EXHIBIT 5



                       [VORNADO REALTY TRUST LETTERHEAD]


                                                              May 29, 2002

Mr. Steven Roth
Chairman and CEO
Vornado Realty Trust
888 7th Avenue
New York, NY

Dear Mr. Roth:

         Reference is made to that certain Stock Pledge Agreement, dated
December 29, 1992, by Steven Roth and Vornado, Inc. (predecessor-in-interest to
Vornado Realty Trust) (the "Stock Pledge Agreement") pursuant to which you
granted to Vornado Realty Trust, a security interest in and a pledge and
assignment of certain common shares of beneficial interest of Vornado Realty
Trust, par value $0.04 per share (the "Common Shares"), owned by you.

         This letter evidences our mutual understanding to release the Common
Shares subject to the Stock Pledge Agreement to you, free of all security
interests or other encumbrances created by the Stock Pledge Agreement, and for
you to pledge options to purchase Common Stock or other satisfactory collateral,
subject to the terms and conditions of the Stock Pledge Agreement. Accordingly,
this letter agreement, when executed by you and a signed counterpart returned to
the undersigned, will modify the Stock Pledge Agreement by deleting the
following text in the introductory paragraph of the Stock Pledge Agrement:

          "1,000,000 shares of Common Stock, par value $0.04 of Vornado, Inc.
          ("Shares"), which are herewith delivered to the Lender."

and replacing it in its entirety with the following:

          "That number of options to purchase common shares of beneficial
          interest of Vornado Realty Trust, par value $0.04 per share, or other
          collateral satisfactory to Vornado Realty Trust ("Shares") with a
          value (such value, in the case of an option to purchase common shares
          of beneficial interest of Vornado Realty Trust, being the product of
          (i) the difference between the current market value of the common
          shares of beneficial interest of Vornado Realty Trust underlying such
          option and the exercise price of such option and (ii) the number of
          common shares of beneficial interest of Vornado Realty Trust subject
          to such option) that is not less than two (2) times the value of all
          then outstanding promissory notes between Vornado Realty Trust and
          Debtor."





         This letter agreement shall be construed in accordance with and
governed in all respects, including validity, interpretation and effect, by the
laws of the State of New Jersey without giving effect to the principles of
conflicts of laws thereof. This letter agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Nothing herein
shall constitute a waiver of any rights under the Stock Pledge Agreement, and,
except as set forth herein, the terms of the Stock Pledge Agreement remain
unmodified and in full force and effect.

                                       Very truly yours,

                                       VORNADO REALTY TRUST

                                       By: /s/ MICHAEL D. FASCITELLI
                                           ------------------------------------
                                           Name:  Michael D. Fascitelli
                                           Title: President


Accepted and Agreed To:

/s/ STEVEN ROTH
-----------------------
Steven Roth