The holding companys ability to meet its obligations, including the obligations under the notes offered under this prospectus, may be adversely affected by dividend limitations or prior
approval requirements applicable to our insurance subsidiaries under state insurance laws.
The indenture does not limit the amount of
notes or other debt securities that we or any of our subsidiaries may issue or the amount of debt that we or our subsidiaries may incur in the future.
Optional Redemption
Prior to March 15,
2033 (three months prior to their maturity date) (the Par Call Date), we may redeem the notes at our 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 notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, we may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to
100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Treasury Rate means, with respect to any redemption date, the yield determined by us in accordance with the following two
paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S.
government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day
in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily)H.15 (or any successor designation or publication) (H.15) under the
caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant
maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the
Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business
day preceding the redemption date H.15 or any successor designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing
on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one
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