New Issue – Book Entry Only Ratings: (See “RATINGS” herein) In the opinion of Edwards Wildman Palmer LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the 2013A Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. Interest on the 2013A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Under existing law, interest on the 2013A Bonds is exempt from State of Vermont personal income taxes and State of Vermont corporate income taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2013A Bonds. See “TAX EXEMPTION” herein. $11,165,000 STATE OF VERMONT Special Obligation Transportation Infrastructure Bonds 2013 Series A Dated: Date of Delivery Due: June 15, as shown below The 2013 Series A Bonds (the “2013A Bonds”) will be issued as fully registered bonds, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), an automated depository for securities and clearinghouse for securities transactions. Purchases of beneficial interests in the 2013A Bonds will be made in book-entry form (without certificates) in the denomination of $5,000 or any integral multiple thereof. So long as DTC, or its nominee, Cede & Co., is the registered owner of the 2013A Bonds, payments of the principal of, premium, if any, and interest on the 2013A Bonds will be made directly to Cede & Co., which will remit such payments to DTC participants, which in return will remit such payments to the beneficial owners of the 2013A Bonds. See “BOOK-ENTRY ONLY SYSTEM” herein. Interest on the 2013A Bonds will be payable semiannually on June 15 and December 15, commencing December 15, 2013. The 2013A Bonds will be subject to redemption prior to maturity as more fully described herein. The 2013A Bonds will be special, limited obligations of the State of Vermont payable from and secured solely by a pledge of Pledged Funds, as defined herein, all rights to receive Pledged Funds, and all Funds and Accounts, other than the Rebate Fund, held under the Trust Agreement dated as of July 1, 2010, as amended and supplemented (the “Trust Agreement”), between the State of Vermont (the “State”) and People’s United Bank, as Trustee (the “Trustee”). Pledged Funds are moneys received or to be received by the State from certain Motor Fuel Transportation Infrastructure Assessment revenues, all as described herein. See “AUTHORIZATION, SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. THE 2013A BONDS ARE NOT GENERAL OBLIGATIONS OF THE STATE AND ARE NOT SECURED BY THE FULL FAITH AND CREDIT OF THE STATE. THE 2013A BONDS ARE PAYABLE ONLY FROM PLEDGED FUNDS AND OTHER MONEYS AVAILABLE TO THE OWNERS OF THE 2013A BONDS UNDER THE TRUST AGREEMENT. 2013 Series A Bonds Due Principal Interest Price or CUSIP Due Principal Interest Price or CUSIP June 15 Amount Rate Yield Number June 15 Amount Rate Yield Number 2014 $340,000 4.00% 0.30% 92428H BS1 2024 $560,000 3.125% 3.15% 92428H CC5 2015 400,000 4.00 0.57 92428H BT9 2025 580,000 3.250 3.35 92428H CD3 2016 415,000 4.00 0.87 92428H BU6 2026 595,000 3.500 3.55 92428H CE1 2017 430,000 4.00 1.17 92428H BV4 2027 620,000 3.625 3.72 92428H CF8 2018 450,000 4.00 1.44 92428H BW2 2028 640,000 4.000 3.87 c 92428H CG6 2019 465,000 4.00 1.77 92428H BX0 2029 665,000 4.000 4.03 92428H CH4 2020 485,000 4.00 2.15 92428H BY8 2030 695,000 4.000 4.11 92428H CJ0 2021 505,000 4.00 2.50 92428H BZ5 2031 720,000 4.000 4.18 92428H CK7 2022 525,000 4.00 2.78 92428H CA9 2032 750,000 4.125 4.25 92428H CL5 2023 545,000 3.00 2.97 c 92428H CB7 2033 780,000 4.250 4.31 92428H CM3 c Priced at the stated yield to the June 15, 2022 redemption date at a price of 100%. See “THE 2013A BONDS – Optional Redemption” herein. The 2013A Bonds are offered subject to the final approving opinion of Edwards Wildman Palmer LLP, Boston, Massachusetts, and to certain other conditions referred to herein and in the Notice of Sale. Public Resources Advisory Group serves as Financial Advisor to the State. It is expected that the 2013A Bonds will be available for delivery in book-entry form through the facilities of DTC in New York, New York on or about August 8, 2013. July 30, 2013 STATE OF VERMONT ELECTED OFFICERS Name PETER E. SHUMLIN, Governor PHILIP B. SCOTT, Lieutenant Governor ELIZABETH A. PEARCE, Treasurer JAMES C. CONDOS, Secretary of State DOUGLAS R. HOFFER, Auditor of Accounts WILLIAM H. SORRELL, Attorney General BOND COUNSEL Edwards Wildman Palmer LLP Boston, Massachusetts FINANCIAL ADVISOR Public Resources Advisory Group Media, Pennsylvania In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. The securities described in this Official Statement have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. No dealer, broker, salesperson, or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement and, if given or made, such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2013A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of the State of Vermont since the date hereof. This Official Statement contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. A number of factors affecting the State’s financial results could cause actual results to differ materially from those stated in the forward-looking statements. TABLE OF CONTENTS INTRODUCTORY STATEMENT .................................................. 1 DEBT SERVICE COVERAGE ..................................................... 15 THE 2013A BONDS........................................................................ 2 FEASIBILITY STUDY ................................................................. 16 Description of the 2013A Bonds .............................................. 2 STATE OF VERMONT TRANSPORTATION PROGRAM ........ 17 Authorization and Purpose ....................................................... 3 Overview ............................................................................... 17 Record Date ............................................................................. 3 Impact of Tropical Storm Irene .............................................. 18 Optional Redemption ............................................................... 3 Financing the Transportation Program ................................... 18 Notice of Redemption .............................................................. 3 Transportation Infrastructure Bond Program ......................... 19 SOURCES AND USES OF FUNDS ............................................... 3 BOOK-ENTRY ONLY SYSTEM ................................................. 19 AUTHORIZATION, SECURITY AND SOURCES OF LITIGATION ................................................................................. 21 PAYMENT FOR THE BONDS .............................................. 4 TAX EXEMPTION ....................................................................... 21 Authorization ........................................................................... 4 Overview of Security Provisions ............................................. 4 FINANCIAL ADVISOR ................................................................ 23 Special Obligations .................................................................. 4 COMPETITIVE SALE OF 2013A BONDS .................................. 23 Source of Pledged Funds ......................................................... 5 RATINGS ...................................................................................... 23 Funds and Accounts ................................................................. 5 LEGAL MATTERS ....................................................................... 23 Flow of Pledged Funds ............................................................ 6 CERTIFICATES OF STATE OFFICERS ..................................... 23 Debt Service Reserve Fund ...................................................... 8 Additional Bonds ..................................................................... 8 Absence of Litigation ............................................................. 23 Subordinated