Unless the certificate of authentication herein has been duly executed by the Trustee referred to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of securities of the Company (the Debt Securities), issued or to be issued in one or more series under an indenture, dated as of January 8, 2007 (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of 3.100% Notes due 2050 initially limited in aggregate principal amount to $500,000,000, except that the Company may, without the consent of the Holders, reopen the series and issue additional notes that have the same ranking, interest rate, Stated Maturity Date and other terms as this Note (except for the issue date and, in some cases, the public offering price and the first interest payment date); provided, however, that a separate CUSIP and ISIN will be issued for any additional notes unless the additional notes and the Notes are fungible for U.S. federal income tax purposes.
Prior to November 1, 2049, the Company may, at the Companys option, redeem the Notes, in whole or from time to time in part. The price payable for any Notes to be redeemed (the Redemption Price) on the date of redemption (each, a Redemption Date) prior to November 1, 2049 will be equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if the Notes matured on November 1, 2049 (not including any portion of such payments of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the Notes being redeemed to, but not including, the Redemption Date. In addition, at any time on or after November 1, 2049, the Company may, at the Companys option, redeem the Notes, in whole or from time to time in part, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the Redemption Date. The principal amount of the Notes called for redemption shall become due on the Redemption Date.
The Company will give written notice of any redemption at least 15 days but not more than 60 days prior to the Redemption Date to each Holder at each such Holders address shown in the Debt Security Register for the Notes (or, as to Notes that are represented by a Global Debt Security, electronically in accordance with the Depositorys procedures). Notwithstanding anything to the contrary herein, notice of any redemption to the Holders of the Notes may, in the Companys discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if applicable, will state that, in the Companys discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed. If fewer than all of the Notes that are not represented by a Global Debt Security are (or if less than all of the principal amount of Notes represented by a Global Debt Security is) to be redeemed, the Trustee will select, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called by such method as the Trustee deems fair and appropriate.
Notwithstanding the foregoing, installments of interest payable on the principal amount of Notes being redeemed that are due and payable on an Interest Payment Date falling on a Redemption Date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to this Note and the Indenture.