Second Amended and Restated Final Term Sheet¹

(To Prospectus dated July 31, 2009 and Preliminary

Prospectus Supplement Dated October 20, 2011)

Filed pursuant to Rule 433

Registration No. 333-160964

Issuer:

Long-term Debt Ratings*:

Type of Offering:

Trade Date:

Joint Book-Running Managers:

                       Incorporated

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Co-Managers:

Mitsubishi UFJ Securities (USA), Inc.

U.S. Bancorp Investments, Inc.

TD Securities (USA) LLC

Title of Securities:

4.375% Notes due 2021

5.75% Notes due 2040

Aggregate Principal

Amount Offered:

$250,000,000

$250,000,000

Further Issuance:

The notes offered hereby (the “New 2040 Notes”) constitute a further issuance of the 5.75% Notes due 2040, of which $350,000,000 principal amount was issued on November 1, 2010 (the “Old Notes” and, together with the New 2040 Notes, the “2040 Notes”). The New 2040 Notes will form a single series with the Old Notes and will have the same terms other than the issue date, the public offering price and the first interest payment date. Immediately upon settlement, the New 2040 Notes offered hereby will have the same CUSIP number and will trade interchangeably with the Old Notes. Upon completion of this offering, an aggregate $600,000,000 of 5.75% Notes due 2040 will be outstanding.

This Second Amended and Restated Final Term Sheet amends and restates and supersedes the Final Term Sheet related hereto dated October 20, 2011 and the Amended and Restated Final Term Sheet related hereto dated October 24, 2011 in their entirety to clarify that the settlement date, with respect to the 2021 Notes, is October 27, 2011 and that the settlement date, with respect to the New 2040 Notes, is November 1, 2011.

Maturity Date:

Interest Payment Dates:

Make-Whole Call:

Make-whole at T + 30 bps (before six months prior to the Maturity Date of the 2040 Notes)

Par Call:

At any time on or after the date that is six months prior to the Maturity Date of the 2040 Notes, the 2040 Notes will be redeemable in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the 2040 Notes to be redeemed plus accrued and unpaid interest thereon to the date of redemption.

Special Mandatory

Redemption:

N/A

Coupon (Interest Rate):

Price to Public (Issue

Price):

101.649% of principal amount

Yield to Maturity:

Benchmark Treasury:

Benchmark Treasury Price

and Yield:

Spread to Benchmark

Treasury:

Settlement Date:

CUSIP Number:

ISIN Number: