Common use of Effect of Headings and Table of Contents Clause in Contracts

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Xxxxxxx Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 Total: 4,100,000 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx Xxxxxxx. X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number Principal Amount of Initial Securities Banc of America Securities LLC $ 37,500,000 Citigroup Global Markets Inc. 37,500,000 Credit Suisse First Boston LLC 5,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 5,000,000 Wachovia Capital Markets, LLC 5,000,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia 2,000,000 BNY Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Inc. 2,000,000 Xxxxxx Xxxxxxx Corp. 2,000,000 Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx Xxxxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 2,000,000 Xxxxx Fargo Securities, LLC 102,500 Total: 4,100,000 2,000,000 Total $ 100,000,000 Sch A-1 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number Principal Amount of Initial Securities Banc of America Securities LLC $ 52,500,000 Citigroup Global Markets Inc. 52,500,000 Credit Suisse First Boston LLC 10,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 10,500,000 Wachovia Capital Markets, LLC 10,500,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia 4,500,000 BNY Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Xxxxxxx Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T 3,000,000 Banc One Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 3,000,000 Xxxxx Fargo SecuritiesBrokerage Services, LLC 102,500 3,000,000 Total: 4,100,000 SCHEDULE B Price Schedule$ 150,000,000

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx XXXXXXX X. Xxxxxxxx XXXXXXXX Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, BARNEY INC. WACHOVIA CAPITAL MARKETS, By: BANC OF AMERICA SECURITIES LLC By: /s/ XXXXX X. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number Aggregate Principal Amount Banc of Initial America Securities LLC $ 53,000,000 Xxxxxxx Xxxxx Barney Inc. 18,000,000 Credit Suisse First Boston LLC 8,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 8,000,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia Capital Markets, LLC 410,000 5,000,000 AmSouth Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 2,000,000 BMO Xxxxxxx Xxxxx Corp. 2,000,000 Xxxxxxx Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of 2,000,000 U.S. Bancorp Xxxxx & Xxxxxxxxxxxx, Xxxxxxx Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 2,000,000 Total: 4,100,000 SCHEDULE B Price Schedule$ 100,000,000 Exhibit 1.1

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxx Authorized Signatory Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Citigroup Global Markets Inc. 815,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 815,000 Wachovia Capital Markets, LLC 815,000 Credit Suisse First Boston LLC 460,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 280,000 Xxxxxxx Xxxxx & Associates, Inc. 307,500 280,000 RBC Capital Markets Corporation 307,500 Xxxx Xxxxxxxx Inc. 280,000 BB&T Capital Markets, a Division division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 60,000 Xxxxxxx, Xxxxxx X. Xxxxx & Co. Incorporated 102,500 60,000 Xxxxxx, Xxxxxxxx & CompanyXxxxx Xxxxx, Incorporated 102,500 60,000 Xxxxx Xxxxxxx & Co. 60,000 Xxxxx Fargo Securities, LLC 102,500 15,000 Total: 4,100,000 4,000,000 Sch A-1 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Chief Executive Officer and Vice President, General Counsel and Secretary Chairman of the Board CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX XXXXX BARNEY INC. CREDIT SUISSE FIRST BOSTON CORPORATION X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETSXXXXXX, LLC XXXXX XXXXX, INCORPORATED FIRST UNION SECURITIES, INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 520,000 Xxxxxxx Xxxxx Barney Inc. Corporation 520,000 Credit Suisse First Boston Corporation 390,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia Capital Markets390,000 Xxxxxx, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse Xxxxx Xxxxx, Incorporated 390,000 First Boston LLC 307,500 Xxxxxxx Xxxxx & AssociatesUnion Securities, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 390,000 Total: 4,100,000 2,600,000 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. WACHOVIA CAPITAL MARKETS, By: BANC OF AMERICA SECURITIES LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number Principal Amount of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 Banc of America Securities LLC $ 78,750,000 Citigroup Global Markets Inc. 78,750,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia 3,500,000 BNY Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Inc. 3,500,000 Xxxxxx Xxxxxxx Corp. 3,500,000 Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx Xxxxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 3,500,000 Xxxxx Fargo Securities, LLC 102,500 Total: 4,100,000 3,500,000 Total $ 175,000,000 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx Xxxx Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 600,000 X.X. Xxxxxxx & Sons, Inc. 410,000 240,000 Citigroup Global Markets Inc. 200,000 RBC Capital Markets Corporation 200,000 Wachovia Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 200,000 Xxxxxxx Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 160,000 Total: 4,100,000 1,600,000 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters Underwriter and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ --------------------------- Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Senior Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCEXXXXXXXXX, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETS, LLC XXXXXXXX SECURITIES CORPORATION By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By------------------------- Name: /s/ Xxxxx Xxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives Title: Managing Director As Representative of the Underwriters Underwriter named in Schedule A hereto. SCHEDULE A Name of Underwriter Number Aggregate ------------------- Principal Amount of Initial Securities Xxxxxxx Lynch, Pierce---------- Xxxxxxxxx, Xxxxxx & Xxxxx Incorporated 1,640,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia Capital Markets, LLC 410,000 Bank of America Xxxxxxxx Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Xxxxxxx Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 Total: 4,100,000 $20,000,000 =========== Page 31 SCHEDULE B Price ScheduleSchedule --------------

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx ------------------------------------- Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX XXXXX BARNEY INC. CREDIT SUISSE FIRST BOSTON CORPORATION X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETSFIRST UNION SECURITIES, LLC INC. XXXXXX XXXXXXX INCORPORATED By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx ---------------------------------------- Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 X.X. Xxxxxxx & Sons, Inc. 410,000 Wachovia Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Xxxxxxx Xxxxx & Associates, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 Total: 4,100,000 SCHEDULE B Price ScheduleNUMBER OF INITIAL NAME OF UNDERWRITER SECURITIES ------------------- ----------

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx XXXXXXX X. Xxxxxxxx XXXXXXXX Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX XXXXX BARNEY INC. X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETSSECURITIES, LLC INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx XXXX X. CASE Authorized Signatory For themselves and as Representatives of the Underwriters named in Schedule A hereto. 22 SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 465,000 Xxxxxxx Xxxxx Barney Inc. 465,000 X.X. Xxxxxxx & Sons, Inc. 410,000 310,000 Wachovia Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Xxxxxxx Xxxxx & AssociatesSecurities, Inc. 307,500 RBC Capital Markets Corporation 307,500 BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 310,000 Total: 4,100,000 1,550,000 Sch A-1 SCHEDULE B Price Schedule

Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, REALTY INCOME CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Executive Vice President, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETS, LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxxx Xxxx X. Case Authorized Signatory For themselves itself and as Representatives Representative of the Underwriters named in Schedule A hereto. SCHEDULE A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,640,000 1,125,000 X.X. Xxxxxxx & Sons, Inc. 410,000 375,000 Wachovia Capital Markets, LLC 410,000 Bank of America Securities LLC 307,500 Credit Suisse First Boston LLC 307,500 Xxxxxxx Xxxxx & Associates, 375,000 RBC Xxxx Xxxxxxxx Inc. 307,500 RBC Capital Markets Corporation 307,500 250,000 BB&T Capital Markets, a Division division of Xxxxx & Xxxxxxxxxxxx, Inc. 102,500 Xxxxxx X. Xxxxx & Co. Incorporated 102,500 187,500 Xxxxxx, Xxxxxxxx & CompanyXxxxx Xxxxx, Incorporated 102,500 Xxxxx Fargo Securities, LLC 102,500 187,500 Total: 4,100,000 2,500,000 SCHEDULE B Price Schedule