Exhibit 4.4


 


This Security is a Depository
Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or nominee of
a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of
this Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any nominee of the Depository to a successor Depository or a nominee
of such successor Depository) may be registered except in such limited circumstances.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.


 


	REGISTERED	 	 	 	REGISTERED
	 	 	 	 	PRINCIPAL AMOUNT:
	NO. FLR	 	 	 	U.S. $


 


NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION


MEDIUM-TERM NOTE, SERIES D


	 	 	(FLOATING RATE)	 	CUSIP NO.                    


 


	ORIGINAL ISSUE DATE:	 	INITIAL INTEREST RATE:	 	 
	 	 	 	 	 
	STATED MATURITY DATE:	 	 	 	 
	 	 	 	 	 
	CALCULATION AGENT:	 	INDEX MATURITY:	 	SPREAD: +/-
	 	 	     1 MONTH	 	 
	 	 	     3 MONTHS	 	SPREAD MULTIPLIER:
	 	 	     6 MONTHS	 	 
	 	 	     1 YEAR	 	 
	 	 	     OTHER	 	 


 


	INTEREST      	 	COMMERCIAL	 	 	 	 	 	TREASURY
	RATE BASIS:	 	     PAPER RATE	 	     PRIME RATE	 	     LIBOR	 	     RATE
	 	 	 	 	 	 	 	 	 
	 	 	     FED FUNDS	 	 	 	 	 	 
	 	 	     RATE	 	     CD RATE	 	 	 	OTHER
	 	 	 	 	 	 	 	 	__________


 


	MAXIMUM INTEREST RATE:    %	 	INTEREST PAYMENT PERIOD:            
	 	 	 
	MINIMUM INTEREST RATE:    %	 	INTEREST RATE RESET PERIOD:            
	 	 	 
	REGULAR RECORD DATE(S):	 	INTEREST RESET DATE(S):
	 	 	 
	INTEREST PAYMENT DATE(S):	 	INTEREST DETERMINATION DATE(S):
	 	 	 
	 	 	CALCULATION DATE:
	 	 	 
	REDEMPTION DATE(S):	 	REDEMPTION PERIOD(S) AND PRICE(S):
	 	 	 
	REPAYMENT DATE(S):	 	REPAYMENT PRICE(S):
	 	 	 
	INITIAL MATURITY DATE:	 	RENEWAL TERMS: (IF ANY)
	 	 	 
	FINAL MATURITY DATE:	 	EXTENSION TERMS: (IF ANY)
	 	 	 



 






     


     


    

 


	OTHER PROVISIONS:	 	OPTIONAL RESET DATE(S): (IF ANY)


 




     


     


    

 


NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION, a District of Columbia cooperative association (herein called the “Company,” which term includes any successor
Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to             ,
or registered assigns, the principal sum of                                          
                    U.S. DOLLARS,
on the Stated Maturity Date set forth above, and to pay interest thereon at the rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter
at a rate determined in accordance with the provisions on the reverse hereof under the heading “Determination of Commercial
Paper Rate,” “Determination of Prime Rate,” “determination of LIBOR,” “Determination of Treasury
Rate,” “Determination of Fed Funds Rate,” “Determination of CD Rate” or “Determination of Other
Interest Rate Basis,” depending upon whether the Interest Rate Basis specified above is Commercial Paper Rate, Prime Rate,
LIBOR, Treasury Rate, Fed Funds Rate, CD Rate or Other, which Rate may be adjusted by adding or subtracting the Spread or by multiplying
the Spread Multiplier (as such terms are defined below) depending on whether a Spread or Spread Multiplier is designated above,
until the principal hereof is paid or duly made available for payment. The “Spread,” if any, is the number of basis
points designated above, and the “Spread Multiplier,” if any, is the percentage designated above. The Company will
pay interest monthly, quarterly, semiannually or annually as specified above under Interest Payment Period commencing with the
First Interest Payment Date specified above next succeeding the Original Issue Date, and thereafter on the Interest Payment Dates
as specified above, and on the Maturity Date or, if applicable, upon redemption or repayment (such Stated Maturity Date, redemption
date or repayment date, a “Maturity”). 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 for such interest set forth above (whether or not
a Business Day), next preceding such Interest Payment Date; provided, however, that if the Original Issue Date falls between a
Regular Record Date and an Interest Payment Date, the first payment of interest will be paid on the Interest Payment Date following
the next succeeding Regular Record Date to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on such next succeeding Regular Record Date; and provided further that interest payable at Maturity shall
be payable to the Person to whom principal shall be payable (whether or not such Maturity is an Interest Payment Date). Except
as otherwise provided in the Indenture, 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 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. Payment of the principal of (and premium, if any) and interest on this Security will be
made [at the office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, 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 Company, payment of interest may be made by U.S. dollar check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing,
a holder of $10,000,000 or more in aggregate principal amount of Securities of like tenor and terms shall be entitled to receive
such payment of interest by wire transfer in immediately available funds, but only if appropriate instructions have been received
in writing by the Paying Agent on or prior to the applicable Regular Record Date for such payment of interest][by wire transfer
to the account designated by the Depository]. The Company has initially designated U.S. Bank National Association as its Paying
Agent for the Securities in the Borough of Manhattan, New York City.


