Exhibit 4.15


 


	THIS CERTIFICATE IS 

TRANSFERABLE	SEE REVERSE FOR

IMPORTANT NOTICE
	IN THE CITY OF NEW YORK, N.Y.	ON TRANSFER RESTRICTIONS
	 	AND OTHER INFORMATION
	 	 
	 	
    CUSIP
    929042794

    ISIN US US9290427940









 


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 4.45% Series O 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	 	 
		 	
    

    President and Chief Financial Officer

	 	 	 
	 	 	 
	By:	 	 	
	      	Authorized signature	 	Senior Vice President and Secretary


 






    	 	



     


    




 


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.