X0303 4 2010-09-10 0 0000069422 INTERGROUP CORP INTG 0000935390 WINFIELD JOHN V THE INTERGROUP CORPORATION 10940 WILSHIRE BLVD., SUITE 2150 LOS ANGELES CA 90024 1 1 1 0 Chairman and President Common Stock 2010-09-10 4 M 0 15000 0 A 1458581 D Restricted Stock Units 0 2010-09-10 4 M 0 15000 0 D 2010-09-10 Common Stock 15000 15000 D Employee Stock Options (Right to Buy) 10.3 2020-03-15 Common Stock 100000 100000 D Common Stock acquired upon vesting of Restricted Stock Units issued pursuant to The InterGroup Corporation 2008 Restricted Stock Unit Plan. Each Restricted Stock Unit represents the right to receive, following vesting, one share of Common Stock of The InterGroup Corporation. Restricted Stock Units vest as follows: September 10, 2010 - 15,000 shares; September 10, 2011 - 15,000 shares. As Restricted Stock Units vest, they are converted to vested shares of Common Stock on a one-for-one basis on the vesting date. Stock options have time and performance vesting requirements, both of which have to be met for options to be fully vested and exercisable. Under the time vesting requirements, 20,000 options will vest each year on the aniversary of the date of grant for the next five years. Under the performance vesting requirements, options will vest in increments of 20,000 upon each increase of $2,00 or more in the fair market value of the Company's Common Stock above the exercise price. /s/ Michael G. Zybala, Attorney-in-Fact 2010-09-14