DEFA14A

UNITED STATES
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) AUGUST 25, 2010

Presidential Realty Corporation

(Exact name of registrant as specified in its charter)

DELAWARE	1-8594	13-1954619
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

180 South Broadway, White Plains, New York	10605
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (914) 948-1300

No change since last Report

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-99.1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

     On August 25, 2010, in connection with the determination by Presidential Realty Corporation (“Presidential”) to submit a plan of liquidation to its stockholders for approval at its next annual meeting, each of Mr. Jeffrey F. Joseph, President and Chief Executive Officer; Thomas Viertel, Chief Financial Officer; and Steven Baruch, Executive Vice President, entered into an amendment (the “Amendments”) to his employment agreement to reduce the compensation otherwise payable to him upon termination of his employment. The Amendments provide that if the respective employments of Messrs. Joseph, Viertel and Baruch are terminated, in lieu of all amounts payable under their employment agreements (which excludes the amounts payable under Presidential’s defined benefit pension plan (the “Pension Plan”)), they will be entitled to receive $1,106,700, $745,400 and $712,900, respectively (each, the “Severance Amount”). The Severance Amount will be paid promptly after Presidential has fully funded its Pension Plan and has at least $2 million of available liquidity as determined pursuant to the Amendments (or $1.5 million, if the Company’s assets have previously been distributed to a liquidating trust pursuant to the plan of liquidation); provided that, commencing with the month following termination, each of Messrs. Joseph, Viertel and Baruch will be entitled to payments of $9,500 per month for the first 18 months following termination and thereafter at $10,000 per month, which payments will reduce the final lump sum payment of his respective Severance Amount. Payments under the employment agreements, as amended, do not affect payments under the Pension Plan.

     The foregoing summary of the Amendments is qualified in its entirety by reference to the complete Amendments, copies of which are filed as exhibits to this Current Report on Form 8-K.

Item 8.01. Other Events

     Attached as Exhibit 99.1 is a copy of a press release issued by Presidential, dated August 26, 2010, announcing that it has filed with the Securities and Exchange Commission, for mailing to its stockholders of record as of September 7, 2010, a preliminary proxy statement seeking approval, at an annual meeting to be held on October 26, 2010, among other things, of the orderly liquidation and dissolution of the Company.

Additional Information and Where You Can Find It

     This Form 8-K is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of Presidential Realty, and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission (the “SEC”) with respect to a proposal to seek stockholder approval of a plan of liquidation. When such documents are filed with the SEC, investors will be urged to thoroughly review and consider the final proxy statement and any other documents filed with the SEC as they will contain important information. Any such documents, once filed, will be available free of charge at the SEC’s website (www.sec.gov).

     Presidential Realty and its directors, executive officers and other members of their management may be deemed to be soliciting proxies from

1

stockholders of Presidential Realty in favor of a proposal to seek stockholder approval of a plan of liquidation. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests in such plan of liquidation of persons who may, under the rules of the SEC, be considered participants in the solicitation of these stockholders in connection with the proposal by reading the preliminary and definitive proxy statement relating thereto when filed with the SEC. Information about the directors and executive officers of Presidential Realty may be found in its Amendment to its Annual Report on Form 10-K filed on April 28,2010. These documents will be available free of charge once available at the SEC’s web site at www.sec.gov.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit	Description
10.1	Thrid Amendment dated August 25, 2010 to Amended and Restated Employment and Consulting Agreement, dated December 12, 2007, between Presidential Realty Corporation and Jeffrey F. Joseph
10.2	Second Amendment dated August 25, 2010 to Amended and Restated Employment and Consulting Agreement, dated December 12, 2007, between Presidential Realty Corporation and Thomas Viertel
10.3	Second Amendment dated August 25, 2010 to Amended and Restated Employment and Consulting Agreement, dated December 12, 2007, between Presidential Realty Corporation and Steven Baruch
99.1	Press Release of the Company, dated August 26, 2010.

2

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.

