Exhibit 4.2


 





ASTRAZENECA
PLC


 


OFFICERS’
CERTIFICATE


 


In connection
with the issuance of the 1.750% Notes due 2018 (the “2018 Notes”), the 2.375% Notes due 2020 (the “2020
Notes”), the 3.375% Notes due 2025 (the “2025 Notes”), the 4.375% Notes due 2045 (the “2045
Notes” and, together with the 2018 Notes, the 2020 Notes and the 2025 Notes, the “Fixed Rate Notes”)
and the Floating Rate Notes due 2018 (the “Floating Rate Notes” and, collectively with the Fixed Rate Notes,
the “Notes” or the “Securities”) of AstraZeneca PLC (the “Issuer”) pursuant
to the Indenture, dated as of April 1, 2004 (the “Indenture”), between the Issuer and The Bank of New York
Mellon (formerly known as The Bank of New York), as successor Trustee (section references herein being to the Indenture), and
pursuant to the authorization of the Board of Directors of the Issuer at its meeting held on September 23 and 24, 2015 and November
2 and 3, 2015, the undersigned hereby confirms that, to the extent not otherwise provided for in the Indenture, the following
forms, terms and conditions of the Notes were established as required pursuant to Section 2.01 and Section 2.08 of the Indenture:


 


	Title of Notes	1.750% Notes
        due 2018

        

        2.375% Notes
        due 2020

        3.375% Notes due 2025

        

        4.375% Notes
        due 2045

        

        Floating Rate
        Notes due 2018

         

        

	Initial Aggregate Principal Amount of Notes	2018 Notes:
        US$1,000,000,000

        

        2020 Notes:
        US$1,600,000,000

        

        2025 Notes:
        US$2,000,000,000

        2045 Notes: US$1,000,000,000

        

        Floating
        Rate Notes: US$400,000,000

         

	Price to Public	2018 Notes: 100% of the Principal Amount per 2018 Note, plus accrued interest, if
    any, from November 16, 2015
	 	2020 Notes: 99.584% of the Principal Amount per 2020 Note, plus accrued interest,
    if any, from November 16, 2015
	 	2025 Notes: 99.070% of the Principal Amount per 2025 Note, plus accrued interest,
    if any, from November 16, 2015
	 	2045 Notes: 98.602% of the Principal Amount per 2045 Note, plus accrued interest,
    if any, from November 16, 2015
	 	Floating Rate Notes: 100% of the Principal Amount per Floating Rate Note, plus accrued
    interest, if any, from November 16, 2015
	 	 
	Issue Date	2018
Notes: November 16, 2015

        2020
Notes: November 16, 2015

        2025
Notes: November 16, 2015

2045 Notes: November 16, 2015

        Floating
Rate Notes: November 16, 2015

	Form of Notes	The Notes will be issued in the form of global notes that will be deposited with The Depositary
    Trust Company, New York, New York (“DTC”) on the closing date.  Thirteen global notes will be
    issued to DTC, which will be executed and delivered in substantially the form of Notes set forth in Exhibits A and B hereto.  In
    certain circumstances described in the Indenture, Notes may be issued in definitive form.







     


     


    

 


	Maturity	2018 Notes:
        November 16, 2018

        

        2020 Notes:
        November 16, 2020

        

        2025 Notes:
        November 16, 2025

        2045 Notes: November 16, 2045

        

        Floating
        Rate Notes: November 16, 2018

         

	Interest Rate for Fixed Rate Notes	2018 Notes: 1.750% per annum, accruing from November 16, 2015
	 	 
	 	2020 Notes: 2.375% per annum, accruing from November 16, 2015
	 	 
	 	2025 Notes: 3.375% per annum, accruing from November 16, 2015
	 	 
	 	2045 Notes: 4.375% per annum, accruing from November 16, 2015
	 	 
	Interest Periods for Fixed Rate Notes	The first interest period will be the period from and including the original issue date
    to but excluding the Fixed Rate Interest Payment Date (as defined below).  Thereafter, the interest periods will
    be the periods from and including the Fixed Rate Interest Payment Dates to but excluding the immediately succeeding Fixed
    Rate Interest Payment Date (each, a “Fixed Rate Interest Period”).  The final Fixed Rate
    Interest Period will be the period from and including the Interest Payment Date immediately preceding the maturity date to
    the maturity date.
	 	 
	Interest Rate for Floating Rate Notes	The interest
        rate for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on
        November 12, 2015 plus the Spread (as defined below). Thereafter, the interest rate for any Floating Rate Interest Period
        will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread.

         

        “LIBOR”
        means, with respect to any Interest Determination Date, the offered rate for deposits of US dollars having a maturity
        of three months that appears on the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor
        service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”)
        or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank
        Offered Rate in the event IBA or its successor no longer does so) (the “Designated LIBOR Page”).

         

        If
no rate appears on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the
rates at approximately 11:00 a.m., London time, on such Interest Determination Date at which deposits in US dollars are offered
to prime banks in the London inter-bank market by four major banks in such market selected by the calculation agent, after consultation
with the Issuer, for a term of three months and in a principal amount equal to an amount that in the judgment of the calculation
agent is representative for a single transaction in US dollars in such market at such time (a “Representative Amount”).
The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean (rounded, if
necessary, to the nearest one-hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards)
of such 

         

        




 


 






     


     


    

 


 


	 	quotations. If fewer than two such quotations are provided,
LIBOR for such Floating Rate Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five millionths of a percentage point rounded upwards) of the rates quoted at approximately 11:00 a.m.
in the City of New York on such Interest Determination Date by three major banks in New York City, selected by the calculation
agent, after consultation with the Issuer, for loans in US dollars to leading European banks, for a term of three months and in
a Representative Amount; provided, however, that if the banks so selected are not quoting as mentioned above, the then-existing
LIBOR rate will remain in effect for such Floating Rate Interest Period.


 


“Spread” means 53 basis points.


 





	Interest Determination Dates for Floating Rate Notes	Interest for the Floating Rate Notes will be determined two
    London business days prior to each Interest Reset Date. LIBOR for the first Floating Rate Interest Period will be determined
    on November 12, 2015.
	 	 
	Interest Reset Dates for Floating Rate Notes	February 16, May 16, August 16 and November 16 of each year, commencing February 16, 2016
	 	 
	Interest Periods for Floating Rate Notes	The first interest period will be the period from and including the original issue date
    to but excluding the immediately succeeding Interest Reset Date. Thereafter, the interest periods will be the periods from
    and including an Interest Reset Date to but excluding the immediately succeeding Interest Reset Date (together with the first
    interest period, each, a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period
    will be the period from and including the Interest Reset Date immediately preceding the maturity date to the maturity date.
	 	 
	Interest Payment Dates	Fixed Rate Notes. Interest shall be payable semiannually in arrears on May 16 and
    November 16 of each year, commencing on May 16, 2016 (each, a “Fixed Rate Interest Payment Date”).
	 	 
	 	Notwithstanding the above, if the relevant Fixed Rate Interest Payment Date is not a business
    day (as defined below), such  Fixed Rate Interest Payment Date shall be postponed to the next business day.
	 	 
	 	Floating Rate Notes. Interest will be paid quarterly in arrears on February 16, May
    16, August 16 and November 16 of each year, commencing February 16, 2016 (each, a “Floating Rate Interest Payment
    Date”).
	 	 
	 	Notwithstanding the above, if a Floating Rate Interest Payment Date would fall on a day
    that is not a business day, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a
    business day, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest
    Payment Date will be the immediately preceding business day.  In each such case, except for the Floating Rate Interest
    Payment Date falling on the maturity date, the 



 






     


     


    

 


	 	Floating Rate Interest Periods and the Interest Reset Dates
will be adjusted accordingly to calculate the amount of interest payable on the Floating Rate Notes.








	 	 
	Regular Record Dates	Interest shall
        be paid to the holder in whose name the Notes are registered at the close of business on the 15th calendar day preceding
        each Fixed Rate Interest Payment Date or Floating Rate Interest Payment Date, as the case may be, whether or not such
        day is a business day.

        

	 	 
	Business day	Any day which is not, in London, England or New York, New York, or the place of payment
    of amounts payable in respect of the notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are
    authorized or obligated by law, regulation or executive order to close.
	 	 
	London business day	A day on which dealings in deposits in U.S. dollars are transacted in the London interbank
    market.
	 	 
	Place of Payment, Registration of Transfer and 
Exchange, Paying Agent, Calculation Agent	
    The Bank of New York Mellon

    101 Barclay Street

    New York, NY 10286
	 	 
	Trustee	The Bank of New York Mellon
	 	 
	Notice and Demands to Issuer	AstraZeneca PLC

    2 Kingdom Street

    London W2 6BD

    England

    Attn: The Company Secretary
	 	 
	Redemption Provisions:	 
	 	 
	Optional Tax Redemption for any series of Notes	Optional, in whole but not in part, at the
    option of the Issuer,     at any time in accordance with the terms set forth in the relevant form of Notes set forth in
    Exhibits A, B, C, D and E hereto. The     Issuer may not otherwise redeem the Floating Rate Notes prior to
    maturity.
	 	 
	Optional Redemption for any series of Fixed Rate Notes	Optional, in whole or in part, at the option of the Issuer,
    at any time and from time to time, in accordance with Section 11.02 of the Indenture, at a redemption price (the “Redemption
    Price”) equal to the greater of:
	 	 
	 	(i)100% of the principal amount of the series of Notes to be redeemed, and
	 	 
	 	(ii)as determined by the Quotation Agent (as defined below), the sum of the present
    values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of
    interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day
    year consisting of twelve 30-day months) at the Treasury Rate plus the Make-Whole Spread (as set forth below),



 



     


     


    
	 	 
	 	plus, in each case, accrued interest thereon to the date of redemption.
	 	 
	 	“Treasury Rate” means, with respect to any redemption date, the rate
    per annum equal to the semiannual 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 such
    redemption date.
	 	 
	 	“Comparable Treasury Issue” means the United States Treasury security
    selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of Notes to
    be redeemed 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 series of Notes.
	 	 
	 	“Comparable Treasury Price” means, with respect to any redemption date,
    (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest
    such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury
    Dealer Quotations, the average of all such Quotations.
	 	 
	 	“Quotation Agent” means the Reference Treasury Dealer appointed by the
    Issuer.
	 	 
	 	“Reference Treasury Dealer” means (i) each of Barclays Capital Inc.,
    HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, and their
    respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary U.S.
    Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute
    therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.
	 	 
	 	“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 Trustee
    by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
	 	 
	 	“Make-Whole Spread” means, with respect to, (i) the 2018 Notes, 10 basis
    points, (ii) the 2020 Notes, 15 basis points, (iii) the 2025 Notes, 20 basis points and (iv) the 2045 Notes, 25 basis points.
	 	 
	Redemption Notices	Notice of any redemption will be mailed at least 30 days but not more than 60 days prior
    to the redemption date to the Holders.  Unless the Issuer defaults in payment of the Redemption Price, on and after
    the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
	 	 
	Defeasance and Discharge of the Notes (Section 9.03)	
    Applicable.



 



     


     


    




	 	 
	Sinking Fund	None.
	 	 
	Additional Amounts	Pursuant to the relevant form of Notes set forth in Exhibits A, B, C, D and E hereto, the
    Issuer may, subject to certain exceptions, be obligated to pay additional amounts.
	 	 
	Other Terms of the Notes	The other terms of the Notes shall be substantially as set forth
    in the Indenture, the relevant     form of Notes attached hereto as Exhibits A, B, C, D and E, the Prospectus dated November
    26,     2013 (the “Prospectus”)     relating to the Notes and the Prospectus Supplement dated November 10,
    2015 to     the Prospectus.
	 	 




     


     


    

Each of
the undersigned hereby certifies that:


 


1.       He
has read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s authentication and delivery
of the Securities and the definitions in the Indenture relating thereto.


 


2.       He
has examined the resolutions of the Board of Directors of the Issuer adopted prior to the date hereof relating to the authorization,
issuance, authentication and delivery of the Securities, such other corporate records of the Issuer, as applicable, and such other
documents deemed necessary as a basis for the opinion hereinafter expressed.


 


3.       In
his opinion, such examination is sufficient to enable him to express an informed opinion as to whether or not the covenants and
conditions referred to above have been complied with.


 


4.       He
is of the opinion that the covenants and conditions referred to above have been complied with.


 




     


     


    

IN WITNESS
WHEREOF, each of the undersigned has hereunto signed his name.


 


Dated:       November 16, 2015


 


 


 


 


	 	/s/ Marc Dunoyer
	 	Name:  	Marc Dunoyer
	 	Title:	Director



 

	 	/s/ Adrian Kemp
	 	Name:	Adrian Kemp
	 	Title:	Company Secretary




    [Signature Page to Officer’s Certificate Pursuant to the Indenture]



     


    

Exhibit
A




 


 


 


 






     


     


    

 


THIS SECURITY IS A GLOBAL
REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


ASTRAZENECA
PLC


 


1.750% Notes
due 2018


 





	No. 00[ ]	$500,000,000







 


CUSIP No.
046353AH1 


ISIN No. US046353AH15


 


ASTRAZENECA PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars on November 16, 2018 and to pay
interest thereon from November 16, 2015 or from the most recent Interest Payment Date (as defined below) to which interest has
been paid or duly provided for, semiannually in arrears on May 16 and November 16 in each year, commencing May 16, 2016 (each,
an “Interest Payment Date”), at the rate of 1.750% 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 will, as provided
in such 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 (as defined below) for such interest which shall be the 15th calendar
day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any
such interest not so punctually paid or duly provided for will 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 subsequent record date (the “Special Record Date”) for the payment of such defaulted interest
to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest),
notice whereof shall be given to Holders of Securities of this series not less than 15 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 said Indenture.


 


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or
agency of the Issuer maintained for that purpose in New York City, 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 Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


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 by manual signature of an authorized signatory, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




     


     


    

IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed manually or in facsimile.


 


Dated:     November
16, 2015


 


	 	ASTRAZENECA PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


This is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.


 


Dated:     November
16, 2015


 


	 	The Bank of New York
    MELLON

    As Trustee
	 	 
	 	 
	 	By:	 
	 	
	 	 




    [Signature
                                         page to 2018 Global Note No. [ ]]



     


    

This Security
is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued
in one or more series under an Indenture, dated as of April 1, 2004 (herein called the “Indenture” which term shall
have the meaning assigned to it in such instrument), among the Issuer and The Bank of New York Mellon (formerly known as The Bank
of New York), as successor Trustee (herein called the “Trustee”, which term includes any other successor trustee under
the Indenture) to JPMorgan Chase Bank, and reference is hereby made to the Indenture and to the Officers’ Certificate delivered
pursuant to Section 2.08 of the Indenture with respect to this security for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, 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, initially limited in aggregate principal amount to U.S.$1,000,000,000.


 


The Securities
of this series are subject to redemption, as a whole or in part, at any time and from time to time, at the election of the Issuer,
upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 10 basis points plus, in each of cases (i) and (ii) above, accrued interest
thereon to the date of redemption.


 


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the semiannual 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 such redemption date.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed 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 Securities.


 


“Comparable Treasury
Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


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


 


“Reference Treasury
Dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. LLC, and their respective successors; provided, however, 



     


     


    

that if the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 


“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 Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.


 


“Business
Day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in
respect of the Securities, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close.


 


The Securities
may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice
given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest
to the date fixed for redemption if (a) as a result of a change in or any amendment to the laws or any regulations or rulings
promulgated thereunder of the jurisdiction in which the Issuer is resident for tax purposes (or of any political subdivision or
taxing authority thereof or therein) (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor
Person is organized or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation
of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision or taxing authority thereof or therein (or such other jurisdiction or political subdivision or taxing authority) is
a party, which change, amendment application, interpretation or execution becomes effective on or after November 10, 2015 (or,
in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable
provision of the Indenture), the Issuer would be required to pay Additional Amounts, as described below or (b) the Issuer has
been advised by its independent legal adviser that, as a result of any action taken by any taxing authority of, or any action
brought in a court of competent jurisdiction in, the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision thereof (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor Person is
organized or any political subdivision thereof) (whether or not such action was taken or brought with respect to the Issuer),
which action is taken or brought on or after November 10, 2015 (or, in the case of a successor Person to the Issuer, the date
on which such successor Person became such pursuant to the applicable provision of the Indenture), the Issuer will be required
to pay Additional Amounts, as described below, and the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Issuer. Prior to any redemption of such a series of Securities, the Issuer shall provide
the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant
to this paragraph have occurred. Such Opinion of Counsel shall be based on the laws in 



     


     


    

effect on the date of such opinion or to
become effective on or before the next succeeding date for payment of principal or interest.


 


In the event
of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture
contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.


 


If an
Event of Default with respect to Securities of this series 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. If any deduction or
withholding for any present or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever
imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which the Issuer is
resident for tax purposes (or any political subdivision or taxing authority thereof or therein) shall at any time be required
from any amounts to be paid by the Issuer under the Securities, the Issuer (subject to compliance by the Holder of such
Securities with any administrative requirements) will pay to the Holder of this Security, such additional amounts
(“Additional Amounts”) as will result in the receipt of such amounts as would have been received by the Holder
had no such withholding or deduction been required; provided, however, that the Issuer shall not be required to
make any payment of additional amounts for or on account of:


 


(1)       any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder of this Security is or has been a domiciliary, national or resident of, or engaging or having
been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically
present in, the jurisdiction in which the Issuer is resident for tax purposes or any political subdivision or taxing authority
thereof or therein or otherwise having or having had some connection with the jurisdiction in which the Issuer is resident for
tax purposes or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security,
or the collection of principal of, premium, if any, or interest, if any, on, or the enforcement of, this Security;


 


(2)       any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than thirty days after the date on which
such payment became due or was provided for, whichever is later;


 


(3)       any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;


 



     


     


    




(4)       any
present or future tax, levy, impost or other governmental charge which is payable in a manner that does not involve deduction
or withholding from payments on or in respect of this Security;


 


(5)        any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or connection with any jurisdiction in which the Issuer
is resident for tax purposes or any political subdivision or taxing authority thereof or therein, if compliance is required by
treaty or by statute, regulation or administrative practice of such jurisdiction or any such political subdivision or taxing authority
thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;


 


(6)        any
present or future tax, levy, impost or other governmental charge is required to be made pursuant to European Council Directive
2003/48/EC or any other directive amending, supplementing or replacing such Directive or any law implementing or complying with,
or introduced in order to conform to, such Directive or directives;


 


(7)        any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by presenting this
Security to another paying agent in a Member State of the European Union or elsewhere;


 


(8)        any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the
paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in
the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption
therefrom;


 


(9)        the
tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any
current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United
States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect
to FATCA; or


 


(10)        any
present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than
the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary,
member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not



     


     


    

 have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the
actual Holder of this Security; or


 


(11)        any
combination of items referred to in (1) through (10) above.


 


The foregoing provisions shall
apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental
charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is organized, or any political subdivision
or taxing authority thereof or therein.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principle
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to
waive compliance by the Issuer 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 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.


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest
on this Security on or after the respective due dates expressed herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.


 


The Securities
of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof.



     


     


    




 


No service
charge shall be made for any such registration of transfer or exchange, but the Issuer 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 presentation of this Security
for registration of transfer, the Issuer, the Trustee and any agent of the Issuer 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 of
the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security shall be governed by and construed
in accordance with the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 




     


     


    

SCHEDULE
OF PRINCIPAL AMOUNT


 


The initial principal amount of this Security
shall be $500,000,000. The following decreases/increases in the principal amount of this Security have been made:


 


 





	Date of 

Decrease/Increase	 	Decrease in 

Principal 

Amount	 	Increase in 

Principal

 Amount	 	Total Principal 

Amount 

Following such Decrease/Increase	 	Notation Made 

by or on Behalf 

of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 





 




     


     


    

Exhibit
B




 


 


 


 


 


 



     


     


    




THIS SECURITY IS A GLOBAL
REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


ASTRAZENECA
PLC


 


2.375% Notes
due 2020


 





	No. 00[ ]	$[ ]00,000,000







 


CUSIP No.
046353AK4


 ISIN
No. US046353AK44


 


ASTRAZENECA PLC, a public limited company
incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [ ] Hundred Million Dollars on November 16, 2020 and to pay interest thereon from November 16, 2015 or from
the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in
arrears on May 16 and November 16 in each year, commencing May 16, 2016 (each, an “Interest Payment Date”), at the
rate of 2.375% 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 will, as provided in such 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 (as defined
below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not
such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided
for will 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 subsequent record date
(the “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not
be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders
of Securities of this series not less than 15 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 said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, 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 Issuer payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


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 by manual signature of an authorized signatory, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




     


     


    

IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed manually or in facsimile.


 





Dated:     November
16, 2015


 


	 	ASTRAZENECA PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


This is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.


 


Dated:     November
16, 2015


 


	 	The Bank of New York
MELLON As Trustee
	 	 
	 	 
	 	By:	                     
	 	




 






    [Signature
                                         page to 2020 Global Note No. [ ]]



     


    




 


This Security
is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued
in one or more series under an Indenture, dated as of April 1, 2004 (herein called the “Indenture” which term shall
have the meaning assigned to it in such instrument), among the Issuer and The Bank of New York Mellon (formerly known as The Bank
of New York), as successor Trustee (herein called the “Trustee”, which term includes any other successor trustee under
the Indenture) to JPMorgan Chase Bank, and reference is hereby made to the Indenture and to the Officers’ Certificate delivered
pursuant to Section 2.08 of the Indenture with respect to this security for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, 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, initially limited in aggregate principal amount to U.S.$1,600,000,000.


 


The Securities
of this series are subject to redemption, as a whole or in part, at any time and from time to time, at the election of the Issuer,
upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis points plus, in each of cases (i) and (ii) above, accrued interest
thereon to the date of redemption.


 


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the semiannual 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 such redemption date.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed 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 Securities.


 


“Comparable Treasury
Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such 



    
 


     


    

Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


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


 


“Reference Treasury
Dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. LLC, and their respective successors; provided, however, that if the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 


“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 Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.


 


“Business
Day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in
respect of the Securities, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close.


 


The Securities
may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice
given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest
to the date fixed for redemption if (a) as a result of a change in or any amendment to the laws or any regulations or rulings
promulgated thereunder of the jurisdiction in which the Issuer is resident for tax purposes (or of any political subdivision or
taxing authority thereof or therein) (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor
Person is organized or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation
of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision or taxing authority thereof or therein (or such other jurisdiction or political subdivision or taxing authority) is
a party, which change, amendment 



    
 


     


    

application, interpretation or execution becomes effective on or after November 10, 2015 (or,
in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable
provision of the Indenture), the Issuer would be required to pay Additional Amounts, as described below or (b) the Issuer has
been advised by its independent legal adviser that, as a result of any action taken by any taxing authority of, or any action
brought in a court of competent jurisdiction in, the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision thereof (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor Person is
organized or any political subdivision thereof) (whether or not such action was taken or brought with respect to the Issuer),
which action is taken or brought on or after November 10, 2015 (or, in the case of a successor Person to the Issuer, the date
on which such successor Person became such pursuant to the applicable provision of the Indenture), the Issuer will be required
to pay Additional Amounts, as described below, and the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Issuer. Prior to any redemption of such a series of Securities, the Issuer shall provide
the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant
to this paragraph have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to
become effective on or before the next succeeding date for payment of principal or interest.


 


In the event
of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture
contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.


 


If an Event
of Default with respect to Securities of this series 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.


 


If any deduction or withholding for any present
or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the government of any jurisdiction in which the Issuer is resident for tax purposes (or any political
subdivision or taxing authority thereof or therein) shall at any time be required from any amounts to be paid by the Issuer under
the Securities, the Issuer (subject to compliance by the Holder of such Securities with any administrative requirements) will
pay to the Holder of this Security, such additional amounts (“Additional Amounts”) as will result in the receipt of
such amounts as would have been received by the Holder had no such withholding or deduction been required; provided, however,
that the Issuer shall not be required to make any payment of additional amounts for or on account of:


 


(1)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder of this Security is or has been a domiciliary, national or resident of, or engaging or having
been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically
present in, the jurisdiction in which the Issuer is resident for tax purposes or any political subdivision or taxing authority
thereof or therein or otherwise having or having had some connection with the jurisdiction in which the Issuer is resident for
tax purposes or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security,
or the collection of principal of, premium, if any, or interest, if any, on, or the enforcement of, this Security;


 


(2)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than thirty days after the date on which
such payment became due or was provided for, whichever is later;


 


(3)                  any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;


 


(4)                  any
present or future tax, levy, impost or other governmental charge which is payable in a manner that does not involve deduction
or withholding from payments on or in respect of this Security;


 


(5)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or connection with any jurisdiction in which the Issuer
is resident for tax purposes or any political subdivision or taxing authority thereof or therein, if compliance is required by
treaty or by statute, regulation or administrative practice of such jurisdiction or any such political subdivision or taxing authority
thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;


 


(6)                  any
present or future tax, levy, impost or other governmental charge is required to be made pursuant to European Council Directive
2003/48/EC or any other directive amending, supplementing or



    
 


     


    

replacing such Directive or any law implementing
or complying with, or introduced in order to conform to, such Directive or directives;


 


(7)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by presenting this
Security to another paying agent in a Member State of the European Union or elsewhere;


 


(8)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the
paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in
the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption
therefrom;


 


(9)                  the
tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any
current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United
States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect
to FATCA; or


 


(10)                  any
present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than
the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary,
member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject
to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of this
Security; or


 


(11)                  any
combination of items referred to in (1) through (10) above.


 


The foregoing provisions shall
apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental
charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is organized, or any political subdivision
or taxing authority thereof or therein.


 



    
 


     


    




The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principle
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to
waive compliance by the Issuer 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 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.


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest
on this Security on or after the respective due dates expressed herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.


 


The Securities
of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof.


 


No service
charge shall be made for any such registration of transfer or exchange, but the Issuer 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
presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer 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 of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security
shall be governed by and construed in accordance with the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 




    
 


     


    

SCHEDULE
OF PRINCIPAL AMOUNT


 


The initial principal amount of this Security
shall be $[ ]00,000,000. The following decreases/increases in the principal amount of this Security have been made:


 


 





	Date of 

Decrease/Increase	 	Decrease in 

Principal 

Amount	 	Increase in 

Principal

 Amount	 	Total Principal 

Amount 

Following such Decrease/Increase	 	Notation Made 

by or on Behalf 

of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 






    
 


     


    

 





Exhibit
C




 


 


 


 


 


 


 






    
 


     


    

 


THIS SECURITY IS A GLOBAL
REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


ASTRAZENECA
PLC


 


3.375% Notes
due 2025


 





	No. 00[ ]	$500,000,000







 


CUSIP No.
046353AL2





ISIN No. US046353AL27


 


ASTRAZENECA PLC, a public limited company
incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Five Hundred Million Dollars on November 16, 2025 and to pay interest thereon from November 16, 2015 or from
the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in
arrears on May 16 and November 16 in each year, commencing May 16, 2016 (each, an “Interest Payment Date”), at the
rate of 3.375% 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 will, as provided in such 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 (as defined
below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not
such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided
for will 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 subsequent record date
(the “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not
be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders
of Securities of this series not less than 15 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 said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, 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 Issuer payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


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 by manual signature of an authorized signatory, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    



     


    

 


IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed manually or in facsimile.


 





Dated:     November
16, 2015


 


	 	ASTRAZENECA PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


This is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.


 


Dated:     November
16, 2015


 


	 	The Bank of New York
MELLON As Trustee
	 	 
	 	 
	 	By:	                     
	 	







 






    
 


     


    

This Security
is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued
in one or more series under an Indenture, dated as of April 1, 2004 (herein called the “Indenture” which term shall
have the meaning assigned to it in such instrument), among the Issuer and The Bank of New York Mellon (formerly known as The Bank
of New York), as successor Trustee (herein called the “Trustee”, which term includes any other successor trustee under
the Indenture) to JPMorgan Chase Bank, and reference is hereby made to the Indenture and to the Officers’ Certificate delivered
pursuant to Section 2.08 of the Indenture with respect to this security for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, 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, initially limited in aggregate principal amount to U.S.$2,000,000,000.


 


The Securities
of this series are subject to redemption, as a whole or in part, at any time and from time to time, at the election of the Issuer,
upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 20 basis points plus, in each of cases (i) and (ii) above, accrued interest
thereon to the date of redemption.


 


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the semiannual 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 such redemption date.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed 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 Securities.


 


“Comparable Treasury
Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such



     


     


    

 Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


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


 


“Reference Treasury
Dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. LLC, and their respective successors; provided, however, that if the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 


“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 Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.


 


“Business
Day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in
respect of the Securities, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close.


 


The Securities
may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice
given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest
to the date fixed for redemption if (a) as a result of a change in or any amendment to the laws or any regulations or rulings
promulgated thereunder of the jurisdiction in which the Issuer is resident for tax purposes (or of any political subdivision or
taxing authority thereof or therein) (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor
Person is organized or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation
of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision or taxing authority thereof or therein (or such other jurisdiction or political subdivision or taxing authority) is
a party, which change, amendment 



     


     


    

application, interpretation or execution becomes effective on or after November 10, 2015 (or,
in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable
provision of the Indenture), the Issuer would be required to pay Additional Amounts, as described below or (b) the Issuer has
been advised by its independent legal adviser that, as a result of any action taken by any taxing authority of, or any action
brought in a court of competent jurisdiction in, the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision thereof (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor Person is
organized or any political subdivision thereof) (whether or not such action was taken or brought with respect to the Issuer),
which action is taken or brought on or after November 10, 2015 (or, in the case of a successor Person to the Issuer, the date
on which such successor Person became such pursuant to the applicable provision of the Indenture), the Issuer will be required
to pay Additional Amounts, as described below, and the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Issuer. Prior to any redemption of such a series of Securities, the Issuer shall provide
the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant
to this paragraph have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to
become effective on or before the next succeeding date for payment of principal or interest.


 


In the event
of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture
contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.


 


If an Event
of Default with respect to Securities of this series 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.


 


If any deduction or withholding for any present
or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the government of any jurisdiction in which the Issuer is resident for tax purposes (or any political
subdivision or taxing authority thereof or therein) shall at any time be required from any amounts to be paid by the Issuer under
the Securities, the Issuer (subject to compliance by the Holder of such Securities with any administrative requirements) will
pay to the Holder of this Security, such additional amounts (“Additional Amounts”) as will result in the receipt of
such amounts as would have been received by the Holder had no such withholding or deduction been



     


     


    

 required; provided, however, that the Issuer shall not be required to make any payment of additional
amounts for or on account of:


 


(1)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder of this Security is or has been a domiciliary, national or resident of, or engaging or having
been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically
present in, the jurisdiction in which the Issuer is resident for tax purposes or any political subdivision or taxing authority
thereof or therein or otherwise having or having had some connection with the jurisdiction in which the Issuer is resident for
tax purposes or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security,
or the collection of principal of, premium, if any, or interest, if any, on, or the enforcement of, this Security;


 


(2)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than thirty days after the date on which
such payment became due or was provided for, whichever is later;


 


(3)                  any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;


 


(4)                  any
present or future tax, levy, impost or other governmental charge which is payable in a manner that does not involve deduction
or withholding from payments on or in respect of this Security;


 


(5)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or connection with any jurisdiction in which the Issuer
is resident for tax purposes or any political subdivision or taxing authority thereof or therein, if compliance is required by
treaty or by statute, regulation or administrative practice of such jurisdiction or any such political subdivision or taxing authority
thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;


 


(6)                  any
present or future tax, levy, impost or other governmental charge is required to be made pursuant to European Council Directive
2003/48/EC or any other directive amending, supplementing or



     


     


    

replacing such Directive or any law implementing
or complying with, or introduced in order to conform to, such Directive or directives;


 


(7)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by presenting this
Security to another paying agent in a Member State of the European Union or elsewhere;


 


(8)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the
paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in
the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption
therefrom;


 


(9)                  the
tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any
current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United
States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect
to FATCA; or


 


(10)                  any
present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than
the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary,
member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject
to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of this
Security; or


 


(11)                  any
combination of items referred to in (1) through (10) above.


 


The foregoing provisions shall
apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental
charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is organized, or any political subdivision
or taxing authority thereof or therein.


 



     


     


    




The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principle
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to
waive compliance by the Issuer 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 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.


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest
on this Security on or after the respective due dates expressed herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.


 


The Securities
of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof.


 


No service
charge shall be made for any such registration of transfer or exchange, but the Issuer 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 presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer 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 of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security
shall be governed by and construed in accordance with the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 




     


     


    

SCHEDULE
OF PRINCIPAL AMOUNT


 


The initial
principal amount of this Security shall be $500,000,000. The following decreases/increases in the principal amount of this Security
have been made:


 


 





	Date of 

Decrease/Increase	 	Decrease in 

Principal 

Amount	 	Increase in 

Principal

 Amount	 	Total Principal 

Amount 

Following such Decrease/Increase	 	Notation Made 

by or on Behalf 

of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 







     


     


    

Exhibit
D




 


 






     


     


    

 


THIS SECURITY IS A GLOBAL
REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


ASTRAZENECA
PLC


 


4.375% Notes
due 2045


 





	No. 00[ ]	$500,000,000







 


CUSIP No.
046353AM0





ISIN No. US046353AM00


 


ASTRAZENECA PLC, a public limited company
incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Five Hundred Million Dollars on November 16, 2045 and to pay interest thereon from November 16, 2015 or from
the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in
arrears on May 16 and November 16 in each year, commencing May 16, 2016 (each, an “Interest Payment Date”), at the
rate of 4.375% 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 will, as provided in such 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 (as defined
below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not
such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided
for will 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 subsequent record date
(the “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not
be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders
of Securities of this series not less than 15 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 said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, 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 Issuer payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


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 by manual signature of an authorized signatory, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




     


     


    

 


IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed manually or in facsimile.


 





Dated:     November
16, 2015


 


	 	ASTRAZENECA PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


This is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.


 


Dated:     November
16, 2015


 


	 	The Bank of New York
MELLON As Trustee
	 	 
	 	 
	 	By:	                     
	 	







 







    [Signature
                                         page to 2045 Global Note No. [ ]]



     


    




 


This Security
is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued
in one or more series under an Indenture, dated as of April 1, 2004 (herein called the “Indenture” which term shall
have the meaning assigned to it in such instrument), among the Issuer and The Bank of New York Mellon (formerly known as The Bank
of New York), as successor Trustee (herein called the “Trustee”, which term includes any other successor trustee under
the Indenture) to JPMorgan Chase Bank, and reference is hereby made to the Indenture and to the Officers’ Certificate delivered
pursuant to Section 2.08 of the Indenture with respect to this security for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, 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, initially limited in aggregate principal amount to U.S.$1,000,000,000.


 


The Securities
of this series are subject to redemption, as a whole or in part, at any time and from time to time, at the election of the Issuer,
upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 25 basis points plus, in each of cases (i) and (ii) above, accrued interest
thereon to the date of redemption.


 


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the semiannual 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 such redemption date.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed 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 Securities.


 


“Comparable Treasury
Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such



     


     


    

 Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


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


 


“Reference Treasury
Dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. LLC, and their respective successors; provided, however, that if the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 


“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 Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.


 


“Business
Day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in
respect of the Securities, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close.


 


The Securities
may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice
given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest
to the date fixed for redemption if (a) as a result of a change in or any amendment to the laws or any regulations or rulings
promulgated thereunder of the jurisdiction in which the Issuer is resident for tax purposes (or of any political subdivision or
taxing authority thereof or therein) (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor
Person is organized or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation
of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision or taxing authority thereof or therein (or such other jurisdiction or political subdivision or taxing authority) is
a party, which change, amendment 



     


     


    

application, interpretation or execution becomes effective on or after November 10, 2015 (or,
in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable
provision of the Indenture), the Issuer would be required to pay Additional Amounts, as described below or (b) the Issuer has
been advised by its independent legal adviser that, as a result of any action taken by any taxing authority of, or any action
brought in a court of competent jurisdiction in, the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision thereof (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor Person is
organized or any political subdivision thereof) (whether or not such action was taken or brought with respect to the Issuer),
which action is taken or brought on or after November 10, 2015 (or, in the case of a successor Person to the Issuer, the date
on which such successor Person became such pursuant to the applicable provision of the Indenture), the Issuer will be required
to pay Additional Amounts, as described below, and the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Issuer. Prior to any redemption of such a series of Securities, the Issuer shall provide
the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant
to this paragraph have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to
become effective on or before the next succeeding date for payment of principal or interest.


 


In the event
of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture
contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.


 


If an Event
of Default with respect to Securities of this series 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.


 


If any deduction or withholding for any present
or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the government of any jurisdiction in which the Issuer is resident for tax purposes (or any political
subdivision or taxing authority thereof or therein) shall at any time be required from any amounts to be paid by the Issuer under
the Securities, the Issuer (subject to compliance by the Holder of such Securities with any administrative requirements) will
pay to the Holder of this Security, such additional amounts (“Additional Amounts”) as will result in the receipt of
such amounts as would have been 



     


     


    

received by the Holder had no such withholding
or deduction been required; provided, however, that the Issuer shall not be required to make any payment of additional
amounts for or on account of:


 


(1)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder of this Security is or has been a domiciliary, national or resident of, or engaging or having
been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically
present in, the jurisdiction in which the Issuer is resident for tax purposes or any political subdivision or taxing authority
thereof or therein or otherwise having or having had some connection with the jurisdiction in which the Issuer is resident for
tax purposes or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security,
or the collection of principal of, premium, if any, or interest, if any, on, or the enforcement of, this Security;


 


(2)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than thirty days after the date on which
such payment became due or was provided for, whichever is later;


 


(3)                  any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;


 


(4)                  any
present or future tax, levy, impost or other governmental charge which is payable in a manner that does not involve deduction
or withholding from payments on or in respect of this Security;


 


(5)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or connection with any jurisdiction in which the Issuer
is resident for tax purposes or any political subdivision or taxing authority thereof or therein, if compliance is required by
treaty or by statute, regulation or administrative practice of such jurisdiction or any such political subdivision or taxing authority
thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;


 


(6)                  any
present or future tax, levy, impost or other governmental charge is required to be made pursuant to European Council Directive
2003/48/EC or any other directive amending, supplementing or



     


     


    

 replacing such Directive or any law implementing
or complying with, or introduced in order to conform to, such Directive or directives;


 


(7)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by presenting this
Security to another paying agent in a Member State of the European Union or elsewhere;


 


(8)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the
paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in
the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption
therefrom;


 


(9)                  the
tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any
current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United
States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect
to FATCA; or


 


(10)                  any
present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than
the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary,
member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject
to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of this
Security; or


 


(11)                  any
combination of items referred to in (1) through (10) above.


 


The foregoing provisions shall
apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental
charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is organized, or any political subdivision
or taxing authority thereof or therein.


 



     


     


    




The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principle
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to
waive compliance by the Issuer 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 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.


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest
on this Security on or after the respective due dates expressed herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.


 


The Securities
of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof.


 


No service
charge shall be made for any such registration of transfer or exchange, but the Issuer 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 presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer 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 of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security
shall be governed by and construed in accordance with the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 




     


     


    

SCHEDULE
OF PRINCIPAL AMOUNT


 


The initial principal amount of this Security
shall be $500,000,000. The following decreases/increases in the principal amount of this Security have been made:


 





	Date of 

Decrease/Increase	 	Decrease in 

Principal 

Amount	 	Increase in 

Principal

 Amount	 	Total Principal 

Amount 

Following such Decrease/Increase	 	Notation Made 

by or on Behalf 

of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 







     


     


    

Exhibit
E




 


 






     


     


    

 


THIS SECURITY IS A GLOBAL
REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


ASTRAZENECA
PLC


 


Floating
Rate Notes due 2018


 





	No. 001	$400,000,000







 


CUSIP No.
046353AJ7


 


ISIN No. US046353AJ70


 


ASTRAZENECA PLC, a public limited company
incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Four Hundred Million Dollars on November 16, 2018 and to pay interest thereon from November 16, 2015 or from
the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears
on February 16, May 16, August 16 and November 16 in each year, commencing February 16, 2016 (each, an “Interest Payment
Date”), at the rate per annum determined in accordance with the provisions set forth on the reverse side hereof, 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 will, as provided in such 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 (as defined below) for such interest
which shall be the 15th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day
(as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will 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 subsequent record date (the “Special Record
Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business
Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this
series not less than 15 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 said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, 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 Issuer payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


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 by manual signature of an authorized signatory, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




     


     


    




IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed manually or in facsimile.


 





Dated:     November
16, 2015


 


	 	ASTRAZENECA PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


This is one
of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


 


Dated:     November
16, 2015


 


	 	The Bank of New York
MELLON As Trustee
	 	 
	 	 
	 	By:	                     
	 	







 




    
[Signature page to Floating Rate Global Note No. 1]




     


    

This Security
is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued
in one or more series under an Indenture, dated as of April 1, 2004 (herein called the “Indenture” which term shall
have the meaning assigned to it in such instrument), among the Issuer and The Bank of New York Mellon (formerly known as The Bank
of New York), as successor Trustee (herein called the “Trustee”, which term includes any other successor trustee under
the Indenture) to JPMorgan Chase Bank, and reference is hereby made to the Indenture and to the Officers’ Certificate delivered
pursuant to Section 2.08 of the Indenture with respect to this security for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, 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, initially limited in aggregate principal amount to U.S.$400,000,000.


 


Interest
on the Securities is payable quarterly on February 16, May 16, August 16 and November 16 of each year, commencing February 16,
2016. However, if an Interest Payment Date would fall on a day that is
not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that
if the Business Day falls in the next succeeding calendar month, the applicable Interest Payment Date will be the immediately
preceding Business Day. In each such case, except for the Interest Payment Date falling on the maturity date, the Interest Periods
(as defined below) and the Interest Reset Dates will be adjusted accordingly to calculate the amount of interest payable on the
Securities.


 


“Business
Day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in
respect of the Securities, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close.


 


A
“London Business Day” means  a day on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.


 


The interest
rate for the Securities for the first Interest Period (as defined below) will be LIBOR (as defined below) as determined on November
12, 2015 plus the Spread. Thereafter, the interest rate for each Interest Period other than the first Interest Period will be
LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated
on the basis of a 360-day year and the actual number of days elapsed. The Spread is 53 basis points.


 


The interest
rate will be reset on February 16, May 16, August 16 and November 16 of each year, commencing February 16, 2016 (each, an “Interest
Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, that Interest Reset
Date will be postponed to the next succeeding day that is a Business Day, except that if the Business Day falls in the next succeeding
calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day.


 



    





     


    




The first
interest period will be the period from and including the original issue date to but excluding the immediately succeeding Interest
Reset Date. Thereafter, the interest periods will be the periods from and including an Interest Reset Date to but excluding the
immediately succeeding Interest Reset Date (together with the first interest period, each an “Interest Period”). However,
the final Interest Period will be the period from and including the Interest Reset Date immediately preceding the maturity date
to the maturity date.


 


The Bank
of New York Mellon, or its successor appointed by the Issuer, will act as calculation agent (the “Calculation Agent”).
The Calculation Agent in respect of this Security, will determine LIBOR (as defined below) for each Interest Period on the second
London Business Day prior to the first day of such Interest Period (an “Interest Determination Date”).


 


“LIBOR” means,
with respect to any Interest Determination Date, the offered rate for deposits of US dollars having a maturity of three months
that appears on the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such
other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other
entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or
its successor no longer does so) (the “Designated LIBOR Page”).


 


If no rate appears on the
Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately
11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S. dollars are offered to prime banks in the
London inter-bank market by four major banks in such market selected by the Calculation Agent, after consultation with the Issuer,
for a term of three months and in a principal amount equal to an amount that in the judgment of the Calculation Agent is representative
for a single transaction in US dollars in such market at such time (a “Representative Amount”). The Calculation Agent
will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR for such Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five-millionths of a percentage point rounded upwards) of such quotations. If fewer than two such
quotations are provided, LIBOR for such Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five millionths of a percentage point rounded upwards) of the rates quoted at approximately 11:00
a.m. in the City of New York on such Interest Determination Date by three major banks in New York City, selected by the Calculation
Agent, after consultation with the Issuer, for loans in U.S. dollars to leading European 



     


     


    

banks, for a term of three months and
in a Representative Amount; provided, however, that if the banks so selected are not quoting as mentioned above, the then-existing
LIBOR rate will remain in effect for such Interest Period.


 


The interest
rate on the Securities will in no event be higher than the maximum rate permitted by law.


 


The Securities
may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice
given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest
to the date fixed for redemption if (a) as a result of a change in or any amendment to the laws or any regulations or rulings
promulgated thereunder of the jurisdiction in which the Issuer is resident for tax purposes (or of any political subdivision or
taxing authority thereof or therein) (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor
Person is organized or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation
of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision or taxing authority thereof or therein (or such other jurisdiction or political subdivision or taxing authority) is
a party, which change, amendment application, interpretation or execution becomes effective on or after November 10, 2015 (or,
in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable
provision of the Indenture), the Issuer would be required to pay Additional Amounts, as described below or (b) the Issuer has
been advised by its independent legal adviser that, as a result of any action taken by any taxing authority of, or any action
brought in a court of competent jurisdiction in, the jurisdiction in which the Issuer is resident for tax purposes or any political
subdivision thereof (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor Person is
organized or any political subdivision thereof) (whether or not such action was taken or brought with respect to the Issuer),
which action is taken or brought on or after November 10, 2015 (or, in the case of a successor Person to the Issuer, the date
on which such successor Person became such pursuant to the applicable provision of the Indenture), the Issuer will be required
to pay Additional Amounts, as described below, and the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Issuer. Prior to any redemption of such a series of Securities, the Issuer shall provide
the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant
to this paragraph have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to
become effective on or before the next succeeding date for payment of principal or interest.


 


Subject to
the immediately preceding three paragraphs, the Securities are not subject to redemption.


 



     


     


    




The Indenture
contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.


 


If an Event
of Default with respect to Securities of this series 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.


 


If any deduction
or withholding for any present or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever
imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which the Issuer is resident
for tax purposes (or any political subdivision or taxing authority thereof or therein) shall at any time be required from any
amounts to be paid by the Issuer under the Securities, the Issuer (subject to compliance by the Holder of such Securities with
any administrative requirements) will pay to the Holder of this Security, such additional amounts (“Additional Amounts”)
as will result in the receipt of such amounts as would have been received by the Holder had no such withholding or deduction been
required; provided, however, that the Issuer shall not be required to make any payment of additional amounts for
or on account of:


 


(1)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder of this Security is or has been a domiciliary, national or resident of, or engaging or having
been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically
present in, the jurisdiction in which the Issuer is resident for tax purposes or any political subdivision or taxing authority
thereof or therein or otherwise having or having had some connection with the jurisdiction in which the Issuer is resident for
tax purposes or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security,
or the collection of principal of, premium, if any, or interest, if any, on, or the enforcement of, this Security;


 


(2)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than thirty days after the date on which
such payment became due or was provided for, whichever is later;


 


(3)                  any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;


 


(4)                  any
present or future tax, levy, impost or other governmental charge which is payable in a manner that does not involve deduction
or withholding from payments on or in respect of this Security;


 



     


     


    




(5)                  any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other
reporting requirements concerning the nationality, residence, identity or connection with any jurisdiction in which the Issuer
is resident for tax purposes or any political subdivision or taxing authority thereof or therein, if compliance is required by
treaty or by statute, regulation or administrative practice of such jurisdiction or any such political subdivision or taxing authority
thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;


 


(6)                  any
present or future tax, levy, impost or other governmental charge is required to be made pursuant to European Council Directive
2003/48/EC or any other directive amending, supplementing or replacing such Directive or any law implementing or complying with,
or introduced in order to conform to, such Directive or directives;


 


(7)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by presenting this
Security to another paying agent in a Member State of the European Union or elsewhere;


 


(8)                  any
present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the
paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in
the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption
therefrom;


 


(9)                  the
tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any
current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United
States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect
to FATCA; or


 


(10)                  any
present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than
the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary,
member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject
to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of this
Security; or


 



     


     


    




(11)                  any combination
of items referred to in (1) through (10) above.


 


The foregoing provisions shall
apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental
charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is organized, or any political subdivision
or taxing authority thereof or therein.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principle
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to
waive compliance by the Issuer 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 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.


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest
on this Security on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed or to convert this Security as provided in the Indenture.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.






     


     


    

 


No service
charge shall be made for any such registration of transfer or exchange, but the Issuer 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 presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer 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 of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security
shall be governed by and construed in accordance with the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 




     


     


    

SCHEDULE
OF PRINCIPAL AMOUNT


 


             
The initial principal amount of this Security shall be $400,000,000. The following decreases/increases in the principal
amount of this Security have been made:


 





	Date of 

Decrease/Increase	 	Decrease in 

Principal 

Amount	 	Increase in 

Principal

 Amount	 	Total Principal 

Amount 

Following such Decrease/Increase	 	Notation Made 

by or on Behalf 

of Trustee