Exhibit 4.14


 


	THIS CERTIFICATE IS 	SEE REVERSE
FOR
	TRANSFERABLE	IMPORTANT NOTICE
	IN THE CITY OF NEW YORK, N.Y.	ON TRANSFER RESTRICTIONS
	 	AND OTHER INFORMATION
	 	 
	 	
        CUSIP 929042810

        ISIN US US9290428104



 


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)****                       


 


fully paid and nonassessable 5.25% Series N Cumulative
Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, of no par value, of


 


VORNADO REALTY TRUST

________________


 


(the “Trust”), transferable on the books of the
Trust by the holder hereof in person or by 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 until countersigned and registered by
the Transfer Agent and Registrar.


 


WITNESS the facsimile seal and the facsimile
signatures of the duly authorized officers of the Trust.


 


DATED              ****SPECIMEN****                 


 


Countersigned and Registered:


 


[SEAL]


 


AMERICAN STOCK TRANSFER 

      & TRUST COMPANY, LLC

      (New York, New York)


 





	Transfer Agent and Registrar	 	 	 
	 	 	 	 	Executive Vice President – Chief Financial
	 	 	 	 	Officer and Chief Administration Officer



 


	By:		 	 	 
	 	Authorized signature	 	 	President



 






     


     


    

 


VORNADO REALTY TRUST

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 (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 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. 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 though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	–	as tenants in common
	TEN ENT	–	as tenants by the entireties
	JT TEN	–	as joint tenants with right of survivorship and not as tenants in common


 


	UNIF GIFT MIN ACT		 Custodian 		 
	 	(Cust) 	 	(Minor)	 



 


	 	Under Uniform Gifts to Minors Act of	 
	 		 
	 	(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)


 


__________________________________________________ shares of the shares represented
by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________ Attorney to transfer
the said shares on the books of the within named 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.