Exhibit 4.1


 


SMITH &
NEPHEW PLC



OFFICERS’ CERTIFICATE


 


The undersigned,
Anne-Françoise Nesmes and Helen Barraclough,, being a Director and the Company Secretary , respectively, of Smith & Nephew
plc (the “Issuer”) in connection with the issuance of €500,000,000 aggregate principal amount of its 4.565% Notes
due 2029 (the “Notes”) pursuant to the Indenture, dated as of October 14, 2020 (the “Indenture”),
between the Issuer and The Bank of New York Mellon, London Branch as trustee (section references herein being to the Indenture), and
pursuant to the authorization of the Board of Directors of the Issuer at its meetings held on July 27, 2022 and the authorization of
the Issuer’s Notes Offering Committee by written resolution dated October 4, 2022, do hereby certify that the following form, terms
and conditions of the Notes were established as required pursuant to Section 2.01 and Section 2.07 of the Indenture:


 


	Title of Notes	500,000,000 4.565% Notes due 2029
	Initial Aggregate Principal Amount of Notes	€500,000,000 (the “Aggregate Principal Amount”)
	Price to Public	100.000% of the Aggregate Principal Amount of the Notes, plus accrued
    interest, if any, from October 11, 2022
	Issue Date	October 11, 2022
	Form of Notes	The Notes will be issued in book-entry form and will be represented
    by a global note deposited with, or on behalf of, a common depository for Clearstream Banking S.A. (“Clearstream”)
    and Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear System, and registered in the name of the
    nominee of the common depository. Beneficial interests in the Notes will be shown on, and transfers will be effected only through,
    records maintained by Clearstream and Euroclear and their participants, and these beneficial interests may not be exchanged for certificated
    notes, except in limited circumstances.
	Maturity Date	October 11, 2029
	Interest Rate for Notes	4.565% per annum
	Interest Periods for Notes	The first interest period for the Notes will be the period from and
    including the original issue date to, but excluding the first Interest Payment Date (as defined below). Thereafter, the interest
    periods for the Notes will be the periods from and including the Interest Payment Dates to but excluding the immediately succeeding
    Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest
    Period will be the period from and including the Interest Payment Date immediately preceding the maturity date to but excluding the
    maturity date, or the redemption date.


  


 




    1 


     


    

	Interest Payment Dates	Interest on
    the Notes shall be payable annually in arrears on October 11 of each year, commencing October 11, 2023 (each, an “Interest
    Payment Date”).

     

    Notwithstanding
the above, if an Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Interest Payment Date will
be postponed to the next succeeding day that is a Business Day, but no additional interest shall be paid unless the Issuer fails to make
payment on such date. 

	Regular Record Dates for Interest	Interest shall be paid to the holder in whose name the Notes are registered
    at the close of business on the calendar day preceding each applicable Interest Payment Date, whether or not such day is a Business
    Day.
	Business Day	Any day, other than a Saturday or Sunday, (1) which is not a day on
    which banking institutions in The City of New York or London are authorized or required by law, regulation or executive order to
    close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any
    successor thereto, operates.
	Place of Payment, Paying Agent	The Bank of New York Mellon,
London Branch

One Canada Square 

    London, E14 5AL 

    United Kingdom 

	Trustee	The Bank of New York Mellon, London Branch
	Notice and Demands to Issuer	Smith &Nephew
Inc. 

    150 Minuteman
Road 

    Andover, Massachusetts
01810 

    Attention: Helen
Barraclough 

    Group General
Counsel and Company Secretary 

    Email: Company.Secretary@smith-nephew.com 



   


 




    2 


     


    

	Redemption Provisions	 
	Optional Tax Redemption	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 form of Notes set forth in Exhibit A hereto.
	Optional Redemption	Optional, in
    whole or in part, at the option of the Issuer at any time and from time to time as follows: (i) prior to the Par Call Date (as defined
    below), at a redemption price equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed, and (B) as determined
    by an independent investment bank selected by the Issuer, the sum of the present values of the remaining scheduled payments of principal
    and interest thereon up to and including the Par Call Date, calculated as if the Notes matured on the Par Call Date (exclusive of
    interest accrued to the date of redemption) discounted to the redemption date on an annual basis ( ACTUAL/ACTUAL (ICMA)) at the applicable
    Comparable Government Bond Rate (as defined below) plus the Spread (as defined below) for the Notes, in either instance, plus accrued
    and unpaid interest to, but excluding, the date of redemption and (ii) on or after the Par Call Date, at a redemption price equal
    to 100% of the principal amount of the Notes being redeemed, plus, accrued and unpaid interest to, but excluding, the date of redemption.

