Common use of Change of Control Offer to Purchase Clause in Contracts

Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing Date: October 14, 2014 Settlement Date: T+5; October 21, 2014 We expect to deliver the notes against payment for the notes on the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BU7/ US370334BU72 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC • Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, or Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, Inc. on October 14, 2014 relating to its Prospectus dated February 22, 2012. 5 EXHIBIT B TO SCHEDULE III Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-179621 General Xxxxx, Inc. $500,000,000 2.200% Notes due 2019 Pricing Term Sheet October 14, 2014 Issuer: General Xxxxx, Inc. Issuer Ratings*: A3/BBB+/BBB+ (Xxxxx’x/S&P/Fitch) Principal Amount: $500,000,000 Offering Format: SEC-Registered Maturity: October 21, 2019 Coupon: 2.200% Price to Public: 99.802% Yield to Maturity: 2.242% Spread to Benchmark Treasury: +80 basis points Benchmark Treasury: 1.75% due September 30th, 2019 Benchmark Treasury Price/ Yield: 101-15/ 1.442% Interest Payment Dates: April 21 and October 21, commencing April 21, 2015 Record Dates: April 7 and October 7 Day Count Convention: 30/360 Redemption Provisions: Make-whole call: At any time, make-whole call at Treasury plus 15 basis points plus accrued and unpaid interest to the redemption date

Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing Trade Date: October 144, 2014 2017 Settlement Date: T+5; October 2112, 2014 2017 We expect to deliver the notes against payment for the notes on the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next two succeeding business day days will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BU7/ US370334BU72 CA0 / US370334CA00 Joint Book-Running Managers: Barclays Capital Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Senior Co-Managers: BNP Paribas Securities Corp. U.S. Bancorp Investments, Inc. Xxxxxxx LynchXxxxx Fargo Securities, PierceLLC Co-Managers: MUFG Securities Americas Inc. SMBC Nikko Securities America, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Inc. Standard Chartered Bank • Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll Xxxxxxx Sachs & Co. LLC toll-free at 000-000-0000, X.X. Xxxxxx Securities LLC at 0-000-000-0000 (collect) and Xxxxxx Xxxxxxx & Co. LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, or Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, Inc. on October 144, 2014 2017 relating to its Prospectus dated February 2220, 2012. 5 EXHIBIT B TO SCHEDULE III Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-179621 General Xxxxx, Inc. $500,000,000 2.200% Notes due 2019 Pricing Term Sheet October 14, 2014 Issuer: General Xxxxx, Inc. Issuer Ratings*: A3/BBB+/BBB+ (Xxxxx’x/S&P/Fitch) Principal Amount: $500,000,000 Offering Format: SEC-Registered Maturity: October 21, 2019 Coupon: 2.200% Price to Public: 99.802% Yield to Maturity: 2.242% Spread to Benchmark Treasury: +80 basis points Benchmark Treasury: 1.75% due September 30th, 2019 Benchmark Treasury Price/ Yield: 101-15/ 1.442% Interest Payment Dates: April 21 and October 21, commencing April 21, 2015 Record Dates: April 7 and October 7 Day Count Convention: 30/360 Redemption Provisions: Make-whole call: At any time, make-whole call at Treasury plus 15 basis points plus accrued and unpaid interest to the redemption date2015.

Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing Trade Date: October 14January 9, 2014 2017 Settlement Date: T+5; October 21January 17, 2014 2017 We expect to deliver the notes against payment for the notes on the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BU7/ US370334BU72 BZ6 / US370334BZ69 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx LynchCitigroup Global Markets Inc. Deutsche Bank Securities Inc. Senior Co-Managers: BNP Paribas Securities Corp. U.S. Bancorp Investments, PierceInc. Xxxxx Fargo Securities, Xxxxxx & Xxxxx Incorporated Credit Suisse LLC Co-Managers: HSBC Securities (USA) Inc. MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC • Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. at 1-800-294831-13229146, or Credit Suisse Deutsche Bank Securities (USA) LLC, toll-free Inc. at 1-800-221503-10374611. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, Inc. on October 14January 9, 2014 2017 relating to its Prospectus dated February 2220, 20122015. 5 EXHIBIT B ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO SCHEDULE III Free Writing Prospectus Filed pursuant to Rule 433 Registration NoTHIS COMMUNICATION AND SHOULD BE DISREGARDED. 333-179621 General Xxxxx, Inc. $500,000,000 2.200% Notes due 2019 Pricing Term Sheet October 14, 2014 Issuer: General Xxxxx, Inc. Issuer Ratings*: A3/BBB+/BBB+ (Xxxxx’x/S&P/Fitch) Principal Amount: $500,000,000 Offering Format: SEC-Registered Maturity: October 21, 2019 Coupon: 2.200% Price to Public: 99.802% Yield to Maturity: 2.242% Spread to Benchmark Treasury: +80 basis points Benchmark Treasury: 1.75% due September 30th, 2019 Benchmark Treasury Price/ Yield: 101-15/ 1.442% Interest Payment Dates: April 21 and October 21, commencing April 21, 2015 Record Dates: April 7 and October 7 Day Count Convention: 30/360 Redemption Provisions: Make-whole call: At any time, make-whole call at Treasury plus 15 basis points plus accrued and unpaid interest to the redemption dateSUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing Date: October 14January 21, 2014 Settlement Date: T+5; October 21January 28, 2014 We expect to deliver the notes against payment for the notes on the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BU7/ US370334BU72 BT0 / US370334BT00 Joint Book-Running Managers: Barclays Capital Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx Lynch& Co. LLC Senior Co-Manager: U.S. Bancorp Investments, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Inc. Co-Managers: HSBC Securities (USA) Inc. Loop Capital Markets LLC Mitsubishi UFJ Securities (USA), Inc. Santander Investment Securities Inc. Standard Chartered Bank • Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Citigroup Global Markets Inc. toll toll-free at 1-800-831-9146, Xxxxxxx, Xxxxx & Co., toll-free at 1-866-471-2526 or Xxxxxx Xxxxxxx & Co. LLC, toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, or Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, Inc. on October 14January 21, 2014 relating to its Prospectus dated February 22, 2012. 5 EXHIBIT B TO SCHEDULE III Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-179621 General Xxxxx, Inc. $500,000,000 2.200% Notes due 2019 Pricing Term Sheet October 14, 2014 Issuer: General Xxxxx, Inc. Issuer Ratings*: A3/BBB+/BBB+ (Xxxxx’x/S&P/Fitch) Principal Amount: $500,000,000 Offering Format: SEC-Registered Maturity: October 21, 2019 Coupon: 2.200% Price to Public: 99.802% Yield to Maturity: 2.242% Spread to Benchmark Treasury: +80 basis points Benchmark Treasury: 1.75% due September 30th, 2019 Benchmark Treasury Price/ Yield: 101-15/ 1.442% Interest Payment Dates: April 21 and October 21, commencing April 21, 2015 Record Dates: April 7 and October 7 Day Count Convention: 30/360 Redemption Provisions: Make-whole call: At any time, make-whole call at Treasury plus 15 basis points plus accrued and unpaid interest to the redemption date.

Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing Date: October 14, 2014 Settlement Date: T+5; October 21, 2014 We expect to deliver the notes against payment for the notes on the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BU7/ US370334BU72 BV5 / US370334BV55 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC • Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, or Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, Inc. on October 14, 2014 relating to its Prospectus dated February 22, 2012. 5 EXHIBIT B TO SCHEDULE III Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-179621 General Xxxxx, Inc. $500,000,000 2.200% Notes due 2019 Pricing Term Sheet October 14, 2014 Issuer: General Xxxxx, Inc. Issuer Ratings*: A3/BBB+/BBB+ (Xxxxx’x/S&P/Fitch) Principal Amount: $500,000,000 Offering Format: SEC-Registered Maturity: October 21, 2019 Coupon: 2.200% Price to Public: 99.802% Yield to Maturity: 2.242% Spread to Benchmark Treasury: +80 basis points Benchmark Treasury: 1.75% due September 30th, 2019 Benchmark Treasury Price/ Yield: 101-15/ 1.442% Interest Payment Dates: April 21 and October 21, commencing April 21, 2015 Record Dates: April 7 and October 7 Day Count Convention: 30/360 Redemption Provisions: Make-whole call: At any time, make-whole call at Treasury plus 15 basis points plus accrued and unpaid interest to the redemption date.