 


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 IN FULL AT THIS PLACE.


 






     


     


    

 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, 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 Company has caused
this instrument to be duly executed under its corporate seal.


 





	 	 	NATIONAL RURAL UTILITIES COOPERATIVE 

FINANCE CORPORATION,
	 	 	 	 
	TRUSTEE’S CERTIFICATE OF

                                                        AUTHENTICATION
	 	By	 
	 	 	 	
        Sheldon C. Petersen

        Governor & Chief Executive Officer

	This is one of the Securities of the series designated therein issued under the within-mentioned Indenture.	 	 	 
	 	 	 	
        J. Andrew
        Don Senior 

Vice President & Chief Financial Officer

	Dated:	 	 	 
	 	 	 	 
	U.S. Bank National Association, as Trustee	 	 	 
	 	 	 	 
	 	 	Attest:	 
	 	 	 	Assistant Secretary-Treasurer







 





	By	 	 
	 	Authorized Signatory	 


 




     


     


    

 


NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION


MEDIUM-TERM NOTE, SERIES D


(FLOATING RATE)


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture dated as of December 15, 1987, as supplemented by a First Supplemental Indenture dated
as of October 1, 1990 (the Indenture as so supplemented being herein called the “Indenture”), between the Company
and U.S. Bank National Association, as successor trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, which series is limited in aggregate principal amount as described in the Indenture.


 


Each Security of this
series shall be dated the date of its authentication by the Trustee. Each Security of this series shall also bear an Original Issue
Date, as specified on the face hereof, and such Original Issue Date shall remain the same for all Securities subsequently issued
upon transfer, exchange or substitution of such original Security (or such subsequently issued Securities) regardless of their
dates of authentication.


 


Unless one or more Redemption
Dates are specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Stated Maturity
specified on the face hereof. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Security is
subject to redemption on any such date (or during any such range) at the option of the Company, upon notice by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date specified in such notice,
at the applicable Redemption Price specified on the face hereof (expressed as a percentage of the principal amount of this Security),
together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is prior to the Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Regular or Special Record Dates, all as provided in the Indenture. The Company
may elect to redeem less than the entire principal amount hereof, provided that the principal amount, if any, of this Security
that remains outstanding after such redemption is an Authorized Denomination as defined herein. In the event of any redemption
in part, the Company will not be required to (i) issue, register the transfer of, or exchange any Security during a period
of 15 days next preceding the day of the first mailing of the notice of redemption of Securities selected for redemption or (ii) register
the transfer or exchange of any Security, or any portion thereof, called for redemption, except the unredeemed portion of any Security
being redeemed in part.


 


Unless one or more Repayment
Dates is specified above, this Security shall not be repayable at the option of the Holder on any date prior to the Stated Maturity
specified above. If one or more Repayment Dates (or ranges of Repayment Dates) are so specified, this Security is subject to repayment
on any such date (or during any such range) at the option of the Holder at a price equal to 100% of the principal amount hereof
or, if this Security is a Discounted Security (as specified on the face hereof), the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of this Security), together in the case of any such repayment with
accrued interest to the Repayment Date, but interest installments whose Stated Maturity is prior to the Repayment Date will be
payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant
Regular or Special Record Dates, all as provided in the Indenture. For this Security to be repaid at the option of the Holder,
the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date on which this Security
is to be repaid, (a) appropriate wire transfer instructions and (b) either (i) this Security with the form entitled
“Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of this Security, the principal amount of this Security, the
portion of principal amount of this Security to be repaid, the certificate number or a description of the tenor and terms of this
Security, a statement that the option to


 






     


     


    

 


elect repayment is being exercised thereby
and a guarantee that this Security, together with the duly completed form entitled “Option to Elect Repayment” on this
Security, will be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such Security and form duly completed is received by the Paying Agent by such fifth
Business Day. Exercise of the repayment option by the Holder shall be irrevocable, except a Holder who has tendered this Security
for repayment pursuant to a Reset Notice or an Extension Notice (each as defined in the Prospectus Supplement related hereto).
The repayment option with respect to this Security may be exercised by the Holder for less than the entire principal amount hereof,
provided that the principal amount, if any, of this Security that remains outstanding after such repayment must be an authorized
denomination as defined herein. The Company will not be required to register the transfer or exchange of any Security following
the receipt of a notice to repay a Security as described above. All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment will be determined by the Trustee, whose determination will be final, binding
and non-appealable.


 


In the event of redemption
or repayment of this Security in part only, a new Security or Securities of this series and of like tenor and for a principal amount
equal to the unredeemed or unrepaid portion will be delivered to the registered Holder upon the cancellation hereof.


 


If so specified above,
the Stated Maturity of this Security may be extended at the option of the Company, in the manner set forth below (unless otherwise
provided on the face hereof), for the period or periods specified above (each an “Extension Period”) up to but not
beyond the date (the “Final Maturity Date”) set forth above:


 


(a) The Company may
exercise such option by notifying the Paying Agent of such exercise at least 45 but no more than 60 days prior to the Stated
Maturity in effect prior to such exercise (the “Original Stated Maturity”). If the Company exercises such option, the
Paying Agent will mail by first-class mail, postage pre-paid, to the Holder of this Security no later than 40 days prior to
the Original Stated Maturity a notice setting forth (i) the election of the Company to extend the Original Stated Maturity,
(ii) the new Stated Maturity (which shall then be considered the Stated Maturity for all purposes of this Security), (iii) the
Spread and/or Spread Multiplier applicable to the Extension Period and (iv) the provisions, if any, for redemption during
such Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which
such redemption may occur during the Extension Period. Upon the Paying Agent’s transmittal of the Extension Notice, the Original
Stated Maturity of this Security shall be extended automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, this Security will have the same terms as prior to the transmittal of such Extension Notice.


 


(b) Notwithstanding
the foregoing, not later than 20 days prior to the Original Stated Maturity of this Security the Company may, at its option,
revoke the Spread and/or Spread Multiplier provided for in the Extension Notice and establish a Spread and/or Spread Multiplier
that is higher than the Spread and/or Spread Multiplier provided for in the Extension Notice for the Extension Period by mailing
or causing the Paying Agent to transmit notice, by first class mail, postage prepaid, of such higher Spread and/or Spread Multiplier
to the Holder of this Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended
will bear such higher Spread and/or Spread Multiplier for the Extension Period.