     

    The Trustee
shall have no obligation to calculate any redemption price or any component thereof in respect of the Notes and the Trustee shall be
entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption
price. 



  


 




    3 


     


    

	 	“Comparable
    Government Bond” means, with respect to the Notes to be redeemed prior to the Par Call Date in relation to any Comparable
    Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a bond that is a direct
    obligation of the Federal Republic of Germany (a “German government bond”) whose maturity is closest to the Par Call
    Date, or if such independent investment bank in its discretion considers that such similar bond is not in issue, such other German
    government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government
    bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.

     

    “Comparable
    Government Bond Rate” means, with respect to any redemption date, the yield (rounded to three decimal places, with 0.0005
    being rounded upwards) of the Comparable Government Bond (as defined below) on the third Business Day prior to the date fixed for
    redemption, calculated on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London
    time) on such Business Day as determined by an independent investment bank and calculated in accordance with generally accepted market
    practice at such time.

     

    “Par
    Call Date” means July 11, 2029.

     

    “Spread”
means 45 basis points. 

	Redemption Notices	Notice of any redemption will be given
    to Euroclear and Clearstream at least 10 days but not more than 60 days prior to the redemption date. 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.	 
	Repurchase Upon Change of Control Repurchase Event	If a Change of Control Repurchase Event (as defined
    below) occurs, unless the Issuer has exercised its right to redeem all of the Notes, the Issuer will make an offer to purchase the
    Notes at a purchase price equal to 100% of its principal amount, plus accrued and unpaid interest, if any, to, but not including,
    the date of purchase unless the Notes have been previously redeemed or called for redemption. The Trustee shall have no obligation
    to determine whether a Change of Control Repurchase Event or any component thereof has occurred or is continuing.	 


  


 




    4 


     


    

	 	“Below
    Investment Grade Ratings Event” means the Notes cease to be rated Investment Grade by both Rating Agencies on any date
    during the period commencing on the earlier of (i) the occurrence of a Change of Control and (ii) public notice of the
    occurrence of a Change of Control or the Issuer’s intention to effect a Change of Control, and ending 60 days after (which
    60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade
    by any Rating Agency) the consummation of a Change of Control. Notwithstanding the foregoing, a Below Investment Grade Ratings Event
    otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change
    of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control
    Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply
    do not announce or publicly confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of any
    event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not
    the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event).

     

    “Change
    of Control” means the occurrence of any of the following:

     

    (i) the direct
or indirect sale, lease, transfer, conveyance or other disposition (other than by way of consolidation, amalgamation or merger), in one
or a series of related transactions, of all or substantially all of the Issuer’s assets and those of its Subsidiaries, taken as
a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to the Issuer or
one of its Subsidiaries; (ii) the consummation of any transaction or series of related transactions (including, without limitation, any
consolidation, amalgamation, or merger or other combination (including by way of a scheme of arrangement)) the result of which is that
any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Issuer or one or more of
its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 50% of the voting power of the Issuer’s total outstanding Voting Stock; or (iii) the adoption of a plan relating to
the Issuer’s liquidation or dissolution. A transaction shall not constitute a “Change of Control” for the purposes
of this definition if (i) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii) the
direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same
as the holders of the Issuer’s Voting Stock immediately prior to that transaction. 



   


 




    5 


     


    

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

     

    “Investment
    Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s)
    or a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent
    Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

     

    “Moody’s”
    means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, and its successors.

     

    “Rating
    Agency” means (i) each of Moody’s and S&P and (ii) if any of Moody’s or S&P ceases to rate the Notes
    or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally
    recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Issuer
    as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

     

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

     

    “Subsidiary”
    means, at any relevant time, any person of which the voting shares or other interests carrying more than 50% of the outstanding voting
    rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by or for the Issuer and/or
    one or more of its subsidiaries.

     

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




  


 




    6 


     


    

	Defeasance and Discharge of the Notes (Section 9.03)	Applicable. Section 9.03(iii) of the Indenture, is amended and replaced
    with “the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
    that all conditions precedent provided for relating to the defeasance, have been complied with and an Opinion of Counsel to the effect
    that the Holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a
    result of the defeasance and will be subject to the same U.S. federal income tax as would be the case if the defeasance did not occur.”






