U/W/O Ralph                                 0.0078%          7,244                $238,183       0.0054%
             ACI Associates                                            0.0011%          1,057                 $34,754       0.0008%
             Adler, Robert                                             0.0027%          2,496                 $82,068       0.0019%
             Allen & Company Incorporated                              0.0019%          1,760                 $57,869       0.0013%
             Allen, C. Robert III                                      0.0009%            880                 $28,934       0.0007%
             AMES, EUGENIA                                             0.0000%              0                      $0       0.0000%
             Alpert, Vicki                                             0.0056%          5,228                $171,897       0.0039%
             Ambassador Construction Company, Inc.                     0.0299%         27,939                $918,634       0.0208%
             Aschendorf- Shasha, Ellen                                 0.0018%          1,710                 $56,225       0.0013%
             Ash, Herbert                                              0.0002%            154                  $5,064       0.0001%
             Aubert, Lysa FBO UWO Barbara Schwartz                     0.0049%          4,534                $149,078       0.0034%
             Aubert, Lysa FBO UWO Ellis Schwartz                       0.0000%              0                      $0       0.0000%
             Barr, Thomas                                              0.0020%          1,844                 $60,631       0.0014%
             Barkin, Leonard                                           0.0010%            962                 $31,631       0.0007%
             Batkin, Nancy                                             0.0000%              0                      $0       0.0000%
             Batkin, Nancy 1998 Trust u/a/d 5/11/98                    0.0069%          6,468                $212,668       0.0048%
             Berenson, David                                           0.0011%          1,034                 $33,998       0.0008%
             Berenson, Joan                                            0.0015%          1,382                 $45,440       0.0010%
             Berenson, Richard                                         0.0009%            842                 $27,685       0.0006%
             Berenson, Robert                                          0.0019%          1,762                 $57,935       0.0013%
             Berger, Alice C.                                          0.0004%            374                 $12,297       0.0003%
             Bianculli, Louis                                          0.0060%          5,604                $184,260       0.0042%
             Bierman, Jacquin                                          0.0058%          5,376                $176,763       0.0040%
             Blumenthal, Joel Marie                                    0.0002%            154                  $5,064       0.0001%
             Braverman, Madlyn                                         0.0807%         75,434              $2,480,270       0.0562%
             Bonk, Chris                                               0.0375%         35,032              $1,151,852       0.0261%
             Burack, Daniel A.                                         0.0002%            176                  $5,787       0.0001%
             Carb, Sally                                               0.0019%          1,793                 $58,954       0.0013%
             Carney, Margaret R.                                       0.0015%          1,419                 $46,657       0.0011%
             Carney, Thomas                                            0.0000%              0                      $0       0.0000%
             CHAMBERS, ROBERT                                          0.0088%          8,183                $269,057       0.0061%
             CHO Enterprises                                           0.0057%          5,364                $176,368       0.0040%
             Damson, Barrie                                            0.0012%          1,144                 $37,615       0.0009%
             Dembner, Shirley                                          0.0002%            223                  $7,332       0.0002%
             Dembner, Shirley UGMA for Lindsey Dembner                 0.0037%          3,462                $113,831       0.0026%
             Doner, Max                                                0.0036%          3,364                $110,608       0.0025%
             Downey, Michael                                           0.0891%         83,226              $2,736,471       0.0620%
             Dryfoos, Jacqueline                                       0.0010%            962                 $31,631       0.0007%
             Dubrowski, Raymond                                        0.0025%          2,304                 $75,756       0.0017%
             Elson, Edward E.                                          0.0019%          1,760                 $57,869       0.0013%
             Evans, Ben                                                0.0001%            104                  $3,420       0.0001%
             Field, Walter L.                                          0.0018%          1,680                 $55,238       0.0013%
             Jesse Fierstein & Co.                                     0.0043%          4,045                $133,000       0.0030%
             Fischer, Alan A.                                          0.0036%          3,364                $110,608       0.0025%
             Freedman, Robert                                          0.0062%          5,770                $189,718       0.0043%
             Gershon, Estate of Murray                                 0.0112%         10,494                $345,043       0.0078%
             Getz, Howard                                              0.0004%            333                 $10,949       0.0002%
             Getz, Sandra                                              0.0078%          7,328                $240,945       0.0055%
             Getz, Sandra & Howard                                     0.0008%            748                 $24,594       0.0006%
             Gold, Frederica                                           0.0004%            414                 $13,612       0.0003%
             Ginsberg, Adele                                           0.0010%            932                 $23,300       0.0005%
             Ginsberg, Benedict                                        0.0000%              0                      $0       0.0000%
             Goldberg, Clarence                                        0.0010%            916                 $30,118       0.0007%
             Goldring, Stanley                                         0.0116%         10,833                $356,189       0.0081%

---------------------------------------------------------
Series D-2 Value Percentage Series D-3
Preferred of of Preferred
Units Series D-2 Series D-2 Units
------------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry
Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

------------------------------------------------------------------------------------------------
Value Percentage Series D-4 Value Percentage Series E-1
of of Preferred of of Preferred
Series D-3 Series D-3 Units Series D-4 Series D-4 Units
------------------------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

-----------------------------------
Value Percentage
of of
Series E-1 Series E-1
----------------------------------------------------------------------------------------------------------------------
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
OESTREICH, SOPHY
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard

                                                                                    ------------------------------------------------
                                                                                                 Common Units
                                                                                    ------------------------------------------------

                                                                                       A                C          D             E
------------------------------------------------------------------------------------------------------------------------------------
             Goldschmidt, Beatrice                                                                              22,045
             GOLDSCHMIDT, CHARLES                                                                       21      10,752
             Goldschmidt, Edward                                                                                12,842
             Goldschmidt, C. Trust U/A/D 7/11/90                                                                     0
             GOLDSCHMIDT, LAWRENCE                                                                      21      92,454
             Goldschmidt, Peter                                                                                  2,796
             Goldschmidt, Richard                                                                                2,796
             Gordon, Melvin                                                                440
             Gorfinkle, Alaine                                                                                     664
             GORFINKLE, LAWRENCE                                                                        21       3,830
             Gould Investors, L.P.                                                     458,964
             GREEN, BERNARD                                                                                      8,548
             Green, Barbara                                                                                      8,546
             GREENBAUM, DAVID R.                                                             0
             Greif, Goldie                                                                                       6,724
             Gutenberg, Bernice                                                                                    688
             H L Silbert trustee U/W of H A Goldman                                                             19,976
             Hagler, Philip                                                                                          0
             HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98                                        77      14,631
             Harteveldt, Robert L.                                                                               5,128
             Hassler, Jane                                                                                       2,797
             Hauser, Rita F.                                                             1,760
             Hirsch, Phillip J.                                                                                    338
             Hirsch, Judith                                                                                        338
             Hrusha, Alan                                                                                        1,844
             Hutner, Anne Trust F/B/O                                                                           15,944
             Hutner, Estate of Irwin                                                                                 0
             INS Realty Associates                                                                                   0
             Fierstein Co.                                                                                      28,415
             Jaffe, Elizabeth                                                                                       76
             Jones, Hazel                                                                                        2,496
             Kaufman, Robert M.                                                                                    338
             Klein, Robin                                                                                        3,364
             KNATTEN INC.                                                                                      248,682
             Knight, Laureine                                                                       10,242
             Komaroff, Stanley                                                                                     576
             Kosloff, Andrea                                                                                        78
              Kosloff, Andrea UGMA  for Adam Kosloff                                                             2,116
              Kosloff, Andrea UGMA for Justin Kosloff                                                            2,116
             Koven, Irving                                                                                           0
             Koven, Corey                                                                                        2,791
             Koven , Esther                                                                                     14,400
             Kowal, Myron as Custodian  for Andrew Kowal                                                             0
             Kramer, Irwin H & Terry Allen  JTWROS                                       1,760
             Kramer, Irwin H & Terry Allen  tt for the Terry Allen Kramer Trust          1,760
             Kramer, Saul                                                                                          652
             KUHN, JAMES D.                                                              2,054     151,217
             Kuhn, Leo                                                                                             902
             Kurshan, Herbert                                                                                    2,496
             Langenmyer Co.                                                                880
             Lauder, Leonard                                                                                     4,660
             Lauder, Ronald                                                                                      4,660
             Leff, Joseph                                                                                        3,364
             Leff, Valerie                                                                                       3,364
             Lefkowitz, Howard                                                                                     414
             LeRoy Partners                                                                                          0
             Liroff, Harriett                                                                                   12,166
             Liroff, Richard                                                                                     1,532
             Loewengart, Irene                                                                                   1,664
             Lovitz, David                                                                                       2,244
             M. WESTPORT ASSOCIATES                                                                  1,365
             M-L Three                                                                   1,760
             Maayan Partners                                                                                     9,616
             Magid, Eleanore                                                                                     2,326
             Mahoney, David J.                                                           1,760
             Mank, Edward H.                                                             1,760
             Marvin, Morton                                                                                        914
             Marvin, Suzanne                                                                                        76
             Maynard, Jean                                                                                       2,304
             Mazer, David                                                                                        6,724
             Mazer, Richard                                                                                      6,724
             McKee, William S.                                                             264
             Meister, Robert A.                                                            880
             MENDIK, BERNARD                                                                 0
             Mendik, Susan                                                                             976         930
             Mendik, Susan Trust u/w/o Jean A. Batkin                                       58                   4,474
             L.C. Migdal & Ellin Kalmus,  Trustees of Murray Silberstein                                        10,256
             Mil Equities                                                                                        6,667
             Myers Group III, Inc.                                                      17,641
             Myers Group IV, Inc.                                                      126,979
             Myers, Israel                                                                 880
             Nevas, Alan                                                                             1,636
             Nevas, Leo                                                                              3,271
             Nicardo Corporation                                                                                                 0
             Novick, Lawrence                                                                                      154
             OESTREICH, DAVID A.                                                                        43      38,808
             OESTREICH, JOAN E.                                                                         43      38,802
             OESTREICH, SOPHY                                                                                        0
             Oppenheimer, Martin J.                                                                                338
             Oppenheimer, Suzanne                                                                                  338
             Oshatz, Michael P.                                                                                      0
             Phillips, Family Trust UWO Edith                                                                        0
             Phillips, Jonathan                                                                                  3,364
             Phillips, Lynn                                                                                      3,364
             Phillips, Estate of John D.                                                                             0
             Plum Partners L.P.                                                                                      0
             Prentice Revocable Trust, 12/12/75                                                                  2,601
             RCAY S.A.                                                                                                           0
             Reichler, Richard                                                                                   5,400
             Reingold, Suzy                                                                224                   4,888
             Roberts, H. Richard                                                                                39,426

                                                                                       -------------------------------------
                                                                                         Total          Value     Percentage
                                                                                         Common         Common      Common
                                                                                         Units          Units        Units
----------------------------------------------------------------------------------------------------------------------------
             Goldschmidt, Beatrice                                                       22,045        $724,840     0.0236%
             GOLDSCHMIDT, CHARLES                                                        10,773        $354,216     0.0115%
             Goldschmidt, Edward                                                         12,842        $422,245     0.0137%
             Goldschmidt, C. Trust U/A/D 7/11/90                                              0              $0     0.0000%
             GOLDSCHMIDT, LAWRENCE                                                       92,475      $3,040,578     0.0990%
             Goldschmidt, Peter                                                           2,796         $91,932     0.0030%
             Goldschmidt, Richard                                                         2,796         $91,932     0.0030%
             Gordon, Melvin                                                                 440         $14,467     0.0005%
             Gorfinkle, Alaine                                                              664         $21,832     0.0007%
             GORFINKLE, LAWRENCE                                                          3,851        $126,621     0.0041%
             Gould Investors, L.P.                                                      458,964     $15,090,736     0.4911%
             GREEN, BERNARD                                                               8,548        $281,058     0.0091%
             Green, Barbara                                                               8,546        $280,992     0.0091%
             GREENBAUM, DAVID R.                                                              0              $0     0.0000%
             Greif, Goldie                                                                6,724        $221,085     0.0072%
             Gutenberg, Bernice                                                             688         $22,621     0.0007%
             H L Silbert trustee U/W of H A Goldman                                      19,976        $656,811     0.0214%
             Hagler, Philip                                                                   0              $0     0.0000%
             HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98                         14,708        $483,599     0.0157%
             Harteveldt, Robert L.                                                        5,128        $168,609     0.0055%
             Hassler, Jane                                                                2,797         $91,965     0.0030%
             Hauser, Rita F.                                                              1,760         $57,869     0.0019%
             Hirsch, Phillip J.                                                             338         $11,113     0.0004%
             Hirsch, Judith                                                                 338         $11,113     0.0004%
             Hrusha, Alan                                                                 1,844         $60,631     0.0020%
             Hutner, Anne Trust F/B/O                                                    15,944        $524,239     0.0171%
             Hutner, Estate of Irwin                                                          0              $0     0.0000%
             INS Realty Associates                                                            0              $0     0.0000%
             Fierstein Co.                                                               28,415        $934,285     0.0304%
             Jaffe, Elizabeth                                                                76          $2,499     0.0001%
             Jones, Hazel                                                                 2,496         $82,068     0.0027%
             Kaufman, Robert M.                                                             338         $11,113     0.0004%
             Klein, Robin                                                                 3,364        $110,608     0.0036%
             KNATTEN INC.                                                               248,682      $8,176,664     0.2661%
             Knight, Laureine                                                            10,242        $336,757     0.0110%
             Komaroff, Stanley                                                              576         $18,939     0.0006%
             Kosloff, Andrea                                                                 78          $2,565     0.0001%
              Kosloff, Andrea UGMA  for Adam Kosloff                                      2,116         $69,574     0.0023%
              Kosloff, Andrea UGMA for Justin Kosloff                                     2,116         $69,574     0.0023%
             Koven, Irving                                                                    0              $0     0.0000%
             Koven, Corey                                                                 2,791         $91,768     0.0030%
             Koven , Esther                                                              14,400        $473,472     0.0154%
             Kowal, Myron as Custodian  for Andrew Kowal                                      0              $0     0.0000%
             Kramer, Irwin H & Terry Allen  JTWROS                                        1,760         $57,869     0.0019%
             Kramer, Irwin H & Terry Allen  tt for the Terry Allen Kramer Trust           1,760         $57,869     0.0019%
             Kramer, Saul                                                                   652         $21,438     0.0007%
             KUHN, JAMES D.                                                             153,271      $5,039,550     0.1640%
             Kuhn, Leo                                                                      902         $29,658     0.0010%
             Kurshan, Herbert                                                             2,496         $82,068     0.0027%
             Langenmyer Co.                                                                 880         $28,934     0.0009%
             Lauder, Leonard                                                              4,660        $153,221     0.0050%
             Lauder, Ronald                                                               4,660        $153,221     0.0050%
             Leff, Joseph                                                                 3,364        $110,608     0.0036%
             Leff, Valerie                                                                3,364        $110,608     0.0036%
             Lefkowitz, Howard                                                              414         $13,612     0.0004%
             LeRoy Partners                                                                   0              $0     0.0000%
             Liroff, Harriett                                                            12,166        $400,018     0.0130%
             Liroff, Richard                                                              1,532         $50,372     0.0016%
             Loewengart, Irene                                                            1,664         $54,712     0.0018%
             Lovitz, David                                                                2,244         $73,783     0.0024%
             M. WESTPORT ASSOCIATES                                                       1,365         $44,881     0.0015%
             M-L Three                                                                    1,760         $57,869     0.0019%
             Maayan Partners                                                              9,616        $316,174     0.0103%
             Magid, Eleanore                                                              2,326         $76,479     0.0025%
             Mahoney, David J.                                                            1,760         $57,869     0.0019%
             Mank, Edward H.                                                              1,760         $57,869     0.0019%
             Marvin, Morton                                                                 914         $30,052     0.0010%
             Marvin, Suzanne                                                                 76          $2,499     0.0001%
             Maynard, Jean                                                                2,304         $75,756     0.0025%
             Mazer, David                                                                 6,724        $221,085     0.0072%
             Mazer, Richard                                                               6,724        $221,085     0.0072%
             McKee, William S.                                                              264          $8,680     0.0003%
             Meister, Robert A.                                                             880         $28,934     0.0009%
             MENDIK, BERNARD                                                                  0              $0     0.0000%
             Mendik, Susan                                                                1,906         $62,669     0.0020%
             Mendik, Susan Trust u/w/o Jean A. Batkin                                     4,532        $149,012     0.0048%
             L.C. Migdal & Ellin Kalmus,  Trustees of Murray Silberstein                 10,256        $337,217     0.0110%
             Mil Equities                                                                 6,667        $219,211     0.0071%
             Myers Group III, Inc.                                                       17,641        $580,036     0.0189%
             Myers Group IV, Inc.                                                       126,979      $4,175,070     0.1359%
             Myers, Israel                                                                  880         $28,934     0.0009%
             Nevas, Alan                                                                  1,636         $53,792     0.0018%
             Nevas, Leo                                                                   3,271        $107,550     0.0035%
             Nicardo Corporation                                                              0              $0     0.0000%
             Novick, Lawrence                                                               154          $5,064     0.0002%
             OESTREICH, DAVID A.                                                         38,851      $1,277,421     0.0416%
             OESTREICH, JOAN E.                                                          38,845      $1,277,224     0.0416%
             OESTREICH, SOPHY                                                                 0              $0     0.0000%
             Oppenheimer, Martin J.                                                         338         $11,113     0.0004%
             Oppenheimer, Suzanne                                                           338         $11,113     0.0004%
             Oshatz, Michael P.                                                               0              $0     0.0000%
             Phillips, Family Trust UWO Edith                                                 0              $0     0.0000%
             Phillips, Jonathan                                                           3,364        $110,608     0.0036%
             Phillips, Lynn                                                               3,364        $110,608     0.0036%
             Phillips, Estate of John D.                                                      0              $0     0.0000%
             Plum Partners L.P.                                                               0              $0     0.0000%
             Prentice Revocable Trust, 12/12/75                                           2,601         $85,521     0.0028%
             RCAY S.A.                                                                        0              $0     0.0000%
             Reichler, Richard                                                            5,400        $177,552     0.0058%
             Reingold, Suzy                                                               5,112        $168,083     0.0055%
             Roberts, H. Richard                                                         39,426      $1,296,327     0.0422%

                                                                                 ----------------------------------------------
                                                                                         Total             Total     Percentage
                                                                                         Units             Value     Interest
-------------------------------------------------------------------------------------------------------------------------------
             Goldschmidt, Beatrice                                                       22,045           $724,840     0.0164%
             GOLDSCHMIDT, CHARLES                                                        10,773           $354,216     0.0080%
             Goldschmidt, Edward                                                         12,842           $422,245     0.0096%
             Goldschmidt, C. Trust U/A/D 7/11/90                                              0                 $0     0.0000%
             GOLDSCHMIDT, LAWRENCE                                                       92,475         $3,040,578     0.0689%
             Goldschmidt, Peter                                                           2,796            $91,932     0.0021%
             Goldschmidt, Richard                                                         2,796            $91,932     0.0021%
             Gordon, Melvin                                                                 440            $14,467     0.0003%
             Gorfinkle, Alaine                                                              664            $21,832     0.0005%
             GORFINKLE, LAWRENCE                                                          3,851           $126,621     0.0029%
             Gould Investors, L.P.                                                      458,964        $15,090,736     0.3421%
             GREEN, BERNARD                                                               8,548           $281,058     0.0064%
             Green, Barbara                                                               8,546           $280,992     0.0064%
             GREENBAUM, DAVID R.                                                              0                 $0     0.0000%
             Greif, Goldie                                                                6,724           $221,085     0.0050%
             Gutenberg, Bernice                                                             688            $22,621     0.0005%
             H L Silbert trustee U/W of H A Goldman                                      19,976           $656,811     0.0149%
             Hagler, Philip                                                                   0                 $0     0.0000%
             HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98                         14,708           $483,599     0.0110%
             Harteveldt, Robert L.                                                        5,128           $168,609     0.0038%
             Hassler, Jane                                                                2,797            $91,965     0.0021%
             Hauser, Rita F.                                                              1,760            $57,869     0.0013%
             Hirsch, Phillip J.                                                             338            $11,113     0.0003%
             Hirsch, Judith                                                                 338            $11,113     0.0003%
             Hrusha, Alan                                                                 1,844            $60,631     0.0014%
             Hutner, Anne Trust F/B/O                                                    15,944           $524,239     0.0119%
             Hutner, Estate of Irwin                                                          0                 $0     0.0000%
             INS Realty Associates                                                            0                 $0     0.0000%
             Fierstein Co.                                                               28,415           $934,285     0.0212%
             Jaffe, Elizabeth                                                                76             $2,499     0.0001%
             Jones, Hazel                                                                 2,496            $82,068     0.0019%
             Kaufman, Robert M.                                                             338            $11,113     0.0003%
             Klein, Robin                                                                 3,364           $110,608     0.0025%
             KNATTEN INC.                                                               248,682         $8,176,664     0.1853%
             Knight, Laureine                                                            10,242           $336,757     0.0076%
             Komaroff, Stanley                                                              576            $18,939     0.0004%
             Kosloff, Andrea                                                                 78             $2,565     0.0001%
              Kosloff, Andrea UGMA  for Adam Kosloff                                      2,116            $69,574     0.0016%
              Kosloff, Andrea UGMA for Justin Kosloff                                     2,116            $69,574     0.0016%
             Koven, Irving                                                                    0                 $0     0.0000%
             Koven, Corey                                                                 2,791            $91,768     0.0021%
             Koven , Esther                                                              14,400           $473,472     0.0107%
             Kowal, Myron as Custodian  for Andrew Kowal                                      0                 $0     0.0000%
             Kramer, Irwin H & Terry Allen  JTWROS                                        1,760            $57,869     0.0013%
             Kramer, Irwin H & Terry Allen  tt for the Terry Allen Kramer Trust           1,760            $57,869     0.0013%
             Kramer, Saul                                                                   652            $21,438     0.0005%
             KUHN, JAMES D.                                                             153,271         $5,039,550     0.1142%
             Kuhn, Leo                                                                      902            $29,658     0.0007%
             Kurshan, Herbert                                                             2,496            $82,068     0.0019%
             Langenmyer Co.                                                                 880            $28,934     0.0007%
             Lauder, Leonard                                                              4,660           $153,221     0.0035%
             Lauder, Ronald                                                               4,660           $153,221     0.0035%
             Leff, Joseph                                                                 3,364           $110,608     0.0025%
             Leff, Valerie                                                                3,364           $110,608     0.0025%
             Lefkowitz, Howard                                                              414            $13,612     0.0003%
             LeRoy Partners                                                                   0                 $0     0.0000%
             Liroff, Harriett                                                            12,166           $400,018     0.0091%
             Liroff, Richard                                                              1,532            $50,372     0.0011%
             Loewengart, Irene                                                            1,664            $54,712     0.0012%
             Lovitz, David                                                                2,244            $73,783     0.0017%
             M. WESTPORT ASSOCIATES                                                       1,365            $44,881     0.0010%
             M-L Three                                                                    1,760            $57,869     0.0013%
             Maayan Partners                                                              9,616           $316,174     0.0072%
             Magid, Eleanore                                                              2,326            $76,479     0.0017%
             Mahoney, David J.                                                            1,760            $57,869     0.0013%
             Mank, Edward H.                                                              1,760            $57,869     0.0013%
             Marvin, Morton                                                                 914            $30,052     0.0007%
             Marvin, Suzanne                                                                 76             $2,499     0.0001%
             Maynard, Jean                                                                2,304            $75,756     0.0017%
             Mazer, David                                                                 6,724           $221,085     0.0050%
             Mazer, Richard                                                               6,724           $221,085     0.0050%
             McKee, William S.                                                              264             $8,680     0.0002%
             Meister, Robert A.                                                             880            $28,934     0.0007%
             MENDIK, BERNARD                                                                  0                 $0     0.0000%
             Mendik, Susan                                                                1,906            $62,669     0.0014%
             Mendik, Susan Trust u/w/o Jean A. Batkin                                     4,532           $149,012     0.0034%
             L.C. Migdal & Ellin Kalmus,  Trustees of Murray Silberstein                 10,256           $337,217     0.0076%
             Mil Equities                                                                 6,667           $219,211     0.0050%
             Myers Group III, Inc.                                                       17,641           $580,036     0.0131%
             Myers Group IV, Inc.                                                       126,979         $4,175,070     0.0946%
             Myers, Israel                                                                  880            $28,934     0.0007%
             Nevas, Alan                                                                  1,636            $53,792     0.0012%
             Nevas, Leo                                                                   3,271           $107,550     0.0024%
             Nicardo Corporation                                                              0                 $0     0.0000%
             Novick, Lawrence                                                               154             $5,064     0.0001%
             OESTREICH, DAVID A.                                                         38,851         $1,277,421     0.0290%
             OESTREICH, JOAN E.                                                          38,845         $1,277,224     0.0290%
             OESTREICH, SOPHY                                                                 0                 $0     0.0000%
             Oppenheimer, Martin J.                                                         338            $11,113     0.0003%
             Oppenheimer, Suzanne                                                           338            $11,113     0.0003%
             Oshatz, Michael P.                                                               0                 $0     0.0000%
             Phillips, Family Trust UWO Edith                                                 0                 $0     0.0000%
             Phillips, Jonathan                                                           3,364           $110,608     0.0025%
             Phillips, Lynn                                                               3,364           $110,608     0.0025%
             Phillips, Estate of John D.                                                      0                 $0     0.0000%
             Plum Partners L.P.                                                               0                 $0     0.0000%
             Prentice Revocable Trust, 12/12/75                                           2,601            $85,521     0.0019%
             RCAY S.A.                                                                        0                 $0     0.0000%
             Reichler, Richard                                                            5,400           $177,552     0.0040%
             Reingold, Suzy                                                               5,112           $168,083     0.0038%
             Roberts, H. Richard                                                         39,426         $1,296,327     0.0294%

                                                                              Series D-2           Value            Percentage
                                                                               Preferred             of                 of
                                                                                 Units           Series D-2         Series D-2
------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                           -----------------------------------------------
                                                                TOTAL         549,336              $27,466,800      100.00%
             -------------------------------------------------------------------------------------------------------------

                                                                        ------------------------------------------------
                                                                         Series D-3      Value            Percentage
                                                                          Preferred        of                 of
                                                                            Units      Series D-3         Series D-3
------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                       ---------------------------------------------------------
                                                       TOTAL             $8,000,000    200,000,000        100.00%
             ---------------------------------------------------------------------------------------------------

                                                                                  ----------------------------------------------
                                                                                       Series D-4       Value         Percentage
                                                                                        Preferred         of              of
                                                                                          Units        Series D-4     Series D-4
--------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                             -----------------------------------------------

                                                                             TOTAL       5,000,000     $125,000,000   100.00%
             ---------------------------------------------------------------------------------------------------------------

                                                                                ----------------------------------------------------
                                                                                Series E-1            Value           Percentage
                                                                                Preferred               of                of
                                                                                  Units             Series E-1        Series E-1
------------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara
             Rolfe, Ronald
             Root, Leon
             Rosenberg, Ilse
             Rosenheim, Edna Revocable Living Trust
             Rosenzveig, Abraham
             Rubashkin, Martin
             Rubin, Murray M.
             Sahid, Joseph
             Saunders, Paul
             Saul, Andrew
             Schacht, Ronald
             Schwartz, Samuel Trust UWO Barbara Schwartz
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz
             Shapiro, Howard
             Shapiro, Howard A.
             Shapiro, Robert I.
             Shasha, Alfred
             Shasha, Alfred A. & Hanina
             Shasha, Alfred & Hanina Trustees UTA 6/8/94
             Shasha, Robert Y.
             Shasha-Kupchick, Leslie
             Sheridan Family Partners, L.P.
             Shine, William
             Shuman, Stanley S.
             Silberstein, John J.
             Silbert, Harvey I.
             Silbert, Harvey I., Trustee u/w Harry A. Goldman
             Simons, Robert
             Simons, Robert - Estate of
             Sims, David
             Skoker, Saul
             Slaner, Estate of Alfred P.
             Steiner, Phillip Harry
             Steiner, Richard Harris
             Strauss, Melville
             Sussman, Walter
             Tannenbaum, Bernard
             Tannenbaum, Bernice
             Tartikoff Living Trust
             Tessler, Allan R.
             Winik, Trust U/W/O Carolyn
             Watt, Emily
             Wang, Kevin
             Weissman, Sheila
             WESTGOMA ASSOCIATES
             Wexler, Monte
             Wexner, Leslie H.
             Williams, John
             WSNH Partners
             Zecap Associates
                                                                 -----------------------------------------------------------
                                                                 TOTAL          4,998,000           249,900,000       100.00%
             ---------------------------------------------------------------------------------------------------------------

                                                                          ---------------------------------------------------------
                                                                                      Common Units
                                                                          ---------------------------------------------------------

                                                                           A                          C              D          E
-----------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara                                                                                            3,364
             Rolfe, Ronald                                                                                          1,844
             Root, Leon                                                             440
             Rosenberg, Ilse                                                                                          576
             Rosenheim, Edna Revocable Living Trust                                                                 1,124
             Rosenzveig, Abraham                                                                                    3,744
             Rubashkin, Martin                                                                                        460
             Rubin, Murray M.                                                                                       3,364
             Sahid, Joseph                                                                                          1,844
             Saunders, Paul                                                                                         1,844
             Saul, Andrew                                                                                          20,196
             Schacht, Ronald                                                                                          988
             Schwartz, Samuel Trust UWO Barbara Schwartz                                                            4,278
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz                                                          256
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz                                                      4,278
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz                                                          256
             Shapiro, Howard                                                                                          932
             Shapiro, Howard A.                                                                                         0
             Shapiro, Robert I.                                                                                     3,364
             Shasha, Alfred                                                                                         5,770
             Shasha, Alfred A. & Hanina                                                                             7,484
             Shasha, Alfred & Hanina Trustees UTA 6/8/94                                                           13,676
             Shasha, Robert Y.                                                                                      1,710
             Shasha-Kupchick, Leslie                                                                                3,418
             Sheridan Family Partners, L.P.                                                                        15,944
             Shine, William                                                                                         2,766
             Shuman, Stanley S.                                                   1,760
             Silberstein, John J.                                                                  75,140
             Silbert, Harvey I.                                                                                    57,409
             Silbert, Harvey I., Trustee u/w Harry A. Goldman                                                      18,716
             Simons, Robert                                                                                             0
             Simons, Robert - Estate of                                                                             3,364
             Sims, David                                                                           52,938
             Skoker, Saul                                                           880
             Slaner, Estate of Alfred P.                                                                                0
             Steiner, Phillip Harry                                                                                 1,124
             Steiner, Richard Harris                                                                                1,124
             Strauss, Melville                                                      880
             Sussman, Walter                                                                                          930
             Tannenbaum, Bernard                                                                                      912
             Tannenbaum, Bernice                                                                                       76
             Tartikoff Living Trust                                                                                 3,364
             Tessler, Allan R.                                                      880
             Winik, Trust U/W/O Carolyn                                                                             3,364
             Watt, Emily                                                                                            1,332
             Wang, Kevin                                                                           72,458
             Weissman, Sheila                                                                                         664
             WESTGOMA ASSOCIATES                                                                        0
             Wexler, Monte                                                          176
             Wexner, Leslie H.                                                   10,563
             Williams, John                                                                                         2,244
             WSNH Partners                                                        2,641
             Zecap Associates                                                                                     106,683
                                                                          ------------------------------------------------------

                                                                   TOTAL     88,661,032         3,533,696       1,256,908      0
             -------------------------------------------------------------------------------------------------------------------

                                                                                     --------------------------------------------
                                                                                      Total           Value            Percentage
                                                                                      Common         Common             Common
                                                                                       Units          Units              Units
--------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara                                                                3,364        $110,608          0.0036%
             Rolfe, Ronald                                                              1,844         $60,631          0.0020%
             Root, Leon                                                                   440         $14,467          0.0005%
             Rosenberg, Ilse                                                              576         $18,939          0.0006%
             Rosenheim, Edna Revocable Living Trust                                     1,124         $36,957          0.0012%
             Rosenzveig, Abraham                                                        3,744        $123,103          0.0040%
             Rubashkin, Martin                                                            460         $15,125          0.0005%
             Rubin, Murray M.                                                           3,364        $110,608          0.0036%
             Sahid, Joseph                                                              1,844         $60,631          0.0020%
             Saunders, Paul                                                             1,844         $60,631          0.0020%
             Saul, Andrew                                                              20,196        $664,044          0.0216%
             Schacht, Ronald                                                              988         $32,485          0.0011%
             Schwartz, Samuel Trust UWO Barbara Schwartz                                4,278        $140,661          0.0046%
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz                              256          $8,417          0.0003%
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz                          4,278        $140,661          0.0046%
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz                              256          $8,417          0.0003%
             Shapiro, Howard                                                              932         $30,644          0.0010%
             Shapiro, Howard A.                                                             0              $0          0.0000%
             Shapiro, Robert I.                                                         3,364        $110,608          0.0036%
             Shasha, Alfred                                                             5,770        $189,718          0.0062%
             Shasha, Alfred A. & Hanina                                                 7,484        $246,074          0.0080%
             Shasha, Alfred & Hanina Trustees UTA 6/8/94                               13,676        $449,667          0.0146%
             Shasha, Robert Y.                                                          1,710         $56,225          0.0018%
             Shasha-Kupchick, Leslie                                                    3,418        $112,384          0.0037%
             Sheridan Family Partners, L.P.                                            15,944        $524,239          0.0171%
             Shine, William                                                             2,766         $90,946          0.0030%
             Shuman, Stanley S.                                                         1,760         $57,869          0.0019%
             Silberstein, John J.                                                      75,140      $2,470,603          0.0804%
             Silbert, Harvey I.                                                        57,409      $1,887,608          0.0614%
             Silbert, Harvey I., Trustee u/w Harry A. Goldman                          18,716     $47,383,515          0.0200%
             Simons, Robert                                                                 0              $0          0.0000%
             Simons, Robert - Estate of                                                 3,364        $110,608          0.0036%
             Sims, David                                                               52,938      $1,740,601          0.0566%
             Skoker, Saul                                                                 880         $28,934          0.0009%
             Slaner, Estate of Alfred P.                                                    0              $0          0.0000%
             Steiner, Phillip Harry                                                     1,124         $36,957          0.0012%
             Steiner, Richard Harris                                                    1,124         $36,957          0.0012%
             Strauss, Melville                                                            880         $28,934          0.0009%
             Sussman, Walter                                                              930         $30,578          0.0010%
             Tannenbaum, Bernard                                                          912         $29,987          0.0010%
             Tannenbaum, Bernice                                                           76          $2,499          0.0001%
             Tartikoff Living Trust                                                     3,364        $110,608          0.0036%
             Tessler, Allan R.                                                            880         $28,934          0.0009%
             Winik, Trust U/W/O Carolyn                                                 3,364        $110,608          0.0036%
             Watt, Emily                                                                1,332         $43,796          0.0014%
             Wang, Kevin                                                               72,458      $2,382,419          0.0775%
             Weissman, Sheila                                                             664         $21,832          0.0007%
             WESTGOMA ASSOCIATES                                                            0              $0          0.0000%
             Wexler, Monte                                                                176          $5,787          0.0002%
             Wexner, Leslie H.                                                         10,563        $347,311          0.0113%
             Williams, John                                                             2,244         $73,783          0.0024%
             WSNH Partners                                                              2,641         $86,836          0.0028%
             Zecap Associates                                                         106,683      $3,507,737          0.1142%
                                                                           --------------------------------------------------
                                                                            TOTAL  93,451,636   3,119,450,580        100.0000%
             ----------------------------------------------------------------------------------------------------------------

                                                                      ----------------------------------------------------------
                                                                         Total                       Total            Percentage
                                                                         Units                       Value             Interest
-------------------------------------------------------------------------------------------------------------------------------
             Roche, Sara                                                 3,364                      $110,608            0.0025%
             Rolfe, Ronald                                               1,844                       $60,631            0.0014%
             Root, Leon                                                    440                       $14,467            0.0003%
             Rosenberg, Ilse                                               576                       $18,939            0.0004%
             Rosenheim, Edna Revocable Living Trust                      1,124                       $36,957            0.0008%
             Rosenzveig, Abraham                                         3,744                      $123,103            0.0028%
             Rubashkin, Martin                                             460                       $15,125            0.0003%
             Rubin, Murray M.                                            3,364                      $110,608            0.0025%
             Sahid, Joseph                                               1,844                       $60,631            0.0014%
             Saunders, Paul                                              1,844                       $60,631            0.0014%
             Saul, Andrew                                               20,196                      $664,044            0.0151%
             Schacht, Ronald                                               988                       $32,485            0.0007%
             Schwartz, Samuel Trust UWO Barbara Schwartz                 4,278                      $140,661            0.0032%
               Schwartz, Samuel Trust FBO UWO Ellis Schwartz               256                        $8,417            0.0002%
             Schwartz, Carolynn Trust FBO UWO Barbara Schwartz           4,278                      $140,661            0.0032%
             Schwartz, Carolynn Trust FBO UWO Ellis Schwartz               256                        $8,417            0.0002%
             Shapiro, Howard                                               932                       $30,644            0.0007%
             Shapiro, Howard A.                                              0                            $0            0.0000%
             Shapiro, Robert I.                                          3,364                      $110,608            0.0025%
             Shasha, Alfred                                              5,770                      $189,718            0.0043%
             Shasha, Alfred A. & Hanina                                  7,484                      $246,074            0.0056%
             Shasha, Alfred & Hanina Trustees UTA 6/8/94                13,676                      $449,667            0.0102%
             Shasha, Robert Y.                                           1,710                       $56,225            0.0013%
             Shasha-Kupchick, Leslie                                     3,418                      $112,384            0.0025%
             Sheridan Family Partners, L.P.                             15,944                      $524,239            0.0119%
             Shine, William                                              2,766                       $90,946            0.0021%
             Shuman, Stanley S.                                          1,760                       $57,869            0.0013%
             Silberstein, John J.                                       75,140                    $2,470,603            0.0560%
             Silbert, Harvey I.                                         57,409                    $1,887,608            0.0428%
             Silbert, Harvey I., Trustee u/w Harry A. Goldman           18,716                   $47,383,515            1.0740%
             Simons, Robert                                                  0                            $0            0.0000%
             Simons, Robert - Estate of                                  3,364                      $110,608            0.0025%
             Sims, David                                                52,938                    $1,740,601            0.0395%
             Skoker, Saul                                                  880                       $28,934            0.0007%
             Slaner, Estate of Alfred P.                                     0                            $0            0.0000%
             Steiner, Phillip Harry                                      1,124                       $36,957            0.0008%
             Steiner, Richard Harris                                     1,124                       $36,957            0.0008%
             Strauss, Melville                                             880                       $28,934            0.0007%
             Sussman, Walter                                               930                       $30,578            0.0007%
             Tannenbaum, Bernard                                           912                       $29,987            0.0007%
             Tannenbaum, Bernice                                            76                        $2,499            0.0001%
             Tartikoff Living Trust                                      3,364                      $110,608            0.0025%
             Tessler, Allan R.                                             880                       $28,934            0.0007%
             Winik, Trust U/W/O Carolyn                                  3,364                      $110,608            0.0025%
             Watt, Emily                                                 1,332                       $43,796            0.0010%
             Wang, Kevin                                                72,458                    $2,382,419            0.0540%
             Weissman, Sheila                                              664                       $21,832            0.0005%
             WESTGOMA ASSOCIATES                                             0                            $0            0.0000%
             Wexler, Monte                                                 176                        $5,787            0.0001%
             Wexner, Leslie H.                                          10,563                      $347,311            0.0079%
             Williams, John                                              2,244                       $73,783            0.0017%
             WSNH Partners                                               2,641                       $86,836            0.0020%
             Zecap Associates                                          106,683                    $3,507,737            0.0795%

                                                    TOTAL          131,385,472                $4,411,689,423          100.0000%
             -----------------------------------------------------------------------------------------------------------------

(2) Pledged. (See Section 11.3 F of the Operating Partnership Agreement.)

Common Units
Vornado                                      85,946,899
Original Mendik Partners                      4,824,039
Newkirk Partners                              1,432,452
Kennedy Partners                                419,915
Freezer Services Partners                       144,620
Westport Partners                                 6,272
770 Broadway Partner                            458,964
20 Broad Partners                                16,064
High Point Partners                              202411
                                   ---------------------
                                              93,451,636
                                   =====================