[Reverse of Security]
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of November 16, 1998 (herein called the Indenture, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as modified by the provisions set forth below and on the face hereof. This Security is one of the series designated on the face hereof, limited initially in aggregate principal amount to $1,000,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.
The Company may redeem the Securities in whole or in part at any time, at its option, prior to July 15, 2032 (three months prior to the maturity date of the Securities) (the Par Call Date) at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest to, but not including, the Redemption Date, and (B) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the principal amount of, and remaining scheduled payments of interest on, the Securities to be redeemed (not including any interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (through to the Par Call Date) at the Treasury Rate (as defined below) plus 45 basis points, plus accrued and unpaid interest to, but not including, the Redemption Date.
The Company may redeem the Securities in whole or in part from time to time, at its option, on or after the Par Call Date at a redemption price equal to 100% of the principal amount of the Securities being redeemed.
The Redemption Price will be calculated assuming a 360-day year consisting of twelve 30-day months.
The Company will deliver notice of any redemption at least 15 days but not more than 45 days before the Redemption Date to each Holder of the Securities to be redeemed.
If the Company chooses to redeem less than all of the Securities of this series, the Company will notify the Trustee at least five Business Days prior to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Securities of this series to be redeemed and their Redemption Date. The Securities of this series to be redeemed in whole or in part will be selected in a manner that complies with the requirements of the Depositary.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption.