Exhibit 4.1


 


[Face of Note]


 


Unless this certificate is presented by
an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer 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 requested by an authorized representative of DTC (and any payment is made to Cede & Co. or 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.


 


	CUSIP NO.
    440452 AF7	PRINCIPAL
    AMOUNT: $
	ISIN US440452AF79	 




 


REGISTERED NO.


 


HORMEL FOODS CORPORATION


 


1.800% Notes due 2030


 


HORMEL FOODS CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term includes
any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $_______ on June 11, 2030 and to pay interest thereon from June 11, 2020 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually on June 11 and December
11 of each year, commencing December 11, 2020, at the rate of 1.800% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest (whether or not a Business Day, as defined below) next preceding
such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be the fifteenth calendar day prior to such
Interest Payment Date. If an Interest Payment Date is not a Business Day, interest on this Security shall be payable on the next
day that is a Business Day, with the same force and effect as if made on such Interest Payment Date, and without any interest or
other payment with respect to the delay. “Business Day” as used herein is a day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in
New York, New York.


 


Any interest not punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.


 






     


     


    

 





Payment of interest on this Security shall
be made in immediately available funds at the office or agency of the Company maintained for that purpose in St. Paul, Minnesota
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to the Person entitled
thereto at such Person’s last address as it appears in the Security Register or by wire transfer to such account as may have
been designated by such Person. Payment of principal of and interest on this Security at Maturity shall be made against presentation
of this Security at the office or agency of the Company maintained for that purpose in St. Paul, Minnesota. Notwithstanding the
foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, payments of principal and
interest on this Security will be made to the Depositary by wire transfer of immediately available funds.


 


Reference is hereby made to the further
provisions of this Security 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 the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under
the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 






    2


     


    

 





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


 


	 	HORMEL FOODS CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	[SEAL]	 
	 	 
	 	Attest:	 
	 	 	Name:	 
	 	 	Title:	 




 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 




 


DATED:


 


	This is one of the Securities of the series designated therein referred to in the within mentioned Indenture.	 




 


U.S. BANK NATIONAL ASSOCIATION


as Trustee


 


	By:	 	 
	 	Authorized Signature	 


 


OR


 


	 	 
	as Authenticating Agent for the Trustee	 


 


	By:	 	 
	 	Authorized Signature	 


 






     


     


    

 





[Reverse of Note]


 


HORMEL FOODS CORPORATION


 


1.800% Notes due 2030


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture dated as of April 1, 2011 as amended or supplemented from time to time (herein called the “Indenture”),
between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, such series being limited in initial aggregate principal amount
to $1,000,000,000; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without
the consent of the Holders of the Securities of this series, issue additional Securities with the same terms as the Securities
of this series, and such additional Securities shall be considered part of the same series under the Indenture as the Securities
of this series.


 


The Securities of this series shall not
be entitled to any sinking fund.


 


Optional Redemption


 


The Company may, at its option, redeem the
Securities, in whole at any time or in part from time to time, at the applicable Redemption Price specified below.


 


In the case of any such redemption before
the Par Call Date, the Redemption Price will be equal to the greater of: (i) 100% of the principal amount of the Securities to
be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities
to be redeemed that would be due if the Securities matured on the Par Call Date (not including any portion of such payments of
interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 15 basis points.


 


In the case of any such redemption on or
after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Securities to be redeemed.


 


In each case, the Redemption Price will
also include the accrued and unpaid interest on the Securities to be redeemed to but excluding the Redemption Date. Notwithstanding
the foregoing, installments of interest on the Securities of this series that are due and payable on Interest Payment Dates falling
on or prior to a Redemption Date will be payable on the Interest Payment Date to the Holders of the Securities of this series as
of the close of business on the relevant Regular Record Date.


 


A partial redemption of the Securities of
this series may be effected by such method as the Trustee shall deem fair and appropriate and may provide for the selection for
redemption of a portion of the principal amount of the Securities of this series equal to an authorized denomination.


 


Notice of any redemption shall be sent at
least 15 days but not more than 60 days before the Redemption Date to each Holder of the Securities of this series to be redeemed.


 


If a Redemption Date is not a Business Day,
amounts payable on the Securities of this series on such Redemption Date shall be payable on the next succeeding day that is a
Business Day, with the same force and effect as if made on such Redemption Date, and without any interest or other payment with
respect to the delay.


 






     


     


    

 





Unless the Company defaults in payment of
the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Securities of this series or portions
thereof called for redemption.


 


For purposes of determining the Redemption
Price in connection with a redemption of the Securities of this series before March 11, 2030, the following terms are relevant:


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable
to the Par Call Date 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 Par Call Date.


 


“Comparable Treasury Price”
means with respect to any Redemption Date (i) the average of the Reference Dealer Quotations for such Redemption Date after excluding
the highest and lowest Reference Treasury Dealer Quotations, (ii) if the Quotation Agent obtains fewer than four such Reference
Treasury Dealer Quotations, the average of such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received,
such quotation.


 


“Par Call Date” means
March 11, 2030 (the date that is three months prior to the stated maturity date for the Securities).


 


“Quotation Agent” means
the Reference Treasury Dealer appointed by the Company.


 


“Reference Treasury Dealer”
means (i) BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer(s) selected by the Company.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. New York City time, on the third Business
Day preceding such Redemption Date.


 


“Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield
to maturity of the Comparable Treasury Issue. In determining this rate, the price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) shall be assumed to be equal to the Comparable Treasury Price for such Redemption Date.


 


Repurchase at the Option of the Holders upon a Change of
Control Triggering Event


 


If a Change of Control Triggering Event
occurs, unless the Company has exercised its right to redeem the Securities of this series, a Holder of the Securities of this
series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000
in excess thereof) of the Securities with respect to which such Change of Control Triggering Event has occurred on the terms described
below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall be required to offer
payment in cash equal to 101% of the aggregate principal amount of Securities of this series repurchased, plus accrued and unpaid
interest, if any, on the Securities of this series repurchased to but not including the date of repurchase (a “Change
of Control Payment”).


 






    2


     


    

 


Within 15 days following any Change of
Control Triggering Event or, at the Company’s option, prior to the date of consummation of any Change of Control, but
after public announcement of the pending Change of Control, a notice shall be sent to Holders of the Securities of this
series, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change
of Control and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier
than 15 days and no later than 60 days from the date such notice is sent (a “Change of Control Payment
Date”). The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer
to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment
Date. If a Change of Control Payment Date is not a Business Day, amounts payable on the Securities of this series on such
Change of Control Payment Date shall be payable on the next succeeding day that is a Business Day, with the same force and
effect as if made on such Change of Control Payment Date, and without any interest or other payment with respect to the
delay.


 


In order to accept the Change of Control
Offer, the Holder must deliver to the Paying Agent, at least five Business Days prior to the Change of Control Payment Date, this
Security together with the form entitled “Election Form” (which form is annexed hereto) duly completed, or a telegram,
telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory
Authority or a commercial bank or trust company in the United States setting forth:


 


		(i)	the name of the Holder of this Security;



 


		(ii)	the principal amount of this Security;



 


		(iii)	the principal amount of this Security to be repurchased;



 


		(iv)	the certificate number or a description of the tenor
and terms of this Security;



 


		(iv)	a statement that the Holder is accepting the Change of Control Offer; and



 


		(v)	a guarantee that this Security, together with the form entitled “Election Form” duly completed, will be received
by the Paying Agent at least five Business Days prior to the Change of Control Payment Date.



 


Any exercise by a Holder of its election
to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire
principal amount of this Security, but in that event the principal amount of this Security remaining outstanding after repurchase
must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.


 


On any Change of Control Payment Date, the
Company shall, to the extent lawful:


 


		(i)	accept for payment all Securities of this series or portions of such Securities properly tendered pursuant to the Change of
Control Offer;



 


		(ii)	deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Securities of this series
or portions of such Securities properly tendered; and



 


		(iii)	deliver or cause to be delivered to the Trustee the Securities of this series properly accepted.



 


The Paying Agent will promptly pay to each
Holder of Securities of this series properly tendered the purchase price for such Securities of this series, and the Trustee will
promptly authenticate and send (or cause to be transferred by book-entry) to each Holder a new Security of this series equal in
principal amount to any unpurchased portion of any Security of this series surrendered; provided that each new Security of this
series will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.


 


The Company shall not be required to
make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the
third party purchases all Securities of this series properly tendered and not withdrawn under its offer.


 






    3


     


    

 


The Company shall comply with the requirements
of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities of this series as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities
laws or regulations conflict with the Change of Control Offer provisions of the Securities of this series, the Company shall comply
with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control
provisions of the Securities of this series by virtue of such conflicts.


 


For purposes of the Change of Control Offer
provisions of the Securities of this series, the following terms are applicable:


 


“Below Investment Grade Rating
Event” means the rating on the Securities of this series is lowered by each of the Rating Agencies and the Securities
of this series are rated below an investment grade rating by each of the Rating Agencies on any date during the period (the “Trigger
Period”) commencing on the earlier of the consummation of or the first public announcement by the Company of any Change of
Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period
will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced
that it is considering the possible downgrade of the Securities of this series, and a downgrade by each of the Rating Agencies
that has made such an announcement would result in a Below Investment Grade Rating Event).


 


“Change of Control” means
the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets
of the Company and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) other than the Company or one of its Subsidiaries; (2) the adoption of a plan relating to the Company’s
liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation)
the result of which is that any person, other than the Hormel Foundation, becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting
Stock, measured by voting power rather than number of shares; or (4) the Company consolidates with, or merges with or into, any
person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which
any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for
cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the
surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction.
Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control under clause (3) above if (i) the
Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of
the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other
than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than
50% of the Voting Stock of such holding company.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Hormel Foundation” means
Hormel Foundation, a Minnesota non-profit corporation.


 






    4


     


    

 





“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB— (or the equivalent) by S&P,
and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company.


 


“Moody’s” means
Moody’s Investors Service, Inc., and its successors.


 


“Rating Agencies” means
each of Moody’s and S&P; provided that if either Moody’s or S&P ceases to rate the Securities of this series
or fails to make a rating of such Securities publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected
by the Company as a replacement agency for Moody’s or S&P, or either of them, as the case may be.


 


“S&P” means S&P
Global Rating, a division of S&P Global Inc., and its successors.


 


“Voting Stock” of any
specified person means the capital stock of such “person” (as that term is used in Section 13(d)(3) of the Exchange
Act) that is at the time entitled to vote generally in the election of the board of directors of such person.


 


The provisions of Article Thirteen of the
Indenture shall apply to the Change of Control provisions of this Security except as and to the extent otherwise specified in this
Security. For purposes of the Indenture, a Change of Control Payment Date shall be deemed to be a Repayment Date.


 


Other Provisions


 


If an Event of Default with respect to Securities
of this series as set forth in the Indenture shall occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the Indenture.


 


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 Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected,
acting together. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities
of all series at the time Outstanding affected by certain provisions of the Indenture, acting together, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults
under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.


 


The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default,
upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.


 


Upon due presentment for registration of
transfer of this Security at the office or agency of the Company in St. Paul, Minnesota, a new Security or Securities of this series
in authorized denominations for an equal aggregate principal amount shall be issued to the transferee in exchange herefor, as provided
in the Indenture and subject to the limitations provided therein and to the limitations described below, without charge except
for any tax or other governmental charge imposed in connection therewith.


 






    5


     


    

 


This Security is exchangeable for
definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the
Exchange Act and a qualified successor depositary is not appointed within 90 days after the Company receives such notice or
becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be
exchangeable for definitive Securities in registered form or elects to terminate the book-entry system through the Depositary
and notifies the Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred
and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Securities in registered form, bearing interest at the same rate, having the same date of issuance, redemption
provisions, stated maturity date and other terms and of authorized denominations aggregating a like amount.


 


This Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except
as provided above, owners of beneficial interests in this global Security shall not be entitled to receive physical delivery of
Securities in definitive form and shall not be considered the Holders hereof for any purpose under the Indenture.


 


No reference herein to the Indenture and
no provision of this Security 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 Security at the times, place and rate, and in the coin or currency, herein prescribed,
except as otherwise provided in this Security and except that in the event the Company deposits money or Eligible Instruments as
provided in Articles 4 and 15 of the Indenture, such payments shall be made only from proceeds of such money or Eligible Instruments.


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No recourse shall be had for the payment
of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issuance hereof, expressly waived and released.


 


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


 






    6


     


    

 





ABBREVIATIONS


 


The following abbreviations, when used in
the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	—	as tenants in common
	 	 	 
	TEN ENT	—	as tenants by the entireties
	 	 	 
	JT TEN	—	as joint tenants with
    right of survivorship and not as tenants in common




 


	UNIF GIFT MIN ACT —	 	Custodian	 
	 	(Cust)	 	(Minor)




 


Under Uniform Gifts to Minors Act


 


_____________________________


(State)


 


Additional abbreviations may also be used
though not in the above list.


 


FOR VALUE RECEIVED, the undersigned
hereby sell(s) and transfer(s) unto


 


Please Insert Social Security or


Other Identifying Number of Assignee


 


_____________________________


 





	 
	 
	 
	 
	 
	(PLEASE PRINT OR TYPE
NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)



 


the within Security of HORMEL FOODS CORPORATION and does hereby
irrevocably constitute and appoint _____________________ attorney to transfer the said Security on the books of the Company, with
full power of substitution in the premises.


 


Dated: _____________________


 


	 	 
	 	 
	 	 




 


NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.


 


	 	 
	 	Signature Guarantee




 






     


     


    

 







 



 


ELECTION FORM


 


TO BE COMPLETED ONLY
IF THE HOLDER


ELECTS TO ACCEPT THE
CHANGE OF CONTROL OFFER


 







 



 


The undersigned hereby irrevocably requests
and instructs the Company to repurchase the within Security (or the portion thereof specified below), pursuant to its terms, on
the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the
within Security, to the undersigned, ______________________________________________, at ______________________________________________
(please print or typewrite name and address of the undersigned).


 


For this election to accept the Change of
Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place
or places of which the Company shall from time to time notify the Holder of the within Security, either (i) this Security with
this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member
of a national securities exchange or the Financial Industry Regulatory Authority or a commercial bank or a trust company in the
United States setting forth (a) the name of the Holder of the Security, (b) the principal amount of the Security, (c) the principal
amount of the Security to be repurchased, (d) the certificate number or description of the tenor and terms of the Security, (e)
a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Security to be repurchased,
together with this “Election Form” duly completed will be received by the Paying Agent five Business Days prior to
the Change of Control Payment Date. The address of the Paying Agent is U.S. Bank Global Corporate Trust, Attention: Global Corporate
Trust, 60 Livingston Avenue, St. Paul, Minnesota 55107-2292.


 


If less than the entire principal amount
of the within Security is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral
multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $______________.