	Currency of Payment	All payments
    of interest, principal, including payments made upon any redemption of the Notes, and additional amounts as described below will
    be made in euro. If the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond
    the Issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have
    adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking
    community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer
    and so used. In such circumstances, the amount payable on any date in euro will be converted into U.S. dollars on the basis of the
    then most recently available market exchange rate for euro, as determined by the Issuer in the Issuer’s sole discretion. Any
    payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Notes or the indenture
    governing the Notes.

     

    Neither the
Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. 

	Further Issuances	The Issuer may, at its option, at any time and without the consent
    of the then existing holders of the Notes, reopen the Notes and issue additional Notes in one or more transactions after the date
    of the Prospectus Supplement (as defined below) with terms (other than the issue price, issuance date and, possibly, first interest
    Payment Date and original interest accrual date) identical to the original Notes. These additional Notes will be deemed to have been
    part of the original Notes and will provide the holders of these additional Notes the right to vote together with holders of the
    original Notes; provided, however, that if these additional Notes are not fungible with the original Notes for U.S. federal income
    tax purposes, these additional Notes will have a different Common Code, ISIN or other identifying number, as applicable. There is
    no limitation on the amount of Notes or other debt securities that the Issuer may issue under the Indenture.



 


 


 




    7 


     


    

	Sinking Fund	None.
	Additional Amounts	Pursuant to the form of Notes set forth in Exhibit A hereto, the Issuer
    may, subject to certain exceptions, be obligated to pay additional amounts.






	Electronic Means	The Trustee
    shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
    given pursuant to this Indenture and delivered using Electronic Means (as defined below); provided, however, that the Issuer shall
    provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
    Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended
    by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions
    using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding
    of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity
    of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been
    sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.
    The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the
    Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization
    codes, passwords and/or authentication keys upon receipt by the Issuer. The Trustee shall not be liable for any losses, costs or
    expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding
    such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising
    out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting
    on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections
    and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods
    of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed
    in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its
    particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use
    of the security procedures.

     

    "Electronic
Means" shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by
the Trustee as available for use in connection with its services hereunder. 



  


 




    8 


     


    

	Electronic Execution	The words “execution,” “signed,”
    “signature,” “delivery,” and words of like import in or relating to the Indenture or any document to be signed
    in connection with the Indenture (including the certificate of authentication, certificate of the Trustee and the Securities (as
    defined in the Indenture)) shall be deemed to include electronic signatures (e.g., by DocuSign or Adobe Sign), deliveries or the
    keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
    executed signature, physical delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties
    hereto and thereto consent to conduct the transactions contemplated hereunder by electronic means.
	Other Terms of the Notes	The other terms of the Notes shall be substantially as set forth in
    the Indenture and the form of Notes attached hereto as Exhibit A.


   


 




    9 


     


    

Each of the undersigned
hereby certifies that:


 


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



 


		2.	He or she
                                            has examined the resolutions of the Board of Directors and the Notes Offering Committee of
                                            the Issuer adopted prior to the date hereof relating to the authorization, issuance, authentication
                                            and delivery of the Notes, 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 or
                                            her opinion, he or she has made such examination or investigation as is necessary to enable
                                            him or her to express an informed opinion as to whether or not the covenants and conditions
                                            referred to above have been complied with.



 


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



 




    10 


     


    

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


 


Dated: October
11, 2022


 


	 	 /s/ Anne-Françoise Nesmes
	 	Name:	Anne-Françoise Nesmes
	 	Title:	Director
	 	 	 
	 	 	 
	 	 /s/ Helen Barraclough
	 	Name:	Helen Barraclough
	 	Title:	Company Secretary


 


[Signature Page
– Officers’ 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 DEPOSITORY
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 DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


SMITH & NEPHEW
PLC


 


4.565% Notes due
2029


 


	No.	 	 	 €500,000,000


 


ISIN:
XS2532473555


 


Common
Code: 253247355


 


SMITH
& NEPHEW 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
The Bank of New York DEPOSITORY (NOMINEEs) Limited,
or registered assigns, upon presentation and surrender of this Security the principal sum of Five Hundred Million euros (€500,000,000)
on October 11, 2029, and to pay interest thereon from October 11, 2023 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, annually in arrears on October 11 in each year, commencing October 11, 2023 (each an “Interest
Payment Date”), at the rate of 4.565% 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 the Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the regular
record date for such interest which shall be the calendar day preceding such Interest Payment Date (whether or not such day is a Business
Day) (“Regular Record Date”), 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 special record date (“Special Record Date”)
for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.


 




    A-1 


     


    

The
principal of (and premium, if any) and any such interest on this Security will be payable in euro; 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. If the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances
beyond the Issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that
have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking
community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer and
so used. In such circumstances, the amount payable on any date in euro will be converted into U.S. dollars on the basis of the then most
recently available market exchange rate for euro, as determined by the Issuer in its sole discretion. Any payment in respect of the Notes
so made in U.S. dollars will not constitute an event of default under the Notes or the indenture governing the Notes.


 


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.


 


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


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, by manual or pdf or other
electronically-imaged (including, without limitation, DocuSign or Adobe Sign) 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.


 




    A-2 


     


    

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


 


Dated: October
11, 2022


 


	 	SMITH & NEPHEW PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page
to Smith & Nephew plc Global Registered Security] 




    A-3 


     


    

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


 


Dated: October
11, 2022


 


	 	THE BANK OF NEW YORK MELLON,

                    LONDON BRANCH, as Trustee

	 	 
	 	 
	 	By:	 
	 	 	Authorized Officer


  


 


[Signature Page
to Smith & Nephew plc Global Registered Security]




    A-4 


     


    

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 October 14, 2020 (herein called the “Indenture”, which
term shall have the meaning assigned to it in such instrument), between the Issuer and The Bank of New York Mellon, London Branch, as
Trustee (herein called the “Trustee”, which term includes any other successor trustee under the Indenture), and reference
is hereby made to the Indenture 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, limited in aggregate principal amount to €500,000,000.


 


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 10 days nor more than 60 days’ notice as follows (1) prior to July 11, 2029 (the “Par Call
Date”) at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and
(B) as determined by an independent investment bank selected by the Issuer, the sum of the present values of the remaining scheduled
payments of principal and interest thereon up to and including the Par Call Date, calculated as if the Notes matured on the Par Call
Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL ICMA)
at the Comparable Government Bond Rate (as defined below) plus the Spread (as defined below) and (2) at any time on or after the Par
Call Date, as a whole or in part, at the election of the Issuer, at a Redemption Price equal to 100% of the principal amount of the Securities
being redeemed; plus, in each of cases (1) and (2) above, accrued and unpaid interest thereon to, but excluding, the date of redemption.


 


“Business
Day” means, any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New
York or London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.


 


“Comparable
Government Bond” means, with respect to the Notes to be redeemed prior to the Par Call Date in relation to any Comparable Government
Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a bond that is a direct obligation
of the Federal Republic of Germany (a “German government bond”) whose maturity is closest to the Par Call Date, or if such
independent investment bank in its discretion considers that such similar bond is not in issue, such other German government bond as
such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected
by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.


 




    A-5 


     


    

“Comparable
Government Bond Rate” means, with respect to any redemption date, the yield (rounded to three decimal places, with 0.0005 being
rounded upwards) of the Comparable Government Bond (as defined below) on the third Business Day prior to the date fixed for redemption,
calculated on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business
Day as determined by an independent investment bank selected by the Issuer and calculated in accordance with generally accepted market
practice at such time.


 


“Par
Call Date” means July 11, 2029.


 


“Spread”
means 45 basis points.


 


The
Indenture contains provisions to the effect that, in the event of various tax law changes and other limited circumstances that require
the Issuer to pay additional amounts, the Issuer may redeem all, but not less than all, of the Securities of a series at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to but excluding the date of redemption, which provisions
apply to this Security.


 


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
any deduction or withholding for any present or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever
imposed, assessed, levied by or collected or for the account of the United Kingdom (or any political subdivision or taxing authority
thereof or therein) shall at any time be required by applicable law or regulation of the United Kingdom (or any such political subdivision
or taxing authority) in respect of any amounts to be paid by the Issuer under the Securities, the Issuer will (subject to what follows)
pay to the Holder of this Security, such additional amounts as may be necessary in order that the net amounts received by such Holder
of such Security, after such deduction or withholding, shall be not less than the amounts to which such Holder would be entitled had
such deduction or withholding not been so imposed, assessed, levied or collected; 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 the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of,
or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) 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 United Kingdom or any political subdivision or taxing authority thereof or therein
or otherwise having or having had some connection with the United Kingdom or any political subdivision or taxing authority thereof or
therein other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement
of, a Security;


 




    A-6 


     


    

(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, the relevant Security was presented more than 30 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 otherwise than by deduction or withholding
from payments on or in respect of the relevant Security;


 


(5)              
any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied, collected
or withheld but for the failure to comply with any request addressed to the Holder for certification, identification or other information
reporting concerning the nationality, residence, identity or connection with the United Kingdom or any political subdivision or taxing
authority thereof or therein of the Holder or beneficial owner of the relevant Security, if compliance is required by treaty or by statute,
regulation or administrative practice of the United Kingdom 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 (which such Holder or beneficial owner
is legally entitled to provide);


 


(6)              
any present or future tax, levy, impost or other governmental charge 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
which has been requested of such Holder and which it is legally entitled to provide;


 


(7)              
any present or future tax, levy, impost or other governmental change imposed by the United States of America or any political
subdivision or taxing authority thereof or therein;


 


(8)              
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 a Security to any Holder of the relevant 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 such Security; or


 


(9)              
any combination of items (1) through (8) above.


 




    A-7 


     


    

Nor
shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive
Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default
and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of
the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of
any present or future taxes, levies, duties, assessments, imposts 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.


 


Upon
the occurrence of a Change of Control Repurchase Event, unless the Issuer has exercised its right to redeem all of the Notes, the Issuer
will make an offer to holders of the Notes to purchase all the Notes as described below (the “Change of Control Offer”),
at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including,
the date of purchase.


 


Within
30 days following the date upon which the Change of Control Repurchase Event occurred or, at the Issuer’s option, prior to the
date upon which such Change of Control (as defined below) occurs but after the public announcement of the pending Change of Control,
the Issuer will be required to provide a notice to each holder of Notes, with a copy to the Trustee, which notice will govern the terms
of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 10 days
nor later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment
Date”). The notice, if sent prior to the date of consummation of the Change of Control, will state that the Change of Control
Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.


 


Holders
of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to Euroclear Bank SA/NV and Clearstream
Banking S.A. at the address specified in the notice, or transfer such Notes to the paying agent by book entry transfer pursuant to the
applicable procedures of the paying agent, prior to the close of business on the third Business Day prior to the Change of Control Payment
Date.


 


On
the Change of Control Payment Date, the Issuer will, to the extent lawful (i) accept for payment all Notes or portions of Notes (in minimum
denominations of €100,000 and integral multiples of €1,000 above that amount) validly tendered pursuant to the Change of Control
Offer (“Tendered Notes”), (ii) deposit with the paying agent an amount equal to the aggregate purchase price in respect
of Tendered Notes and (iii) deliver or cause to be delivered to the Trustee for cancellation the Tendered Notes, together with an officer’s
certificate stating the aggregate principal amount of Notes being repurchased by the Issuer.


 




    A-8 


     


    

If
the Change of Control Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued
and unpaid interest to the Change of Control Payment Date will be paid on the relevant Interest Payment Date to the person in whose name
a Note is registered at the close of business on such record date.


 


The
Issuer will not be required to make a Change of Control Offer if (i) a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for such an offer made by the Issuer and such third party purchases all Notes validly tendered
and not withdrawn under its offer or (ii) the Issuer has previously mailed a redemption notice with respect to all of the outstanding
Notes.


 


The
Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of
any securities laws or regulations conflict with provisions of the Indenture (including those related to a Change of Control Repurchase
Event), the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under the Indenture by virtue of the conflict.


 


Provisions
under the Indenture relative to the Issuer’s obligation to make an offer to repurchase Notes as a result of a Change of Control
may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.


 


The
Change of Control Repurchase Event feature of the Notes may in certain circumstances make it more difficult or discourage a sale or takeover
of the Issuer and, thus, the removal of incumbent management. Subject to certain limitations, the Issuer could, in the future, enter
into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control
under the Notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuer’s capital
structure or credit ratings on the Notes.


 


The
Issuer may not have sufficient funds to repurchase all the Notes, or any other outstanding debt securities that the Issuer would be required
to repurchase, upon a Change of Control Repurchase Event.


