Exhibit 4.1 


 





Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to the Company or
its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	Certificate No.: 1	CUSIP No.: 637432NL5
	ISIN No.: US637432NL56	 
	PRINCIPAL AMOUNT: $450,000,000	 
	MATURITY DATE: February 7, 2024	 
	ISSUE DATE: February 7, 2017	CERTIFICATE INTEREST RATE: 2.950%


 


 


2.950% COLLATERAL TRUST BOND DUE 2024





 


National Rural Utilities Cooperative Finance
Corporation, a District of Columbia cooperative association (hereinafter called the “Company”, which term includes
any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of $450,000,000 on the Maturity Date set forth above; and to pay interest
thereon from the Issue Date set forth above at the Certificate Interest Rate set forth above, until the principal hereof is paid
or made available for payment.


 


Interest on the Bonds will be payable on February
7 and August 7 of each year commencing on August 7, 2017 to the persons in whose names such Bonds are registered at the close of
business on the fifteenth calendar day preceding the payment date, or if not a Business Day, the next succeeding Business Day.
Interest on the Bonds will accrue from and including the date of issue or from and including the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the relevant interest payment date, date of redemption or the date


 


 



     

     


    




 


of maturity, as the case may be. Interest
on the Bonds will be computed on the basis of a 360-day year of twelve 30-day months.


 


If any of the interest payment dates or the
maturity date falls on a day that is not a Business Day, the payment of interest or principal will be postponed to the next succeeding
Business Day, but the payment made on such dates will be treated as being made on the date payment was first due and the holders
of the Bonds will not be entitled to any further interest or other payments with respect to such postponements.


 


Reference is hereby made to the further provisions
of this Bond set forth on the reverse hereof which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of authentication hereon
has been executed by or on behalf of U.S. Bank National Association, as Trustee under the Indenture, or its successor thereunder,
by manual signature, this Bond shall not be entitled to any benefit under such Indenture, or be valid or obligatory for any purpose.


 




     

     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


 


	 	NATIONAL RURAL UTILITIES
	 	COOPERATIVE FINANCE CORPORATION
	 	 	 
	 	By:	___________________________________
	 	 	J. Andrew Don
	 	 	Senior Vice President and
	 	 	Chief Financial Officer


 


 


(Seal)


 


Attest:


 


 


By: ___________________________________





Assistant Secretary-Treasurer


 


 


 


Trustee’s Certificate
of





Authentication





This is one of the Bonds





of the series designated therein,





described in the within-





mentioned Indenture


 


 


 


Dated:


 





 


By: U.S. BANK NATIONAL ASSOCIATION,





Trustee


 


 


By: ___________________________________





Authorized
Officer


 


 


 


 


 




     

     


    

 


REVERSE OF BOND


 


This Bond is one of an authorized issue of
Bonds of the Company known as its “2.950% Collateral Trust Bonds due 2024”, issued and to be issued in one or more
series under, and all equally and ratably secured (except as any sinking or other fund may afford additional special security for
the Bonds of any particular series) by, an Indenture dated as of October 25, 2007 (as amended, supplemented and modified and in
effect from time to time, the “Indenture”), executed by the Company to U.S. Bank National Association, as Trustee (herein
called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference
is hereby made for a description of the nature and extent of the securities and other property assigned, pledged, transferred and
mortgaged thereunder the rights of the Holders of said Bonds and of the Trustee and of the Company in respect of such security,
and the terms upon which said Bonds are to be authenticated and delivered.


 


The principal amount of the Bonds, designated
on the face hereof as $450,000,000 may be increased from time to time pursuant to Section 2.03 of the Indenture. All Bonds need
not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuance of
additional Bonds. Any such additional Bonds will have the same terms and conditions and the same CUSIP number as set forth herein.
No Bonds shall be authenticated and delivered in excess of the principal amount so increased except in accordance with the Indenture.
No additional Bonds shall be authenticated and delivered unless such additional Bonds would be fungible with all Bonds for United
States federal income tax purposes.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Bonds under the Indenture at any time by the Company with the


 






     

     


    

 


consent of the Holders of not less than a
majority in aggregate principal amount of the Bonds at the time Outstanding as defined in the Indenture. The Indenture also permits,
without the consent of the holders of any Bonds, the parties to any Mortgage Notes pledged under the Indenture, and any Mortgages
or Loan Agreements pursuant to which they were issued, to modify, alter, supplement or amend such Mortgage Notes, Mortgages and
Loan Agreements, so long as thereafter such Mortgage will comply with the requirements of the Company’s standard lending
practices, as such policies may be amended from time to time. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Bonds at the time Outstanding, on behalf of the Holders of all Bonds, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Bond shall be binding upon such Holder and upon all future Holders of this Bond
and of any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such action
is made upon this Bond.


 


As provided in the Indenture, said Bonds are
issuable in series which may vary as in said Indenture provided or permitted. This Bond is one of a series entitled 2.950% Collateral
Trust Bonds due 2024.


 


The Company may redeem the Bonds at any time,
prior to December 7, 2023, in whole or in part, at a “make-whole” redemption price equal to the greater of (1) 100%
of the principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of the principal
and interest (other than accrued interest) on the Bonds being redeemed that would be due if such Bonds matured on December 7, 2023,
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the


 






     

     


    

 


Treasury Rate plus 15 basis points for the Bonds, plus in each
of (1) and (2) above, accrued interest to, but excluding, the redemption date.


 


At any time on or after December 7, 2023,
the Company may redeem the Bonds, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount
of the Bonds then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.


 


If the Company elects to redeem less than
all of the Bonds, and such Bonds are at the time represented by a global security, then the depositary will select by lot the particular
interest to be redeemed. If the Company elects to redeem less than all of the Bonds, and such Bonds are not represented by a global
security, the particular Bonds to be redeemed shall be selected by the Trustee from the outstanding Bonds not previously called
for redemption, in a manner the Trustee deems appropriate and fair.


 


Notice of any redemption will be mailed at
least 30 days but not more than 60 days before the date of redemption to each holder of the Bonds to be redeemed. Unless the Company
defaults in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on such Bonds or
the portions called for redemption.


 


If an Event of Default, as defined in the
Indenture, shall occur, the principal of this Bond may become or be declared due and payable immediately, in the manner and with
the effect provided in the Indenture.


 


This Bond is transferable by the registered
owner hereof in person or by attorney authorized in writing at the office or agency of the Company in the Borough of Manhattan,
City and State of New York or any other place or places where such Bond may be paid, upon surrender of this Bond, and upon any
such transfer a new Bond for the same series, for the same aggregate principal amount, will be issued to the transferee in exchange
hereof.


 






     

     


    

 


The Bonds of this series are issuable only
as registered Bonds without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in, and subject to the provisions of, the Indenture, Bonds of this series are exchangeable for other Bonds of this series of any
authorized denominations, of a like aggregate principal amount, as requested by the Holder surrendering the same.


 


No service charge will be made for any such
transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment for transfer at any
office or agency of the Company designated for such purpose, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
and for all other purposes whether or not this Bond be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


No reference herein to the Indenture and no
provision of this Bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, and interest on this Bond at the times, place and rate, and in the coin or currency, herein prescribed.


 


The following terms shall have the following
meanings:


 


“Business Day” means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the Borough of Manhattan, City and
State of New York are authorized by law to close.


 


“Comparable Treasury Issue’’
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term of


 






     

     


    

 


the Bonds being redeemed (assuming, for this
purpose, that the Bonds matured on December 7, 2023) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Bonds.


 


“Comparable Treasury Price’’
means with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for the redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for that redemption date, or (B) if the Company obtains
fewer than four Reference Treasury Dealer Quotations, the average of all the Reference Treasury Dealer Quotations obtained.


 


“Independent Investment Banker’’
means one of the Reference Treasury Dealers appointed by the trustee after consultation with the Company.


 


“Reference Treasury Dealer’’
means (1) each of RBC Capital Markets, LLC and Scotia Capital (USA) Inc.,
or their respective affiliates or successors; provided, however, that if any of them ceases to be a primary U.S. Government securities
dealer in the United States, the Company will appoint another primary U.S. Government securities dealer as a substitute, (2) one
primary U.S. Government securities dealer selected by each of MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc.
and (3) any other U.S. Government securities dealers selected by the Company.


 


“Reference Treasury Dealer Quotations’’
means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and ask
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the redemption
date for the bonds being redeemed.


 






     

     


    

 


“Treasury Rate’’ means,
for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date.


 


All terms used in this Bond which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


 


 




     

     


    

 


ASSIGNMENT


 


For value received the undersigned sells,
assigns and transfers unto (name, address including zip code and taxpayer I.D.


or Social Security number of assignee) _____________________________________________________________________________





___________________________________________________________
the within Certificate and does hereby irrevocably constitute


and appoint __________________________________________________________________
attorney to transfer the said Certificate


on the books kept for registration thereof with full power of substitution on the
premises.





 


 





 


 


		Dated:	_______________________



 


 


 


		______________________________	






Signature by or on behalf of Assignor