X0303 4 2008-12-21 0 0000069422 INTERGROUP CORP INTG 0000935390 WINFIELD JOHN V THE INTERGROUP CORP 820 MORAGA DRIVE LOS ANGELES CA 90049 1 1 1 0 President and Chairman Common Stock 1388953 D Restricted Stock Units 0 2008-12-21 4 A 0 84628 0 A 2018-12-20 Common Stock 84628 84628 D Options to Purchase Common Stock 7.917 2008-12-21 4 D 0 225000 0 D 2008-12-21 Common Stock 225000 0 D Award of Restricted Stock Units issued pursuant to The InterGroup Corporation 2008 Restricted Stock Unit Plan in exchange for 225,000 previously issued stock options. Pursuant to the 2008 Restricted Stock Unit Plan, no awards shall vest until at least six months after shareholder ratification of the Plan and are subject to other restrictions as to delivery of the shares as may be determined by the Compensation Committee. The Plan is expected to be ratified on February 18, 2009, so the earliest date on which the awards can vest will be August 19, 2009. Options surrendered to The InterGroup Corporation in exchange for 84,628 Restricted Stock Units. Options vested at various dates from December 22, 1998 to December 22, 2000. /s/ John V. Winfield 2008-12-23