NATIONAL RETAIL PROPERTIES, INC. 3,200,000 Depositary Shares Each Representing 1/100th of a share of 7.375% Series C Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (Liquidation Preference Equivalent to $25.00 Per Depositary Share)...Underwriting Agreement • October 12th, 2006 • National Retail Properties, Inc. • Real estate investment trusts • New York
National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representatives (the “Representatives”) 3,200,000 shares (the “Firm Shares”) of its depositary shares (the “Depositary Shares”), each representing 1/100th of a share of the Company’s 7.375% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 480,000 Depositary Shares solely to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, hereinafter called the “Shares”). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
