DISCRETIONARY FEE definition
DISCRETIONARY FEE is defined as used in Section 9.2.
DISCRETIONARY FEE. An additional fee of 0.25% of the Total Offering Size may be paid to the Underwriters at the sole discretion of the Company, such additional fee to be determined at the first board meeting of the Company following the Closing Date (the "DISCRETIONARY FEE"). SCHEDULE III - PRICING TERMS PURCHASE PRICE CALCULATION The Purchase Price for the Shares will be determined in accordance with the following: P = R x (1-D) - (S x D) / SO Where P = Purchase Price R = Reference Price; which shall be determined by the Company and the Lead Underwriters on the Pricing Date and shall be either (i) the volume weighted average price for the Company's common stock (''VWAP'') for the three most recent completed trading days (which may include the Pricing Date) prior to determination of the Reference Price on the Pricing Date or (ii) the last bid price on the Pricing Date. D = Discount to TERP = 25% (the "DISCOUNT"). S = Size of the Rights Offering in total = $1,430,000,000. SO = Shares of common stock of the Company outstanding immediately prior to the calculation of the Purchase Price.