Common use of Purchase of the Securities by the Underwriters Clause in Contracts

Purchase of the Securities by the Underwriters. (a) The State Treasury agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury the respective principal amounts of Securities set forth opposite such Underwriter’s name in Schedule II hereto at the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the State Treasury may agree in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to [ ]% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto [ ], 20[ ] to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of [ ] at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)[ ], at the place set forth in Schedule I hereto (20[ ], or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made on the Closing Date by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective aggregate principal amounts amount of Securities Notes set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price to the public of 100%. On the Closing Date (as defined below), the Company will pay to the Underwriters, as an underwriting commission in respect of the public distribution of the Securities as set forth in this Agreement, the commission set forth as follows (“Underwriting Commission”): 2.00% ($2,702,500.00) (Institutional) and 3.15% ($6,768,562.50) (Retail). Such Underwriting Commission may be paid by the Company to the Underwriters by setting off the Underwriting Commission payable by the Company to the Underwriters against the amount payable by the Underwriters to the Company as the purchase price set forth in Schedule I hereto plus accrued interest, if any, from for the date specified in Schedule I hereto to the date of payment and deliverySecurities. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities Notes shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives Representatives, in the case of the Notes, at [●]the offices of Milbank LLP, 00 Xxxxxx Xxxxx, New York, NY 10001, at 10:00 A.M., New York City time time, on the Closing Date (as defined below)April 15, at the place set forth in Schedule I hereto (2021, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery for the Notes is referred to herein as the “Closing Date.” (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package and the Prospectus. As used hereinThe Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Securities shall be registered in such names and in such denominations as the Representatives shall request. Any certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company and the Guarantors acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company or the Guarantors or any day other than person (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters). Additionally, neither the Representatives nor any other Underwriters are advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Securities contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters). Each of the Company and the Guarantors agrees that it will not claim that, in connection with the purchase and sale of the Securities pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Company or any of the Guarantors or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a day fiduciary or similar duty to the Company and the Guarantors. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company or the Guarantors and may in some cases have interests that differ from or conflict with those of the Company or the Guarantors. Each of the Company and the Guarantors hereby consents to each Underwriter acting in the capacities described in the preceding sentence, and the parties to this Agreement acknowledge that any such transaction is a separate transaction from the sale of the Securities contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the extent set forth in any prior separate agreement relating to such other transaction. Each of the Company and the Guarantors shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company or any of the Guarantors with respect thereto. Each of the Company and the Guarantors acknowledges that none of the activities of the Underwriters in connection with the offering of the Securities constitutes a recommendation, investment advice or solicitation or any action by the Underwriters with respect to the Company or the Guarantors. Any review by the Representatives and the other Underwriters of the Company or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted behalf of the Company or required to be closed in New York Citythe Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury the respective principal amounts of Securities set forth opposite such Underwriter’s name in Schedule II hereto at the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●]10:00 A.M., New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the State Treasury may agree in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementhereinafter provided, and each Underwriter, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II hereto at the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and deliveryhereto. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on upon the terms set forth in the Prospectus. The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate Time of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United KingdomSale Information. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives at [●]Representatives, New York City time on the Closing Date (as defined below), at the place closing date set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the State Treasury Company may agree in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City. The time and date of such payment and delivery with respect to the Securities are referred to herein as the Closing Date. (d) Payment for the Securities shall be made against delivery to the nominee of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Securities of one or more global securities (the “Global Security”) representing the Securities, with any transfer taxes payable in connection with the transfer to the Underwriters of the Securities duly paid by the Company. The Global Security will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters named in this Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named in this Agreement of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Operating Partnership the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.520% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from principal amount thereof. The Operating Partnership will not be obligated to deliver any of the date specified in Schedule I hereto Securities except upon payment for all the Securities to the date of payment and deliverybe purchased as provided herein. (b) The State Treasury Operating Partnership understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Operating Partnership acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxxx Xxxxxx LLP, 000 Xxxxxxx Xxx, Xxx Xxxx, Xxx Xxxx 00000 at [●]10:00 a.m., New York City time time, on the Closing Date (as defined below)December 18, at the place set forth in Schedule I hereto (2024, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) ninth business day thereafter, as the Representatives and the State Treasury Operating Partnership may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the account of the Underwriters, of one or more Securities in global form (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Operating Partnership. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 p.m., New York CityCity time, on the business day prior to the Closing Date. (e) The Operating Partnership acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Operating Partnership with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Operating Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Operating Partnership with respect thereto. Any review by the Representatives or any Underwriter of the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Operating Partnership or any other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 96.389% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto November 10, 2009 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representative is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by offices of the State Treasury to the Representatives Company at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)November 25, at the place set forth in Schedule I hereto (2009, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Representative and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company and the Guarantor acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantor or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company and the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company and the Guarantor with respect thereto. Any review by the Underwriters of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantor.

Purchase of the Securities by the Underwriters. (a) The State Treasury Each of the Company and the Guarantor agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company and the Guarantor the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.973% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from principal amount of the date specified in Schedule I hereto Notes. The Company and the Guarantor will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Each of the Company and the Guarantor understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Each of the Company and the Guarantor acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Sidley Austin LLP at 10:00 A.M., London time, on January 19, 2017, or at such other time and or place on the same or such other date, not later than the fifth Business Day business day thereafter (as defined below) thereaftersubject to Section 10 herein), as the Representatives Representatives, the Company and the State Treasury Guarantor may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the common service provider (the “Common Service Provider”) for Euroclear and Clearstream, for the account of the Company against delivery to the Common Service Provider for the respective accounts of the Underwriters of the Global Security representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid, without duplication, by the Company and the Guarantor. As used hereinThe Global Security will be made available for inspection by the Company and the Guarantor not later than 1:00 P.M., London time, on the business day prior to the Closing Date. (e) Each of the Company and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company, the Guarantor or any day other than a day person. Additionally, neither the Representatives nor any other Underwriter are advising the Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on which banks are permitted behalf of the Company, the Guarantor or required to be closed in New York Cityany other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Each of the Company and the Guarantor agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company and the Guarantor the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.835% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from principal amount of the date specified in Schedule I hereto Notes. The Company and the Guarantor will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Each of the Company and the Guarantor understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Each of the Company and the Guarantor acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Sidley Austin llp at 10:00 A.M., London time, on March 8, 2021, or at such other time and or place on the same or such other date, not later than the fifth Business Day business day thereafter (as defined below) thereaftersubject to Section 10 herein), as the Representatives Representatives, the Company and the State Treasury Guarantor may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the common service provider (the “Common Service Provider”) for Euroclear and Clearstream, for the account of the Company against delivery to the Common Service Provider for the respective accounts of the Underwriters of the Global Security representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid, without duplication, by the Company and the Guarantor. As used hereinThe Global Security will be made available for inspection by the Company and the Guarantor not later than 1:00 P.M., London time, on the business day prior to the Closing Date. (e) Each of the Company and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company, the Guarantor or any day other than a day person. Additionally, neither the Representatives nor any other Underwriter are advising the Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on which banks are permitted behalf of the Company, the Guarantor or required to be closed in New York Cityany other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 99.389% of the purchase price set forth in Schedule I hereto principal amount of the Securities plus accrued interest, if any, from the date specified in Schedule I hereto March 9, 2015 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (London offices of X.X. Xxxxxx Securities plc at 10:00 A.M., London time, on March 9, 2015, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery of the Securities in book-entry form through a common depositary or its nominee on behalf of Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”). The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., London time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters named herein are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any day other than a day person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named herein of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s 's name in Schedule II 1 hereto at a price equal to (i) 99.554% of the purchase price set forth principal amount thereof in Schedule I hereto the case of the 2019 Notes, (ii) 99.333% of the principal amount thereof in the case of the 2022 Notes, (iii) 99.087% of the principal amount thereof in the case of the 2024 Notes, (iv) 99.185% of the principal amount thereof in the case of the 2027 Notes and (v) 98.692% of the principal amount thereof in the case of the 2047 Notes, in each case plus accrued interest, if any, from the date specified in Schedule I hereto March 28, 2017 to the date Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)April 10, at the place set forth in Schedule I hereto (2017, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.303% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto August 8, 2007 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that that, to the extent permitted by applicable law, the Underwriters may offer and sell their respective Securities to or through any affiliate Affiliate of an Underwriter and that any such affiliate Affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities will be made at the offices of Xxxxx Xxxxxxxxxx LLP at 10:00 A.M., New York City time, on August 15, 2007, or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives at [●]against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Securities”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Securities will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time time, on the Closing Date (as defined below), at the place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as defined below) thereaftera financial advisor or a fiduciary to, as or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the State Treasury may agree in writing)Underwriters shall have no responsibility or liability to the Company with respect thereto. The time and date Any review by the Underwriters of such payment and delivery is referred to herein as the “Closing Date”. As used hereinCompany, the term “Business Day” means any day transactions contemplated hereby or other than a day matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Each of the Company and the Guarantor agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company and the Guarantor the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.791% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from principal amount of the date specified in Schedule I hereto Notes. The Company and the Guarantor will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Each of the Company and the Guarantor understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Each of the Company and the Guarantor acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Sidley Austin llp at 10:00 A.M., London time, on September 19, 2019, or at such other time and or place on the same or such other date, not later than the fifth Business Day business day thereafter (as defined below) thereaftersubject to Section 10 herein), as the Representatives Representatives, the Company and the State Treasury Guarantor may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the common service provider (the “Common Service Provider”) for Euroclear and Clearstream, for the account of the Company against delivery to the Common Service Provider for the respective accounts of the Underwriters of the Global Security representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid, without duplication, by the Company and the Guarantor. As used hereinThe Global Security will be made available for inspection by the Company and the Guarantor not later than 1:00 P.M., London time, on the business day prior to the Closing Date. (e) Each of the Company and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company, the Guarantor or any day other than a day person. Additionally, neither the Representatives nor any other Underwriter are advising the Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on which banks are permitted behalf of the Company, the Guarantor or required to be closed in New York Cityany other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided named in this AgreementSchedule 1 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at the a purchase price set forth equal to (i) 99.800% of the principal amount of the 2015 Notes and (ii) 98.940% of the principal amount of the 2023 Notes, in Schedule I hereto each case, plus accrued interest, if any, from the date specified in Schedule I hereto February 14, 2013 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions Payment for and delivery of the Securities and (ii) initially to offer shall be made at the Securities offices of Xxxxx Xxxxx LLP, Chicago, Illinois at 9:00 A.M., Chicago time, on February 14, 2013, or at such other time or place on the terms set forth same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in the Prospectuswriting. The State Treasury acknowledges time and agrees that date of such payment and delivery is referred to herein as the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom“Closing Date.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives at [●]against delivery to the nominee of The Depository Trust Company, New York City time on for the Closing Date account of the Underwriters, of one or more global notes representing the Securities (as defined belowcollectively, the “Global Note”), at with any transfer taxes payable in connection with the place set forth in Schedule I hereto (or at such other time and place on sale of the same or such other date, Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 12:00 P.M., Chicago time, on the fifth Business Day business day prior to the Closing Date. (d) The Company acknowledges and agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as defined below) thereaftera financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as the Representatives and the State Treasury may agree to any legal, tax, investment, accounting or regulatory matters in writing)any jurisdiction. The time Company shall consult with its own advisors concerning such matters and date shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such payment and delivery is referred Underwriters shall have no responsibility or liability to herein as the “Closing Date”Company with respect thereto. As used hereinAny review by such Underwriters named in the Underwriting Agreement of the Company, the term “Business Day” means any day transactions contemplated thereby or other than a day matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 99.298% of the purchase price set forth in Schedule I hereto principal amount of the Securities, plus accrued interest, if any, from the date specified in Schedule I hereto May 14, 2021 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on May 14, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives at [●]against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time time, on the business day prior to the Closing Date Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as defined below)a financial advisor or a fiduciary to, at or an agent of, the place set forth Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in Schedule I hereto (any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or at liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such other time and place on transactions will be performed solely for the same benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the State Treasury may agree in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York Cityperson.

Purchase of the Securities by the Underwriters. (ai) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 99.523% of the purchase price set forth in Schedule I hereto principal amount of the Securities plus accrued interest, if any, from the date specified in Schedule I hereto May 19, 2020 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxx Xxxx & Xxxxxxxx LLP, Menlo Park, California at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)May 19, at the place set forth in Schedule I hereto (2020, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Notes”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 99.597%, 99.338%, 99.223%, 98.987% and 98.438% of the purchase price set forth principal amount thereof in Schedule I hereto the case of the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes, respectively, in each case, plus accrued interest, if any, from the date specified in Schedule I hereto May 16, 2017 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)May 16, at the place set forth in Schedule I hereto (2017, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.99% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto principal amount thereof. The Company will not be obligated to the date of payment and delivery. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions deliver any of the Securities and (ii) initially to offer except upon payment for all the Securities on the terms set forth in the Prospectusto be purchased as provided herein. The State Treasury acknowledges Payment for and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions delivery of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)May 26, at the place set forth in Schedule I hereto (2006, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Representative and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used hereinPayment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one global note representing the Securities (the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company or any day other than a day person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective aggregate principal amounts amount of Securities Notes set forth opposite such Underwriter’s name in Schedule II 1 hereto at the purchase a price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date public of payment and delivery100%. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities Notes shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives Representatives, in the case of the Notes, at [●]the offices of Milbank LLP, 00 Xxxxxx Xxxxx, New York, NY 10001, at 10:00 A.M., New York City time time, on the Closing Date (as defined below)March 25, at the place set forth in Schedule I hereto (2024, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery for the Notes is referred to herein as the “Closing Date.” (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package and the Prospectus. As used hereinThe Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (d) On the Closing Date, the term Company will pay to the Underwriters, as an underwriting commission in respect of the public distribution of the Securities as set forth in this Agreement, the commission set forth as follows (“Business Day” means any day other than a day on which banks are permitted or required Underwriting Commission”): 2.00% ($585,000) (Institutional) and 3.15% ($3,803,625) (Retail) of the aggregate principal amount of the Notes. Such Underwriting Commission may be paid by the Company to the Underwriters by setting off the Underwriting Commission payable by the Company to the Underwriters against the amount payable by the Underwriters to the Company as the purchase price for the Securities set forth in Section 2(a). (e) Payment for the Securities to be closed purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Securities shall be registered in such names and in such denominations as the Representatives shall request. Any certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (f) Each of the Company and the Guarantors acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Guarantors or any other person (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters). Additionally, neither the Representatives nor any other Underwriters are advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Securities contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters). Each of the Company and the Guarantors agrees that it will not claim that, in connection with the purchase and sale of the Securities pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Company or any of the Guarantors or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a fiduciary or similar duty to the Company and the Guarantors. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company or the Guarantors and may in some cases have interests that differ from or conflict with those of the Company or the Guarantors. Each of the Company and the Guarantors hereby consents to each Underwriter acting in the capacities described in the preceding sentence, and the parties to this Agreement acknowledge that any such transaction is a separate transaction from the sale of the Securities contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the extent set forth in any prior separate agreement relating to such other transaction. Each of the Company and the Guarantors shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company or any of the Guarantors with respect thereto. Each of the Company and the Guarantors acknowledges that none of the activities of the Underwriters in connection with the offering of the Securities constitutes a recommendation, investment advice or solicitation or any action by the Underwriters with respect to the Company or the Guarantors. Any review by the Representatives and the other Underwriters of the Company or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury Each of the Company and the Guarantor agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company and the Guarantor the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.824% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from principal amount of the date specified in Schedule I hereto Notes. The Company and the Guarantor will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Each of the Company and the Guarantor understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Each of the Company and the Guarantor acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Sidley Austin LLP at 10:00 A.M., London time, on March 6, 2018, or at such other time and or place on the same or such other date, not later than the fifth Business Day business day thereafter (as defined below) thereaftersubject to Section 10 herein), as the Representatives Representatives, the Company and the State Treasury Guarantor may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the common service provider (the “Common Service Provider”) for Euroclear and Clearstream, for the account of the Company against delivery to the Common Service Provider for the respective accounts of the Underwriters of the Global Security representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid, without duplication, by the Company and the Guarantor. As used hereinThe Global Security will be made available for inspection by the Company and the Guarantor not later than 1:00 P.M., London time, on the business day prior to the Closing Date. (e) Each of the Company and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company, the Guarantor or any day other than a day person. Additionally, neither the Representatives nor any other Underwriter are advising the Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on which banks are permitted behalf of the Company, the Guarantor or required to be closed in New York Cityany other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II I hereto at a price equal to 98.915% of the purchase price set forth in Schedule I hereto principal amount thereof, plus accrued interest, if any, from the date specified in Schedule I hereto March 12, 2021, to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Wachtell, Lipton, Xxxxx & Xxxx at [●], 10:00 a.m. (New York City time time) on the Closing Date (as defined below)March 12, at the place set forth in Schedule I hereto (2021, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Company and the State Treasury Representatives may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 p.m. (New York CityCity time) on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule II 1 hereto at the purchase price set forth in Schedule I 2 hereto of the principal amount thereof, plus accrued interest, if any, from the date specified in Schedule I hereto August 12, 2024 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Time of Sale Information and the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for for, and delivery of, the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxxx Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)August 12, at the place set forth in Schedule I hereto (2024 or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) second business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The writing (the time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein). (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Notes”), with any day other transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 94.717% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto June 25, 2009 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at [●]10:00 a.m., New York City time time, on the Closing Date (as defined below)June 25, at the place set forth in Schedule I hereto (2009, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 p.m., New York CityCity time, on the business day prior to the Closing Date. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective aggregate principal amounts amount of Securities Notes set forth opposite such Underwriter’s name in Schedule II 1 hereto at the purchase a price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date public of payment and delivery100%. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities Notes shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives Representatives, in the case of the Notes, at [●]the offices of Milbank LLP, 00 Xxxxxx Xxxxx, New York, NY 10001, at 10:00 A.M., New York City time time, on the Closing Date (as defined below)December 9, at the place set forth in Schedule I hereto (2021, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery for the Notes is referred to herein as the “Closing Date.” (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package and the Prospectus. As used hereinThe Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (d) On the Closing Date, the term Company will pay to the Underwriters, as an underwriting commission in respect of the public distribution of the Securities as set forth in this Agreement, the commission set forth as follows (“Business Day” means any day other than a day on which banks are permitted or required Underwriting Commission”): 2.00% ($1,582,500.00) (Institutional) and 3.15% ($5,697,562.50) (Retail) of the aggregate principal amount of the Notes. Such Underwriting Commission may be paid by the Company to the Underwriters by setting off the Underwriting Commission payable by the Company to the Underwriters against the amount payable by the Underwriters to the Company as the purchase price for the Securities set forth in Section 2(a). (e) Payment for the Securities to be closed purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Securities shall be registered in such names and in such denominations as the Representatives shall request. Any certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (f) Each of the Company and the Guarantors acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Guarantors or any other person (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters). Additionally, neither the Representatives nor any other Underwriters are advising the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Securities contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters). Each of the Company and the Guarantors agrees that it will not claim that, in connection with the purchase and sale of the Securities pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Company or any of the Guarantors or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a fiduciary or similar duty to the Company and the Guarantors. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company or the Guarantors and may in some cases have interests that differ from or conflict with those of the Company or the Guarantors. Each of the Company and the Guarantors hereby consents to each Underwriter acting in the capacities described in the preceding sentence, and the parties to this Agreement acknowledge that any such transaction is a separate transaction from the sale of the Securities contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the extent set forth in any prior separate agreement relating to such other transaction. Each of the Company and the Guarantors shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company or any of the Guarantors with respect thereto. Each of the Company and the Guarantors acknowledges that none of the activities of the Underwriters in connection with the offering of the Securities constitutes a recommendation, investment advice or solicitation or any action by the Underwriters with respect to the Company or the Guarantors. Any review by the Representatives and the other Underwriters of the Company or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 95.612% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto August 14, 2009 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at [●]10:00 a.m., New York City time time, on the Closing Date (as defined below)August 14, at the place set forth in Schedule I hereto (2009, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 p.m., New York CityCity time, on the business day prior to the Closing Date. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s 's name in Schedule II 1 hereto at a price equal to 98.500% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto February 5, 2013 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representative is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)February 5, at the place set forth in Schedule I hereto (2013, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Representative and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Notes”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

Purchase of the Securities by the Underwriters. (a) (i) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Firm Securities set forth opposite such Underwriter’s name in Schedule II I hereto at a price equal to 96.85% of the principal amount thereof for retail orders ($24.2125 purchase price set forth in Schedule I hereto respect of $156,400,000 aggregate principal amount) and 98.00% of the principal amount thereof for institutional orders ($24.50 purchase price in respect of $93,600,000 aggregate principal amount), plus accrued interest, if any, from September 23, 2020 to the date specified First Time of Delivery (as defined below) and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the price for retail orders described above, that portion of the principal amount of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to avoid purchases of Securities other than in integral multiples of $25) determined by multiplying such principal amount of Optional Securities by a fraction the numerator of which is the maximum principle amount of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum principal amount of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to $37,500,000 aggregate principal amount of its 4.750% Junior Subordinated Notes due 2060, at the price for retail orders set forth above, for the sole purpose of covering over-allotments, if any. Any such election to purchase Optional Securities may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of payment this Agreement and delivery. setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (bas defined in Section 2(b) hereof), or unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten “business days” (as defined in Section 14(b) hereof) after the date of such notice; provided that such election with respect to Optional Securities to be delivered on the First Time of Delivery may be effected by a notice dated at least one business day before the First Time of Delivery. The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and The Company will comply with all applicable provisions not be obligated to deliver any of the Financial Services Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and Markets Axx 0000 delivery with respect to anything done by it the Securities will be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M., New York City time, on September 23, 2020, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in relation writing, and with respect to the Optional Securities, 10:00 AM, New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Securities, or such other time and date as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Firm Securities inis referred to herein as the “First Time of Delivery”; each such time and date for delivery of the Optional Securities, from or otherwise involving if not the United KingdomFirst Time of Delivery, is herein called a “Second Time of Delivery”; and each such time and date for delivery is herein called a “Time of Delivery.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the State Treasury Company to the Representatives at [●]against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time time, on the Closing Date business day prior to each Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as defined below)a financial advisor or a fiduciary to, at or an agent of, the place set forth in Schedule I hereto (Company or at such any other time and place on the same or such other dateperson. Additionally, not later than the fifth Business Day (as defined below) thereafter, as neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the State Treasury may agree in writing)Underwriters shall have no responsibility or liability to the Company with respect thereto. The time and date Any review by the Underwriters of such payment and delivery is referred to herein as the “Closing Date”. As used hereinCompany, the term “Business Day” means any day transactions contemplated hereby or other than a day matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Each of the Company and the Guarantor agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company and the Guarantor the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.777% of the purchase price set forth in Schedule I hereto plus accrued interest, if any, from principal amount of the date specified in Schedule I hereto Notes. The Company and the Guarantor will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Each of the Company and the Guarantor understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Each of the Company and the Guarantor acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Sidley Austin LLP at 10:00 A.M., London time, on October 9, 2018, or at such other time and or place on the same or such other date, not later than the fifth Business Day business day thereafter (as defined below) thereaftersubject to Section 10 herein), as the Representatives Representatives, the Company and the State Treasury Guarantor may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the common service provider (the “Common Service Provider”) for Euroclear and Clearstream, for the account of the Company against delivery to the Common Service Provider for the respective accounts of the Underwriters of the Global Security representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid, without duplication, by the Company and the Guarantor. As used hereinThe Global Security will be made available for inspection by the Company and the Guarantor not later than 1:00 P.M., London time, on the business day prior to the Closing Date. (e) Each of the Company and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company, the Guarantor or any day other than a day person. Additionally, neither the Representatives nor any other Underwriter are advising the Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on which banks are permitted behalf of the Company, the Guarantor or required to be closed in New York Cityany other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.35% of the purchase price set forth in Schedule I hereto principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto July 2, 2012 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representative is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxxx & Xxxxxx L.L.P. at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)July 2, at the place set forth in Schedule I hereto (2012, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Representative and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery of the Securities to the Representative through the facilities of The Depository Trust Company (“DTC”), for the account of the Underwriters. As used hereinConcurrently, the term Company shall deliver to the Trustee, as custodian for DTC, one or more global notes representing the Securities (collectively, the “Business Day” means Global Note”), with any day transfer taxes payable in connection with the sale of the Securities duly paid by the Company. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities and the Guarantees contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other than a day person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own respective advisors concerning such matters and shall be responsible for making their own respective independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative (whether acting on which banks are permitted behalf of the Underwriters or required itself) or any other Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be closed in New York Cityperformed solely for the benefit of the Underwriters or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.599% of the purchase principal amount of the 2029 Notes and at a price set forth in Schedule I hereto plus accrued interest, if any, from equal to 97.453% of the date specified in Schedule I hereto principal amount of the 2048 Notes. The Company will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of X.X. Xxxxxx Securities LLC at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)December 17, at the place set forth in Schedule I hereto (2018, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery of the Securities in book-entry form to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means any day other Global Note”). The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters named herein are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named herein of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to 98.016% of the purchase principal amount of the 2031 Notes and at a price set forth in Schedule I hereto plus accrued interest, if any, from equal to 96.971% of the date specified in Schedule I hereto principal amount of the 2041 Notes. The Company will not be obligated to deliver any of the date of Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at [●]10:00 A.M., New York City time time, on the Closing Date (as defined below)August 19, at the place set forth in Schedule I hereto (2021, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery of the Securities in book-entry form to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means any day other Global Note”). The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters named herein are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named herein of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II I hereto at a price equal to 98.594% of the purchase price set forth in Schedule I hereto principal amount thereof, plus accrued interest, if any, from the date specified in Schedule I hereto March 1, 2016 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Wachtell, Lipton, Xxxxx & Xxxx at [●], 10:00 a.m. (New York City time time) on the Closing Date (as defined below)March 1, at the place set forth in Schedule I hereto (2016, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Company and the State Treasury Representatives may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 p.m. (New York CityCity time) on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person.

Purchase of the Securities by the Underwriters. (a) (i) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Firm Securities set forth opposite such Underwriter’s name in Schedule II I hereto at a price equal to 96.85% of the principal amount thereof for retail orders ($24.2125 purchase price set forth per Security in Schedule I hereto respect of $184,182,500 aggregate principal amount) and 98.00% of the principal amount thereof for institutional orders ($24.50 purchase price per Security in respect of $215,817,500 aggregate principal amount), plus accrued interest, if any, from March 20, 2024 to the date specified First Time of Delivery (as defined below) and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the price for retail orders described above, that portion of the principal amount of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to avoid purchases of Securities other than in integral multiples of $25) determined by multiplying such principal amount of Optional Securities by a fraction the numerator of which is the maximum principle amount of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum principal amount of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to $50,000,000 aggregate principal amount of its 6.750% Junior Subordinated Notes due 2064, at the price for retail orders set forth above, for the sole purpose of covering over-allotments, if any. Any such election to purchase Optional Securities may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of payment this Agreement and delivery. setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (bas defined in Section 2(b) hereof), or unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten “business days” (as defined in Section 14(b) hereof) after the date of such notice; provided that such election with respect to Optional Securities to be delivered on the First Time of Delivery may be effected by a notice dated at least one business day before the First Time of Delivery. The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and The Company will comply with all applicable provisions not be obligated to deliver any of the Financial Services Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and Markets Axx 0000 delivery with respect to anything done by it the Securities will be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on March 20, 2024, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in relation writing, and with respect to the Optional Securities, 10:00 AM, New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Securities, or such other time and date as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Firm Securities inis referred to herein as the “First Time of Delivery”; each such time and date for delivery of the Optional Securities, from or otherwise involving if not the United KingdomFirst Time of Delivery, is herein called a “Second Time of Delivery”; and each such time and date for delivery is herein called a “Time of Delivery.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the State Treasury Company to the Representatives at [●]against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time time, on the Closing Date business day prior to each Time of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as defined below)a financial advisor or a fiduciary to, at or an agent of, the place set forth in Schedule I hereto (Company or at such any other time and place on the same or such other dateperson. Additionally, not later than the fifth Business Day (as defined below) thereafter, as neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the State Treasury may agree in writing)Underwriters shall have no responsibility or liability to the Company with respect thereto. The time and date Any review by the Underwriters of such payment and delivery is referred to herein as the “Closing Date”. As used hereinCompany, the term “Business Day” means any day transactions contemplated hereby or other than a day matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company (x) the respective aggregate principal amounts amount of Securities 2026 Notes set forth opposite such Underwriter’s name in on Schedule II 1 hereto at a price equal to 99.875% of the purchase price principal amount thereof and (y) the aggregate principal amount of 2028 Notes set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.875% of the principal amount thereof, in Schedule I hereto each case, plus accrued interest, if any, from the date specified in Schedule I hereto January 25, 2018 to the date Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents ; provided that (i) such offers and warrants tosales are made on the basis of the representations, warranties and agrees with, agreements of the State Treasury that it has complied Underwriters and will comply otherwise in accordance with all applicable the provisions of the Financial Services this Agreement as if such affiliates were named as Underwriters hereunder and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom(ii) such Underwriter shall be responsible for any actions of its affiliates. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at [●]9:00 A.M., New York City time time, on the Closing Date (as defined below)January 25, at the place set forth in Schedule I hereto (2018, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Representative and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters, of one or more global notes representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of arm’s-length contractual counterparties to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (the “Offering”) (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the term “Business Day” means Company, the Guarantors or any day other than a day person. Additionally, no Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction pursuant to this agreement. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted behalf of the Company or required to be closed in New York Citythe Guarantors.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided named in this the Underwriting Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at the a purchase price set forth in Schedule I hereto equal to 98.25% of the principal amount thereof plus accrued interest, if any, from the date specified in Schedule I hereto June 16, 2003 to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions Payment for and delivery of the Securities and (ii) initially to offer will be made at the Securities offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on June 16, 2003, or at such other time or place on the terms set forth same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in the Prospectuswriting. The State Treasury acknowledges time and agrees that date of such payment and delivery is referred to herein as the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom“Closing Date”. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury Company to the Representatives at [●]Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time time, on the Closing Date (as defined below), at business prior to the place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the State Treasury may agree in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

Purchase of the Securities by the Underwriters. (a) The State Treasury agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the State Treasury Issuer the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to (i) with respect to the purchase price set forth 2026 Notes, 99.90% of the principal amount thereof, (ii) with respect to the 2028 Notes, 99.85% of the principal amount thereof, (iii) with respect to the 2030 Notes, 99.80% of the principal amount thereof, (iv) with respect to the 2033 Notes, 99.75% of the principal amount thereof and (v) with respect to the 2053 Notes, 99.45% of the principal amount thereof, in Schedule I hereto each case, plus accrued interest, if any, from the date specified in Schedule I hereto April 20, 2023, to the date Closing Date (as defined below). The Issuer will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Issuer understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Securities Underwriters is advisable, and (ii) initially to offer the Securities on the terms set forth in the Final Prospectus. The State Treasury Issuer acknowledges and agrees that the Underwriters each Underwriter may offer and sell their respective Securities to or through any affiliate of an such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 11:00 A.M., Tokyo time, on April 20, 2023, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Underwriters and the State Treasury Issuer may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) The Company will deliver, or cause to be delivered, the term Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., as operator of the Euroclear system, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Business Day” means Global Notes”), with any day transfer taxes payable in connection with the sale of the Securities duly paid by the Issuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other than a day on which banks are permitted information that would have reduced or required eliminated the withholding or deduction of such taxes. Payment for the Securities shall be made by wire transfer in immediately available funds, to be closed received by the Company no later than the Closing Date, in New York CityJapanese yen to the account(s) specified to the Underwriters by the Issuer. Delivery of the Securities will be initiated against the irrevocable release by the Underwriters of the wire transfer in the amount of the purchase price for the Securities. The Global Notes will be made available for inspection by the Underwriters not later than twenty-four hours prior to the Closing Date. (e) The Issuer acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, the Underwriters are not advising the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Underwriters of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementAgreement and the Guarantors agree to guarantee the Securities pursuant to the terms of the Indenture, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities the 2023 Notes and the 2043 Notes set forth opposite such Underwriter’s name in Schedule II 2 hereto at a price equal to 99.272% of the purchase price set forth principal amount of the 2023 Notes and 98.678% of the principal amount of the 2043 Notes, in Schedule I hereto each case, plus accrued interest, if any, from the date specified in Schedule I hereto September 17, 2013 to the date Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury understands Company and each Guarantor understand that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms and conditions set forth in the Prospectus. The State Treasury Company and each Guarantor acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives at [●]offices of McGuireWoods LLP, New York City time on the Closing Date (as defined below)000 Xxxxx Xxxxx Xxxxxx, Suite 3000, Charlotte, North Carolina 28202, at the place set forth in Schedule I hereto (10:00 a.m., Eastern Time, on September 17, 2013, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives and the State Treasury Company may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (the “DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 P.M., New York CityCity time, on the business day prior to the Closing Date. (e) The Company and each Guarantor acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company and the Guarantors with respect thereto. Any review by the Underwriters of the Company, any Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, any Guarantor or any other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II I hereto at a price equal to 98.788% of the purchase price set forth in Schedule I hereto principal amount thereof, plus accrued interest, if any, from the date specified in Schedule I hereto February 2, 2018, to the date Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the State Treasury to the Representatives offices of Wachtell, Lipton, Xxxxx & Xxxx at [●], 10:00 a.m. (New York City time time) on the Closing Date (as defined below)February 2, at the place set forth in Schedule I hereto (2018, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Company and the State Treasury Representatives may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date”. As used herein. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the term “Business Day” means Global Note”), with any day other transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than a day on which banks are permitted or required to be closed in 1:00 p.m. (New York CityCity time) on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person.

Purchase of the Securities by the Underwriters. (a) The State Treasury Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury Company the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II I hereto at a price equal to 98.481% of the principal amount thereof ($393,924,000 purchase price set forth in Schedule I hereto respect of $400,000,000 aggregate principal amount), plus accrued interest, if any, from the date specified in Schedule I hereto February 6, 2014 to the date Time of payment and delivery. Delivery (bas defined below) (the “Purchase Price”). The State Treasury Company understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon after the effectiveness of this Agreement as in the judgment of the Securities Representatives is advisable, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The State Treasury Company acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and The Company will comply with all applicable provisions not be obligated to deliver any of the Financial Services Securities except upon payment for all the Securities to be purchased as provided herein. (a) Payment for and Markets Axx 0000 delivery with respect to anything done by it in relation to the Securities inwill be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, from Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on February 11, 2014, or otherwise involving at such other time or place on the United Kingdomsame or such other date, not later than the third business day thereafter, as the Representatives and the Company may agree upon in writing, or such other time and date as the Representatives and the Company may agree upon in writing. The time and date of payment and delivery for the Securities is referred to herein as the “Time of Delivery.” (cb) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the State Treasury Company to the Representatives at [●]against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time time, on the Closing Date business day prior to the Time of Delivery. (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as defined below)a financial advisor or a fiduciary to, at or an agent of, the place set forth in Schedule I hereto (Company or at such any other time and place on the same or such other dateperson. Additionally, not later than the fifth Business Day (as defined below) thereafter, as neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the State Treasury may agree in writing)Underwriters shall have no responsibility or liability to the Company with respect thereto. The time and date Any review by the Underwriters of such payment and delivery is referred to herein as the “Closing Date”. As used hereinCompany, the term “Business Day” means any day transactions contemplated hereby or other than a day matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on which banks are permitted or required to be closed in New York Citybehalf of the Company.

Purchase of the Securities by the Underwriters. (a) The State Treasury agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the State Treasury Issuer the respective principal amounts amount of Securities set forth opposite such Underwriter’s name in Schedule II 1 hereto at a price equal to (i) with respect to the purchase price set forth 2026 Notes, 99.90% of the principal amount thereof, (ii) with respect to the 2028 Notes, 99.85% of the principal amount thereof, (iii) with respect to the 2033 Notes, 99.75% of the principal amount thereof, (iv) with respect to the 2043 Notes, 99.55% of the principal amount thereof and (v) with respect to the 2058 Notes, 99.40% of the principal amount thereof, in Schedule I hereto each case, plus accrued interest, if any, from the date specified in Schedule I hereto November 29, 2023, to the date Closing Date. The Issuer will not be obligated to deliver any of the Securities except upon payment and deliveryfor all the Securities to be purchased as provided herein. (b) The State Treasury Issuer understands that the several Underwriters intend (i) to make a public offering of their respective portions the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Securities Underwriters is advisable, and (ii) initially to offer the Securities on the terms set forth in the Final Prospectus. The State Treasury Issuer acknowledges and agrees that the Underwriters each Underwriter may offer and sell their respective Securities to or through any affiliate of an such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Axx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [●], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 11:00 A.M., Tokyo time, on November 29, 2023, or at such other time and or place on the same or such other date, not later than the fifth Business Day (as defined below) business day thereafter, as the Representatives Underwriters and the State Treasury Issuer may agree upon in writing). The time and date of such payment and delivery is referred to herein as the “Closing Date.”. As used herein (d) The Company will deliver, or cause to be delivered, the term Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., as operator of the Euroclear system, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Business Day” means Global Notes”), with any day transfer taxes payable in connection with the sale of the Securities duly paid by the Issuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other than a day on which banks are permitted information that would have reduced or required eliminated the withholding or deduction of such taxes. Payment for the Securities shall be made by wire transfer in immediately available funds, to be closed received by the Company no later than the Closing Date, in New York CityJapanese yen to the account(s) specified to the Underwriters by the Issuer. Delivery of the Securities will be initiated against the irrevocable release by the Underwriters of the wire transfer in the amount of the purchase price for the Securities. The Global Notes will be made available for inspection by the Underwriters not later than twenty-four hours prior to the Closing Date. (e) The Issuer acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, the Underwriters are not advising the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Underwriters of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer.