Optional Redemption Provisions: Make-Whole Call: | | Not redeemable prior to maturity | | Prior to December 15, 2034 (three months prior to the maturity date of the 2024 D Debentures) (the “2024 D Par Call Date”), the Issuer may redeem the 2024 D Debentures at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2024 D Debentures matured on the 2024 D Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement related to the 2024 D Debentures) plus 15 basis points, less (b) interest accrued to the date of redemption; and (2) 100% of the principal amount of the 2024 D Debentures to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date. | | Prior to September 15, 2054 (six months prior to the maturity date of the 2024 E Debentures) (the “2024 E Par Call Date”), the Issuer may redeem the 2024 E Debentures at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2024 E Debentures matured on the 2024 E Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement related to the 2024 E Debentures) plus 15 basis points, less (b) interest accrued to the date of redemption; and (2) 100% of the principal amount of the 2024 E Debentures to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date. |