 


“Below
Investment Grade Ratings Event” means the Notes cease to be rated Investment Grade by both Rating Agencies on any date during
the period commencing on the earlier of (i) the occurrence of a Change of Control and (ii) public notice of the occurrence of a Change
of Control or the Issuer’s intention to effect a Change of Control, and ending 60 days after (which 60 day period will be extended
so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any Rating Agency) the consummation
of a Change of Control. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a
Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing
that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment
Grade Ratings Event).


 




    A-9 


     


    

“Change
of Control” means the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially
all of the Issuer’s assets and those of its Subsidiaries, taken as a whole, to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), other than to the Issuer or one of its Subsidiaries; (ii) the consummation of any transaction
or series of related transactions (including, without limitation, any consolidation, amalgamation, or merger or other combination (including
by way of a scheme of arrangement)) the result of which is that any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), other than the Issuer or one or more of its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting power of the Issuer’s total outstanding
Voting Stock; or (iii) the adoption of a plan relating to the Issuer’s liquidation or dissolution. A transaction shall not constitute
a “Change of Control” for the purposes of this definition if (i) the Issuer becomes a direct or indirect wholly-owned subsidiary
of a holding company and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction
are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction.


 


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


 


“Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s)
or a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent Investment
Grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.


 


“Moody’s”
means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, and its successors.


 


“Rating
Agency” means (i) each of Moody’s and S&P and (ii) if any of Moody’s or S&P ceases to rate the Notes or
fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized
statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Issuer as a replacement
agency for Moody’s or S&P, or both of them, as the case may be.


 




    A-10 


     


    

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


 


“Subsidiary”
means, at any relevant time, any person of which the voting shares or other interests carrying more than 50% of the outstanding voting
rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by or for the Issuer and/or one
or more of its subsidiaries.


 


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


 


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 principal 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 security and/or
indemnity reasonably satisfactory to the Trustee, 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.


 




    A-11 


     


    

The
Securities of this series are issuable only in registered form without coupons in denominations of €100,000 and integral multiples
of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar
duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of Registered Securities is registrable
in the Security Register, upon surrender of a Registered Security for registration of transfer at the office or agency of the Issuer
in any place where the principal of and any premium and interest on a Registered Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder thereof
or his or her attorney duly authorized in writing, and thereupon one or more new Registered Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


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.


 


The
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.


 


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


 




    A-12 


     


    

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



  


 




    A-13 


     


    

[OPTION OF HOLDER
TO ELECT PURCHASE]


 


The
undersigned hereby irrevocably request(s) and instruct(s) the Company to repurchase the Notes (or portion thereof specified below), ISIN.
    __ and CUSIP No_____ pursuant to its terms at a purchase price in cash equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the repayment date, to the undersigned, at


 


         (Please
print or type name and address of the undersigned).


 


For
the Notes to be repurchased, the Trustee (or the Paying Agent on behalf of the Trustee) must receive at                                          ,
or at such other place or places of which the Company shall from time to time notify the holder of the Notes, not more than 30 days following
the date upon which the Change of Control Repurchase Event occurred as set forth in the Prospectus Supplement for the Notes, this “Option
of Holder to Elect Purchase” form duly completed.


 


If
less than the entire principal amount of the Notes is to be repaid, specify the portion thereof (which shall be in increments of the
minimum denomination) which the holder elects to have repaid and specify the denomination or denominations (which shall be €100,000
or whole multiples of €1,000 in excess thereof) of the Notes to be issued to the holder for the portion not being repaid.


 


€                                     


 


DATE                                     


 


	 	 
	 	NOTICE: The signature on this Option of Holder to Elect Purchase must correspond with the name
    as written upon the face of this Note in every particular, without alteration or enlargement or any change whatever.


  


 




    A-14 


     


    

[FORM OF ASSIGNMENT]


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


(Insert assignee’s
soc. sec. or tax I.D. no.)


 


	 
	 
	 
	(Print or type assignee’s name, address and zip code)


and irrevocably
appoint


 


as agent for the
transfer of this Security on the books of the Company. The agent may substitute another to act for him or her.


 


	 	 	 	Your Signature:
	Date:	 	 	 
	 	 	 	(Sign exactl as your name appears on the

        other side of this Security)



 


*Signature guaranteed
by:  


 


	By:	 	 


 


* The signature(s)
should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.


 




    A-15