Holders of the Notes who validly tendered and did not validly withdraw the Notes at or prior to the Early Tender Time and whose Notes are purchased pursuant to the Offers will receive the “Total Consideration” (listed in the table below), which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders of the Notes who validly tender after the Early Tender Time but at or prior to the Expiration Time and whose Notes are purchased pursuant to the Offers subject to proration as provided in the Offer to Purchase, as applicable, will receive the “Tender Offer Consideration” (listed in the table below) which is equal to the Total Consideration minus the Early Tender Premium. In addition, in each case holders will receive accrued and unpaid interest on their Notes up to, but excluding, the applicable settlement date.
|Title of Security/ CUSIP No.||Outstanding Principal Amount||Maximum Series Tender Cap||Reference U.S. Treasury Security||Reference Yield||Fixed Spread (Basis Points)||
||Early Tender Premium (1)||Total Consideration|
|4.875% Medium-Term Notes due 2014 (CUSIP No. 72447WAU3)||$450,000,000||$200,000,000||0.250% due January 31, 2015||0.252%||40||$1,029.80||$30||$1,059.80|
|5.000% Notes due 2015 (CUSIP No. 724479AG5)||$400,000,000||$140,000,000||0.250% due January 31, 2015||0.252%||125||$1,038.95||$30||$1,068.95|
|4.750% Medium-Term Notes due 2016 (CUSIP No. 72447XAA5)||$500,000,000||$130,000,000||0.375% due February 15, 2016||0.402%||200||$1,034.09||$30||$1,064.09|
|(1) Per $1,000 principal amount of Notes.|