X0303 4 2009-01-20 0 0000899689 VORNADO REALTY TRUST VNO 0000904503 ROTH STEVEN 888 SEVENTH AVENUE NEW YORK NY 10019 1 1 0 0 Chairman & CEO Common Shares 2009-01-20 4 D 0 6930 0 D 776464 D Common Shares 7600 I Held by foundation Common Shares 36000 I Held by spouse Common Shares 7443000 I Held by partnership Common Shares 1000000 I Held by grantor retained annuity trusts Phantom Units 2009-01-20 4 A 0 6930 A Common Shares 6930 55410 D In connection with the vesting of these Common Shares, which were previously granted to the Reporting Person pursuant to the Vornado Realty Trust 2002 Omnibus Share Plan, (the "Plan"), in accordance with the terms of the Plan, the Reporting Person elected to defer receipt of the Common Shares by contributing such Shares to the Vornado Realty Trust Non-Qualified Deferred Compensation Plan, (the "Deferred Compensation Plan"). 2,310 of these Common Shares were issued as restricted stock and remain unvested under the terms of the Plan, with each original grant vesting in equal portions over a five year period. These 2,310 Common Shares vest in January of 2010. These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares. These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares. These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 7,443,000 Common Shares, except to the extent of his pecuniary interest. These Common Shares are held in grantor retained annuity trusts. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares. Conversion or exercise price of 1 for 1. The Phantom Units represent compensation deferred by the Reporting Person into interests held through the Deferred Compensation Plan that are valued with respect to the underlying security, which in this case is Vornado Realty Trust Common Shares. The Reporting Person has no right to take possession of the underlying security. The Phantom Units become payable in cash to the Reporting Person commencing upon a distribution at a future date from the Deferred Compensation Plan. /s/ Steven Santora, Attorney in Fact 2009-01-22