0001104659-05-044939 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2005 • Vornado Realty Trust • Real estate investment trusts • New York

Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with you (the “Underwriter”), with respect to the issue and sale by the Company and the purchase by you of the number of 6.625% Series I Cumulative Redeemable Preferred Shares of Beneficial Interest, no par value per share, of the Company (“Preferred Shares”) set forth above. The aforesaid 3,400,000 Preferred Shares to be purchased by you are hereinafter called, collectively, the “Securities.”

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