Date: August 26, 2010

PRESIDENTIAL REALTY CORPORATION
By:	/s/ Jeffrey F. Joseph
	Jeffrey F. Joseph
	President

3

EXHIBIT INDEX

Exhibit	Description
10.1	Third Amendment dated August 25, 2010 to Amended and Restated Employment and Consulting Agreement, dated December 12, 2007, between Presidential Realty Corporation and Jeffrey F. Joseph
10.2	Second Amendment dated August 25, 2010 to Amended and Restated Employment and Consulting Agreement, dated December 12, 2007, between Presidential Realty Corporation and Thomas Viertel
10.3	Second Amendment dated August 25, 2010 to Amended and Restated Employment and Consulting Agreement, dated December 12, 2007, between Presidential Realty Corporation and Steven Baruch
99.1	Press Release of the Company, dated August 26, 2010.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED

EMPLOYMENT AND CONSULTING AGREEMENT

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT (this “Third Amendment”) made as of the 25th day of August, 2010 by and between JEFFREY F. JOSEPH, residing at 19 Stillman Lane, Pleasantville, New York 10570 (“Executive”), and PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 180 South Broadway, White Plains, New York 10605 (the “Company”).

W I T N E S S E T H:

     WHEREAS, Executive and the Company entered into that certain Employment and Consulting Agreement, made January 31, 2005, as of January 1, 2004, which agreement was modified by a First Amendment dated January 3, 2006, then amended and restated as of December 12, 2007 and, as so amended and restated, modified by a First Amendment to Amended and Restated Employment Agreement, dated December 12, 2007, and a letter agreement dated October 13, 2008 (collectively, the “Agreement”); and

     WHEREAS, the parties desire to modify the Agreement.

     NOW, THEREFORE, it is agreed by the parties as follows:

     1. All capitalized terms used in this Third Amendment and not otherwise defined shall have the meaning ascribed thereto in the Agreement.

     2. Notwithstanding anything in the Agreement to the contrary, in addition to any other basis for a termination of the Agreement in accordance with the terms thereof, the Agreement shall terminate on the earlier of (i) that date specified in a notice (the “Termination Notice”) given by the Company to Executive terminating the Agreement, provided that the Termination Notice may not be given prior to November 30, 2010 and the date of termination specified in the Termination Notice shall not be less than one (1) month from the giving of the Termination Notice, and (ii) that date (the “Liquidation Date”) that the Company’s assets are transferred to a

liquidating trust (the earlier of (i) and (ii) above being hereinafter referred to as the “Termination Date”).

     3. Effective as of the Termination Date, the Term of the Agreement (which includes the Employment Term and the Consulting Term) shall end. Further, there shall be no Retirement Period and, accordingly, no Retirement Payments.

     4. (a) Subject to the following, as of the Termination Date, Executive shall have no further right to any compensation, fee or benefit from the Company, including but not limited to any salary, bonus, retirement payment, consulting payment, paid vacation, paid sick leave, fringe benefit, pension contribution (other than as described in Section 5 of this Third Amendment), insurance, or the use of an automobile, which would otherwise have been part of Executive’s compensation package under the Agreement had the same not been terminated (all of said items and/or the cost thereof being sometimes hereinafter referenced to as “Executive’s Overall Compensation”).

          (b) In consideration of the termination of Executive’s right to thereafter earn or receive any of Executive’s Overall Compensation, subject to the following, as of the Termination Date Executive shall be entitled to receive the sum of $1,106,700.00 (the “Lump Sum Amount”), payable in accordance with this Third Amendment. In addition, on the Termination Date, the Company shall sign over to Executive title to the automobile now owned by the Company and used by Executive in performing his duties as such, in its then “as is” condition, provided that if said automobile is damaged between the date hereof and the Termination Date and not repaired, the Company shall pay over to Executive any insurance proceeds received by the Company not used to repair the automobile, less the amount, if any, paid by the Company to provide Executive, in the interim, with a temporary replacement automobile.

     5. (a) At any time hereafter that the Company’s quarterly financial statement reflects that the amount (the “Net Available Cash Amount”) by which the sum of the Company’s (i) cash, (ii) cash equivalents, and (iii) marketable securities, exceeds the sum of (x) the Company’s potential liability for the cost of environmental clean-up at Maple Tree Industrial Park, located in Palmer, Massachusetts, as reflected on said financial statement, and (y) unescrowed tenant security deposits held by the Company, by more than $2,000,000.00, within ten (10) days following the issuance of

said financial statement the Company shall apply the amount by which the Net Available Cash Amount exceeds $2,000,000.00 to satisfy any underfunding in the Company’s Defined Benefit Plan (the “Plan”) which then exists until the Plan is deemed fully-funded. Notwithstanding the foregoing, if at any time following the Liquidation Date the Company’s quarterly financial statement reflects that the Net Available Cash Amount exceeds $1,500,000.00, within ten (10) days thereafter the Company shall apply the amount by which the Net Available Cash Amount exceeds $1,500,000.00 to satisfy any underfunding of the Plan which then exists until the Plan is deemed fully-funded.

          (b) When the Plan has been fully-funded in accordance with the foregoing, the Company shall cause the Plan to be terminated and the proceeds thereof distributed to the participants therein in accordance with their respective allocable share thereof.

     6. The Lump Sum Amount shall be paid as follows:

          (a) On the first day of the first full calendar month following the Termination Date, and on each of the next seventeen (17) monthly anniversaries thereof, the Company shall pay Executive the sum of Nine Thousand Five Hundred and 00/100 ($9,500.00) Dollars, and on each subsequent monthly anniversary (following the aforesaid seventeen (17) monthly anniversaries), the Company shall pay Executive the sum of Ten Thousand and 00/100 ($10,000.00) Dollars, in each case by check, subject to collection, sent to Executive at the address for Executive first set forth above or any other address designated by Executive by notice given to the Company in accordance with the Agreement, provided that any such monthly payment shall not exceed the amount of the Lump Sum Amount then outstanding.

          (b) When the Plan has been fully-funded in accordance with Section 5 of this Third Amendment, at any time thereafter that the Company’s quarterly financial statement reflects that the Net Available Cash Amount exceeds $2,000,000.00 or, following the Liquidation Date, exceeds $1,500,000.00, within ten (10) days following the issuance of said financial statement the Company shall pay to Executive the lesser of (i) 43.15% of the amount by which the Net Available Cash Amount exceeds $2,000,000.00 or $1,500,000.00, as the case may be, and (ii) the Lump Sum Amount then remaining due and owing.

     7. In the event the Company has terminated the Agreement in accordance with this Third Amendment and the Lump Sum Amount has not been paid in full in accordance with Section 6 of this Third Amendment, at any time following the Liquidation Date that all liabilities of the Company have been satisfied other than those remaining under the Agreement, that certain Employment Agreement between the Company and Thomas Viertel, and that certain Employment Agreement between the Company and Jeffrey F. Joseph, the Company shall apply any remaining assets of the Company to (i) first satisfy any underfunding of the Plan that then exists until the Plan is deemed fully-funded (at which time the Plan shall be terminated), and (ii) then up to 43.15% of the balance on account of the remaining unpaid Lump Sum Amount.

     8. Until such time that the Company has both (a) fully-funded the Plan in accordance with this Third Amendment, and (b) if the Agreement has been terminated in accordance with this Third Amendment, paid the Lump Sum Amount in full, the Company shall not pay any dividends to shareholders of the Company except as may be required to maintain the Company’s status as a real estate investment trust.

     9. Should the Company elect to terminate the Agreement in accordance with the terms of this Third Amendment, for a period of eighteen (18) months following the Termination Date, Executive shall render to the Company such consulting services as Executive would have been obligated to provide to the Company in accordance with the Agreement during the Consulting Term.

     10. Except as specifically provided in this Third Amendment, the Agreement shall remain unmodified and in full force and effect.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day and year first above written.

COMPANY: PRESIDENTIAL REALTY CORPORATION
By:	/s/ Robert Feder
	Robert Feder
	Chairman of the Board of Directors
EXECUTIVE:
By:	/s/ Jeffrey F. Joseph
	Jeffrey F. Joseph

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO AMENDED AND RESTATED

EMPLOYMENT AND CONSULTING AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT (this “Second Amendment”) made as of the 25th day of August, 2010 by and between THOMAS VIERTEL, residing at 333 West 56^th Street, Apt 11H, New York, NY 10019 (“Executive”), and PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 180 South Broadway, White Plains, New York 10605 (the “Company”).

W I T N E S S E T H:

     WHEREAS, Executive and the Company entered into that certain Employment and Consulting Agreement, made January 31, 2005, as of January 1, 2004, which agreement was modified by a First Amendment dated January 3, 2006, then amended and restated as of December 12, 2007 and, as so amended and restated, modified by a letter agreement dated October 13, 2008 (collectively, the “Agreement”); and

     WHEREAS, the parties desire to modify the Agreement.

     NOW, THEREFORE, it is agreed by the parties as follows:

     1. All capitalized terms used in this Second Amendment and not otherwise defined shall have the meaning ascribed thereto in the Agreement.

     2. Notwithstanding anything in the Agreement to the contrary, in addition to any other basis for a termination of the Agreement in accordance with the terms thereof, the Agreement shall terminate on the earlier of (i) that date specified in a notice (the “Termination Notice”) given by the Company to Executive terminating the Agreement, provided that the Termination Notice may not be given prior to November 30, 2010 and the date of termination specified in the Termination Notice shall not be less than one (1) month from the giving of the Termination Notice, and (ii) that date (the “Liquidation Date”) that the Company’s assets are transferred to a

liquidating trust (the earlier of (i) and (ii) above being hereinafter referred to as the “Termination Date”).

     3. Effective as of the Termination Date, the Term of the Agreement (which includes the Employment Term and the Consulting Term) shall end. Further, there shall be no Retirement Period and, accordingly, no Retirement Payments.

     4. (a) Subject to the following, as of the Termination Date, Executive shall have no further right to any compensation, fee or benefit from the Company, including but not limited to any salary, bonus, retirement payment, consulting payment, paid vacation, paid sick leave, fringe benefit, pension contribution (other than as described in Section 5 of this Second Amendment), insurance, or the use of an automobile, which would otherwise have been part of Executive’s compensation package under the Agreement had the same not been terminated (all of said items and/or the cost thereof being sometimes hereinafter referenced to as “Executive’s Overall Compensation”).

          (b) In consideration of the termination of Executive’s right to thereafter earn or receive any of Executive’s Overall Compensation, subject to the following, as of the Termination Date Executive shall be entitled to receive the sum of $745,400.00 (the “Lump Sum Amount”), payable in accordance with this Second Amendment. In addition, on the Termination Date, the Company shall sign over to Executive title to the automobile now owned by the Company and used by Executive in performing his duties as such, in its then “as is” condition, provided that if said automobile is damaged between the date hereof and the Termination Date and not repaired, the Company shall pay over to Executive any insurance proceeds received by the Company not used to repair the automobile, less the amount, if any, paid by the Company to provide Executive, in the interim, with a temporary replacement automobile.

     5. (a) At any time hereafter that the Company’s quarterly financial statement reflects that the amount (the “Net Available Cash Amount”) by which the sum of the Company’s (i) cash, (ii) cash equivalents, and (iii) marketable securities, exceeds the sum of (x) the Company’s potential liability for the cost of environmental clean-up at Maple Tree Industrial Park, located in Palmer, Massachusetts, as reflected on said financial statement, and (y) unescrowed tenant security deposits held by the Company, by more than $2,000,000.00, within ten (10) days following the issuance of

said financial statement the Company shall apply the amount by which the Net Available Cash Amount exceeds $2,000,000.00 to satisfy any underfunding in the Company’s Defined Benefit Plan (the “Plan”) which then exists until the Plan is deemed fully-funded. Notwithstanding the foregoing, if at any time following the Liquidation Date the Company’s quarterly financial statement reflects that the Net Available Cash Amount exceeds $1,500,000.00, within ten (10) days thereafter the Company shall apply the amount by which the Net Available Cash Amount exceeds $1,500,000.00 to satisfy any underfunding of the Plan which then exists until the Plan is deemed fully-funded.

          (b) When the Plan has been fully-funded in accordance with the foregoing, the Company shall cause the Plan to be terminated and the proceeds thereof distributed to the participants therein in accordance with their respective allocable share thereof.

     6. The Lump Sum Amount shall be paid as follows:

          (a) On the first day of the first full calendar month following the Termination Date, and on each of the next seventeen (17) monthly anniversaries thereof, the Company shall pay Executive the sum of Nine Thousand Five Hundred and 00/100 ($9,500.00) Dollars, and on each subsequent monthly anniversary (following the aforesaid seventeen (17) monthly anniversaries), the Company shall pay Executive the sum of Ten Thousand and No/100 ($10,000.00) Dollars, in each case by check, subject to collection, sent to Executive at the address for Executive first set forth above or any other address designated by Executive by notice given to the Company in accordance with the Agreement, provided that any such monthly payment shall not exceed the amount of the Lump Sum Amount then outstanding.

          (b) When the Plan has been fully-funded in accordance with Section 5 of this Second Amendment, at any time thereafter that the Company’s quarterly financial statement reflects that the Net Available Cash Amount exceeds $2,000,000.00 or, following the Liquidation Date, exceeds $1,500,000.00, within ten (10) days following the issuance of said financial statement the Company shall pay to Executive the lesser of (i) 29.06% of the amount by which the Net Available Cash Amount exceeds $2,000,000.00 or $1,500,000.00, as the case may be, and (ii) the Lump Sum Amount then remaining due and owing.

     7. In the event the Company has terminated the Agreement in accordance with this Second Amendment and the Lump Sum Amount has not been paid in full in accordance with Section 6 of this Second Amendment, at any time following the Liquidation Date that all liabilities of the Company have been satisfied other than those remaining under the Agreement, that certain Employment Agreement between the Company and Steve H. Baruch, and that certain Employment Agreement between the Company and Jeffrey F. Joseph, the Company shall apply any remaining assets of the Company to (i) first satisfy any underfunding of the Plan that then exists until the Plan is deemed fully-funded (at which time the Plan shall be terminated), and (ii) then up to 29.06% of the balance on account of the remaining unpaid Lump Sum Amount.

     8. Until such time that the Company has both (a) fully-funded the Plan in accordance with this Second Amendment, and (b) if the Agreement has been terminated in accordance with this Second Amendment, paid the Lump Sum Amount in full, the Company shall not pay any dividends to shareholders of the Company except as may be required to maintain the Company’s status as a real estate investment trust.

     9. Should the Company elect to terminate the Agreement in accordance with the terms of this Second Amendment, for a period of eighteen (18) months following the Termination Date, Executive shall render to the Company such consulting services as Executive would have been obligated to provide to the Company in accordance with the Agreement during the Consulting Term.

     10. Except as specifically provided in this Second Amendment, the Agreement shall remain unmodified and in full force and effect.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written.

COMPANY: PRESIDENTIAL REALTY CORPORATION
By:	/s/ Robert Feder
	Robert Feder
	Chairman of the Board of Directors
EXECUTIVE:
By:	/s/ Thomas Viertel
	Thomas Viertel

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO AMENDED AND RESTATED

EMPLOYMENT AND CONSULTING AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT (this “Second Amendment”) made as of the 25th day of August, 2010 by and between STEVEN H. BARUCH, residing at 1 Pondview West, Purchase, New York 10577 (“Executive”), and PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 180 South Broadway, White Plains, New York 10605 (the “Company”).

W I T N E S S E T H:

     WHEREAS, Executive and the Company entered into that certain Employment and Consulting Agreement, made January 31, 2005, as of January 1, 2004, which agreement was modified by a First Amendment dated January 3, 2006, then amended and restated as of December 12, 2007 and, as so amended and restated, modified by a letter agreement dated October 13, 2008 (collectively, the “Agreement”); and

     WHEREAS, the parties desire to modify the Agreement.

     NOW, THEREFORE, it is agreed by the parties as follows:

     1. All capitalized terms used in this Second Amendment and not otherwise defined shall have the meaning ascribed thereto in the Agreement.

     2. Notwithstanding anything in the Agreement to the contrary, in addition to any other basis for a termination of the Agreement in accordance with the terms thereof, the Agreement shall terminate on the earlier of (i) that date specified in a notice (the “Termination Notice”) given by the Company to Executive terminating the Agreement, provided that the Termination Notice may not be given prior to November 30, 2010 and the date of termination specified in the Termination Notice shall not be less than one (1) month from the giving of the Termination Notice, and (ii) that date (the “Liquidation Date”) that the Company’s assets are transferred to a

liquidating trust (the earlier of (i) and (ii) above being hereinafter referred to as the “Termination Date”).

     3. Effective as of the Termination Date, the Term of the Agreement (which includes the Employment Term and the Consulting Term) shall end. Further, there shall be no Retirement Period and, accordingly, no Retirement Payments.

     4. (a) Subject to the following, as of the Termination Date, Executive shall have no further right to any compensation, fee or benefit from the Company, including but not limited to any salary, bonus, retirement payment, consulting payment, paid vacation, paid sick leave, fringe benefit, pension contribution (other than as described in Section 5 of this Second Amendment), insurance, or the use of an automobile, which would otherwise have been part of Executive’s compensation package under the Agreement had the same not been terminated (all of said items and/or the cost thereof being sometimes hereinafter referenced to as “Executive’s Overall Compensation”).

          (b) In consideration of the termination of Executive’s right to thereafter earn or receive any of Executive’s Overall Compensation, subject to the following, as of the Termination Date Executive shall be entitled to receive the sum of $712,900.00 (the “Lump Sum Amount”), payable in accordance with this Second Amendment. In addition, on the Termination Date, the Company shall sign over to Executive title to the automobile now owned by the Company and used by Executive in performing his duties as such, in its then “as is” condition, provided that if said automobile is damaged between the date hereof and the Termination Date and not repaired, the Company shall pay over to Executive any insurance proceeds received by the Company not used to repair the automobile, less the amount, if any, paid by the Company to provide Executive, in the interim, with a temporary replacement automobile.

     5. (a) At any time hereafter that the Company’s quarterly financial statement reflects that the amount (the “Net Available Cash Amount”) by which the sum of the Company’s (i) cash, (ii) cash equivalents, and (iii) marketable securities, exceeds the sum of (x) the Company’s potential liability for the cost of environmental clean-up at Maple Tree Industrial Park, located in Palmer, Massachusetts, as reflected on said financial statement, and (y) unescrowed tenant security deposits held by the Company, by more than $2,000,000.00, within ten (10) days following the issuance of

said financial statement the Company shall apply the amount by which the Net Available Cash Amount exceeds $2,000,000.00 to satisfy any underfunding in the Company’s Defined Benefit Plan (the “Plan”) which then exists until the Plan is deemed fully-funded. Notwithstanding the foregoing, if at any time following the Liquidation Date the Company’s quarterly financial statement reflects that the Net Available Cash Amount exceeds $1,500,000.00, within ten (10) days thereafter the Company shall apply the amount by which the Net Available Cash Amount exceeds $1,500,000.00 to satisfy any underfunding of the Plan which then exists until the Plan is deemed fully-funded.

          (b) When the Plan has been fully-funded in accordance with the foregoing, the Company shall cause the Plan to be terminated and the proceeds thereof distributed to the participants therein in accordance with their respective allocable share thereof.

     6. The Lump Sum Amount shall be paid as follows:

          (a) On the first day of the first full calendar month following the Termination Date, and on each of the next seventeen (17) monthly anniversaries thereof, the Company shall pay Executive the sum of Nine Thousand Five Hundred and 00/100 ($9,500.00) Dollars, and on each subsequent monthly anniversary (following the aforesaid seventeen (17) monthly anniversaries), the Company shall pay Executive the sum of Ten Thousand and 00/100 ($10,000.00) Dollars, in each case by check, subject to collection, sent to Executive at the address for Executive first set forth above or any other address designated by Executive by notice given to the Company in accordance with the Agreement, provided that any such monthly payment shall not exceed the amount of the Lump Sum Amount then outstanding.

          (b) When the Plan has been fully-funded in accordance with Section 5 of this Second Amendment, at any time thereafter that the Company’s quarterly financial statement reflects that the Net Available Cash Amount exceeds $2,000,000.00 or, following the Liquidation Date, exceeds $1,500,000.00, within ten (10) days following the issuance of said financial statement the Company shall pay to Executive the lesser of (i) 27.79% of the amount by which the Net Available Cash Amount exceeds $2,000,000.00 or $1,500,000.00, as the case may be, and (ii) the Lump Sum Amount then remaining due and owing.

     7. In the event the Company has terminated the Agreement in accordance with this Second Amendment and the Lump Sum Amount has not been paid in full in accordance with Section 6 of this Second Amendment, at any time following the Liquidation Date that all liabilities of the Company have been satisfied other than those remaining under the Agreement, that certain Employment Agreement between the Company and Thomas Viertel, and that certain Employment Agreement between the Company and Jeffrey F. Joseph, the Company shall apply any remaining assets of the Company to (i) first satisfy any underfunding of the Plan that then exists until the Plan is deemed fully-funded (at which time the Plan shall be terminated), and (ii) then up to 27.79% of the balance on account of the remaining unpaid Lump Sum Amount.

     8. Until such time that the Company has both (a) fully-funded the Plan in accordance with this Second Amendment, and (b) if the Agreement has been terminated in accordance with this Second Amendment, paid the Lump Sum Amount in full, the Company shall not pay any dividends to shareholders of the Company except as may be required to maintain the Company’s status as a real estate investment trust.

     9. Should the Company elect to terminate the Agreement in accordance with the terms of this Second Amendment, for a period of eighteen (18) months following the Termination Date, Executive shall render to the Company such consulting services as Executive would have been obligated to provide to the Company in accordance with the Agreement during the Consulting Term.

     10. Except as specifically provided in this Second Amendment, the Agreement shall remain unmodified and in full force and effect.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written.

COMPANY: PRESIDENTIAL REALTY CORPORATION
By:	/s/ Robert Feder
	Robert Feder
	Chairman of the Board of Directors
EXECUTIVE:
By:	/s/ Steven H. Baruch
	Steven H. Baruch

EX-99.1

Exhibit 99.1

Presidential Realty Corporation
180 South Broadway
White Plains, N.Y. 10605 (914) 948-1300

NEWS
FOR IMMEDIATE RELEASE
White Plains, New York
August 26, 2010

PRESIDENTIAL REALTY FILES PRELIMINARY PROXY STATEMENT —
SEEKS STOCKHOLDER APPROVAL TO LIQUIDATE AND SELL ALL ITS ASSETS

WHITE PLAINS, NY — August 26, 2010 — Presidential Realty Corporation, a real estate investment trust, today announced that it has filed with the Securities and Exchange Commission a preliminary proxy statement in connection with its Annual Meeting of Stockholders to be held on October 26, 2010. As previously announced by the Company in its filings with the SEC, in addition to the election of directors, the Company is seeking stockholder approval of a plan of liquidation for the sale of the Company’s assets and its orderly liquidation and dissolution. The preliminary proxy statement is available at no charge on the SEC’s website at http://www.sec.gov.

Jeffrey F. Joseph, President of the Company, stated, “Our Board has determined based, among other reasons, on the limited number and nature of our assets, our limited revenues, continuing losses from operations and significant operating expenses relative to our assets, that it is appropriate to seek stockholder approval of the sale of all or substantially all of our assets and authorization to enter into a plan of liquidation and dissolution. However, we will continue to seek strategic alternatives such as a merger, consolidation, tender offer or sale of all or substantially all of our assets in a single transaction with a goal of maximizing stockholder value.”

Additional Information

This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of Presidential Realty, and it is not a substitute for any proxy statement or other filings that may be made with the SEC with respect to a proposal to seek stockholder approval of a plan of liquidation. When such documents are filed with the SEC, investors will be urged to thoroughly review and consider the final proxy statement and any other documents filed with the SEC as they will contain important information. Any such documents, once filed, will be available free of charge at the SEC’s website (www.sec.gov).

Presidential Realty and its directors, executive officers and other members of their management may be deemed to be soliciting proxies from stockholders of Presidential Realty in favor of a proposal to seek stockholder approval of a plan of liquidation. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests in such plan of liquidation of persons who may, under the rules of the SEC, be considered participants in the solicitation of these stockholders in connection with the

proposal by reading the preliminary and definitive proxy statement relating thereto when filed with the SEC.

Forward Looking Statements

This release contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements relate to our outlook or expectations for our assets, expenses, future financial or business performance, results of operations or financial condition, including: statements relating to the benefits and timing of the proposed liquidation; statements relating to the value of our assets; and statements preceded by, followed by or that include the words “will likely result,” “estimate,” “plan,” “assume,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “would,” “should,” “could,” “seek,” “target” or similar expressions. These forward-looking statements are necessarily estimates reflecting the Company’s best judgment and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, include

• our ability to implement the plan of liquidation;

• the risk that the proceeds from the sale of our assets may be substantially below the Company’s estimates;

• the risk that the proceeds from the sale of our assets may not be sufficient to satisfy our obligations to our current and future creditors;

• the risk of stockholder litigation against the plan of liquidation and other unforeseeable expenses related to the proposed liquidation;

• disruption from the liquidation process making it more difficult to maintain relationships with customers or employees; and

• our ability to continue as a REIT.

Except as required by law, Presidential assumes no obligation to update any forward-looking statements.

About Presidential Realty

Presidential Realty Corporation, a real estate investment trust, is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate.

For further information contact:

Jeffrey F. Joseph, President
Presidential Realty Corporation
at the above address and telephone number