Exhibit 4.3


 


	
  Number  *0*

  	
   

  	
  Shares  *0*

  



 


	
  THIS CERTIFICATE IS TRANSFERABLE

  IN THE CITIES OF NEW YORK, N.Y.

  AND CHARLOTTE, N.C.

  	
   

  	
  SEE REVERSE FOR

  IMPORTANT NOTICE

  ON TRANSFER RESTRICTIONS

  AND OTHER INFORMATION

  



 


CUSIP
          


 


VORNADO REALTY
TRUST


a Real Estate
Investment Trust

Formed Under the Laws of the State of Maryland


 


THIS CERTIFIES THAT  **Specimen**


 


is the owner of  **Zero  (0)**


 


fully paid and nonassessable Series A Convertible Preferred Shares of
Beneficial Interest, liquidation preference $50.00 per share, no par value, of


 


VORNADO REALTY
TRUST


 


(the “Trust”), transferable on the books of the Trust by the holder
hereof in person or by its duly authorized attorney, upon surrender of this
Certificate properly endorsed.  This
Certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Declaration of Trust and Bylaws of the
Trust and any amendments thereto.  This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.


 


IN WITNESS WHEREOF, the Trust has caused this
Certificate to be executed on its behalf by its duly authorized officers.


 

















 


	
  DATED

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Countersigned and Registered:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [IMPRESSION OF

  	
   

  	
   

  
	
   

  	
  Transfer Agent

  	
   

  	
  TRUST SEAL]

  	
   

  	
   

  
	
   

  	
  and Registrar

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
									



 


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IMPORTANT
NOTICE


 


The Trust will furnish to any shareholder, on request and without
charge, a full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption of the shares of each
class of beneficial interest which the Trust has authority to issue and, if the
Trust is authorized to issue any preferred or special class in series, (i) the
differences in the relative rights and preferences between the shares of each
series to the extent set, and (ii) the authority of the Board of Trustees to
set such rights and preferences of subsequent series.  The foregoing summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the Declaration of
Trust of the Trust, a copy of which will be sent without charge to each
shareholder who so requests.  Such
request must be made to the Secretary of the Trust at its principal office or
to the Transfer Agent.


 


The shares of Preferred Stock represented by this certificate are
subject to restrictions on ownership and transfer for the purpose of the
Trust’s maintenance of its status as a real estate investment trust (“REIT”) under
the Internal Revenue Code of 1986, as amended (the “Code”).  No Person may Beneficially Own shares of
Preferred Stock of any class in excess of 9.9% of the outstanding Preferred
Equity Stock of such class and no Person may Constructively Own Preferred Stock
of any class in excess of 9.9% of the outstanding Preferred Equity Stock of
such class (unless such person is an Existing Constructive Holder).  Any Person who attempts to Beneficially Own
or Constructively Own Shares in excess of the above limitations must
immediately notify the Trust.  In
addition, the shares of Common Stock into which the shares of Preferred Stock
represented by this certificate are convertible are subject to restrictions on
ownership and transfer for the purpose of the Trust’s maintenance of its status
as a REIT under the Code.  No Person may
Beneficially Own shares of Common Stock in excess of 6.7% of the outstanding
Common Equity Stock of the Trust (unless such Person is an Existing Holder) and
no Person may Constructively Own shares of Common Stock in excess of 9.9% of
the outstanding Common Equity Stock of the Trust (unless such person is an
Existing Constructive Holder).  Any
Person who attempts to Beneficially Own or Constructively Own Shares in excess
of the above limitations must immediately notify the Trust.  Due to the attribution rules that exist with
respect to these ownership limitations, persons holding, or treated as holding
under the relevant attribution rules, shares of Preferred Stock will be
treated, for purposes of the ownership limitations, as owning the shares of
Common Stock into which their shares of Preferred Stock can be converted even
prior to such conversion if such ownership would cause ownership of shares of
Common Stock in excess of the applicable ownership limit.  Accordingly, shareholders should take their
direct and constructive ownership of shares of Common Stock into account in
determining whether they can hold shares of Preferred Stock without violating
the ownership limit with respect to the shares of Common Stock.  All capitalized terms used in this legend
have the meanings set forth in the Declaration of Trust, a copy of which,
including the restrictions on ownership and transfer, will be sent without
charge to each stockholder who so requests. 
Such request must be made to the Secretary of the Trust at its principal
office or to the Transfer Agent.  If the
restrictions on ownership and transfer are violated, the shares of Preferred
Stock represented hereby will be auto­matically exchanged for shares of Excess
Stock which will be held in trust by the Trust.


 


KEEP THIS CERTIFICATE IN A
SAFE PLACE.  IF IT IS LOST, STOLEN

OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A

CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
  -

  	
  as
  tenants in common

  	
  UNIF
  GIFT MIN ACT
              
  Custodian            

  
	
  TEN ENT

  	
  -

  	
  as
  tenants by the entireties

  	
  (Cust)                        (Minor)

  
	
  JJ TEN

  	
   

  	
  -

  	
  as
  joint tenants with right

  	
  Under Uniform Gifts to Minors Act of

  
	
  of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  of
  survivorship and not as tenants

  	
   

  
	
   

  	
   

  	
  is
  common

  	
  (State)

  
					



 


Additional abbreviations may also be used though not in the above list.


 


FOR
VALUE RECEIVED,
                                   
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO


 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)


 


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(                                 )
of the shares of beneficial interest of the Trust represented by this
Certificate and do hereby irrevocably constitute and appoint
                                        
Attorney to transfer the said shares on the books of the Trust, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  
	
   

  	
   

  
				



 


NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


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