Issuer:

Format:

Trade Date:

Settlement Date (T+5):

Special Mandatory

Redemption:

Concurrently with the initial issuance of the Notes, the Issuer will enter into an escrow agreement with U.S. Bank National Association, the trustee for the Notes, which will act as escrow agent (the “escrow agent”), pursuant to which the Issuer will deposit, or cause to be deposited, into an account under the control of the escrow agent the net proceeds from the initial issuance of the Notes (together with any other property from time to time held in the escrow account, the “escrow property”). As long as the escrow property is deposited with the escrow agent, it will be invested by the escrow agent at the Issuer’s instruction in U.S. Treasury securities and certain other permitted investments as directed by the Issuer. In order to cause the escrow agent to release the escrow property to the Issuer, on or prior to November 27, 2020 (the “outside date”), the Issuer must deliver an officer’s certificate to the escrow agent certifying that the merger (as defined in the preliminary prospectus supplement) will be consummated simultaneously or substantially concurrently with the release of funds from the escrow account (the “escrow release condition”). If the escrow release condition is fulfilled prior to 11:59 p.m. (New York City time) on the outside date, the escrow agent will release the escrow property (including investment earnings) to or at the order of the Issuer.

If (i) the escrow release condition has not been fulfilled prior to 11:59 p.m. (New York City time) on the outside date or (ii) the Issuer delivers a termination notice to the escrow agent prior to 11:59 p.m. (New York City time) on the outside date indicating that (a) the Issuer will not pursue the consummation of the merger or (b) the Issuer has determined in its sole discretion that the escrow release condition cannot or is not reasonably likely to be satisfied by 11:59 p.m. (New York City time) on the outside date (any event described in clauses (i) or (ii) of this sentence, a “special mandatory redemption event”), (x) the trustee shall send a notice of special mandatory redemption on behalf of the Issuer to the holders of the Notes on the Business Day after the occurrence of the special mandatory redemption event and (y) the Issuer will be required to redeem the Notes on the date that is three Business Days following the occurrence of the special mandatory redemption event (the “special mandatory redemption date”) at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date (the “special mandatory redemption price”). On or before the Business Day immediately prior to the special mandatory redemption date, the escrow agent shall release the escrow property (including investment earnings) to the trustee, without the requirement of notice to or action by the Issuer, the trustee or any other person, and, on or prior to the special mandatory redemption date, the Issuer will provide to the trustee any additional amounts necessary to fund the redemption of the Notes at the special mandatory redemption price. On the special mandatory redemption date, the trustee shall cause the redemption of the Notes and the payment to the holders of the special mandatory redemption price.

Joint Book-Running

Managers:

BofA Securities, Inc.

J.P. Morgan Securities LLC

Passive Book-Runners:

Capital One Securities, Inc.

MUFG Securities Americas Inc.

PNC Capital Markets LLC

SunTrust Robinson Humphrey, Inc.

TD Securities (USA) LLC

Wells Fargo Securities, LLC

Senior Co-Manager:

Co-Managers:

BMO Capital Markets Corp.

Regions Securities LLC

U.S. Bancorp Investments, Inc.

Barclays Capital Inc.

CIBC World Markets Corp.

HSBC Securities (USA) Inc.

Mizuho Securities USA LLC

Synovus Securities, Inc.

Citizens Capital Markets, Inc.

Principal Amount:

Maturity Date:

Interest Payment Dates:

Benchmark Treasury:

Benchmark Treasury

Price / Yield:

Spread to Benchmark

Treasury:

Yield to Maturity:

Coupon:

Price to Public:

Optional Redemption:

At any time prior to January 15, 2025, make-whole call as set forth in the preliminary prospectus supplement (T+20 bps).

At any time on or after January 15, 2025, at 100% of the principal amount plus accrued and unpaid interest thereon to, but excluding, the redemption date as set forth in the preliminary prospectus supplement.

Minimum Denominations:

Net Proceeds (before

expenses):

CUSIP / ISIN:

Principal Amount:

Maturity Date:

Interest Payment Dates:

Benchmark Treasury:

Benchmark Treasury

Price / Yield:

Spread to Benchmark

Treasury:

Yield to Maturity:

Coupon:

Price to Public:

Optional Redemption:

At any time prior to May 15, 2029 make-whole call as set forth in the preliminary prospectus supplement (T+25 bps).

At any time on or after May 15, 2029, at 100% of the principal amount plus accrued and unpaid interest thereon to, but excluding, the redemption date as set forth in the preliminary prospectus supplement.

Minimum Denominations:

Net Proceeds (before

expenses):

CUSIP / ISIN:

Principal Amount:

Maturity Date:

Interest Payment Dates:

Benchmark Treasury:

Benchmark Treasury

Price / Yield:

Spread to Benchmark

Treasury:

Yield to Maturity:

Coupon:

Price to Public:

Optional Redemption:

At any time prior to February 15, 2049, make-whole call as set forth in the preliminary prospectus supplement (T+30 bps).

At any time on or after February 15, 2049, at 100% of the principal amount plus accrued and unpaid interest thereon to, but excluding, the redemption date as set forth in the preliminary prospectus supplement.

Minimum Denominations:

Net Proceeds (before

expenses):

CUSIP / ISIN: