FIRST AMENDMENT TO REALTY INCOME CORPORATION 2012 INCENTIVE AWARD PLAN

Exhibit 10.33

FIRST AMENDMENT TO

REALTY INCOME CORPORATION

2012 INCENTIVE AWARD PLAN

THIS FIRST AMENDMENT TO THE REALTY INCOME CORPORATION 2012 INCENTIVE AWARD PLAN (this “First Amendment”), dated as of November 11, 2016, is made and adopted by the Board of Directors (the “Board”) of Realty Income Corporation, a Maryland corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Realty Income Corporation 2012 Incentive Award Plan (the “Plan”);

WHEREAS, pursuant to Section 14.1 of the Plan, the Plan may be wholly or partially amended at any time or from time to time by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein.

AMENDMENT

1.                                    The second and third sentences of Section 11.2 of the Plan are hereby amended and restated in their entirety as follows:

“The Administrator may in its sole discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as a Participant may have elected or agreed, allow a Participant to satisfy such obligations by any payment means described in Section 11.1 hereof, including without limitation, by having the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allowing the surrender of Shares).  The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in the applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.”

2.                                    This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.

3.                                    Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

[Signature Page Follows]

I hereby certify that the foregoing First Amendment was duly adopted by the Board of Directors of Realty Income Corporation on November 11, 2016.

Executed on this 11th day of November, 2016.

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