 


(c) If the Company elects
to extend the Stated Maturity of this Security, the Holder hereof will have the option to elect repayment of this Security by the
Company on the Original Stated Maturity at a price equal to the principal amount hereof plus interest accrued to such date. In
order for this Security to be so repaid on the Original Stated Maturity, the Holder hereof must follow the procedures set forth
above for optional repayment, except that the period for delivery of this Security or notification to the Paying Agent shall be
at least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder hereof has tendered
this Security for repayment pursuant to an Extension Notice, such Holder may, by written notice to the Paying Agent, revoke such
tender for repayment until the close of business on the tenth day prior to the Original Stated Maturity.


 


If so specified above,
this Security may be renewed by the Holder of the Security on an Interest Payment Date (specified above) occurring in or prior
to the twelfth month following the Original Issue Date (the “Initial Maturity Date”) in accordance with the procedures
described below:


 






     


     


    

 


(a) On the Interest
Payment Date occurring in the sixth month (unless a different interval (the “Special Election Interval”) is specified
above) prior to the Initial Maturity Date (as specified above) of a Renewable Note (the “Initial Renewal Date”) and
on the Interest Payment Date occurring in each sixth month (or in the last month of each Special Election Interval) after such
Initial Renewal Date (each, together with the Initial Renewal Date, a “Renewal Date”), the term of this Security may
be extended to the Interest Payment Date occurring in the twelfth month (or, if a Special Election Interval is specified the last
month in a period equal to twice the Special Election Interval) after such Renewal Date, if the Holder of this Security elects
to extend the term of this Security or any portion hereof as provided below. If the Holder of this Security does not elect to extend
the term of any portion of the principal amount of this Security during the specified period prior to any Renewal Date, such portion
will become due and payable on the Interest Payment Date occurring in the sixth month (or the last month in the Special Election
Interval) after such Renewal Date (the “New Maturity Date”).


 


(b) A Holder of this
Security may elect to renew the term of this Security, or if specified above, any portion thereof, by delivering a notice to such
effect to the Trustee (or any duly appointed Paying Agent) at the Corporate Trust Office not less than 15 nor more than 30 days
prior to such Renewal Date (unless another period is specified above as the “Special Election Period”). Such election
will be irrevocable and will be binding upon each subsequent Holder of this Security. An election to renew the term of this Security
may be exercised with respect to less than the entire principal amount of this Security only if so specified above and only in
such principal amount, or any integral multiple in excess thereof, as specified above. Notwithstanding the foregoing, the term
of this Security may not be extended beyond the Stated Maturity specified above.


 


(c) If the Holder of
this Security does not elect to renew this Security, this Security must be presented to the Trustee (or any duly appointed Paying
Agent) simultaneously with notice of such election (or, in the event notice of such election, together with a guarantee of delivery
within five Business Days, is transmitted on behalf of the Holder hereof from a member of a national securities exchange, the Financial
Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States, within five Business Days of the
date of such notice). As soon as practicable following receipt of this Security the Trustee (or any duly appointed Paying Agent)
will issue in exchange of this Security in the name of the Holder hereof (i) a Security, in a principal amount equal to the
principal amount of this Security for which the election to renew the term hereof was exercised, with terms identical to those
specified on this Security (except for the Original Issue Date and the Initial Interest Rate and except that such Security will
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if such election is made with respect to less
than the full principal amount of this Security, a replacement Security in a principal amount equal to the principal amount of
this Security for which the election was made, with terms identical to this Security.


 


If so specified above,
the Spread and/or Spread Multiplier of this Security may be reset at the option of the Company on the date set forth on the face
hereof (each an “Optional Reset Date”) in accordance with the procedures described below):


 


(a) The Company may
exercise such option by notifying the Paying Agent of such exercise at least 45 but not more than 60 days prior to an Optional
Reset Date set forth on the face hereof. If the Company exercises such option, the Paying Agent will mail by first-class mail,
postage prepaid, to the Holder of this Security not later than 40 days prior to such Optional Reset Date a notice (the “Reset
Notice”) setting forth (i) the election of the Company to reset the Spread and/or Spread Multiplier of this Security,
(ii) such new Spread and/or Spread Multiplier, and (iii) the provisions, if any, for redemption of this Security during
the period from such Optional Reset Date to the next Optional Reset Date or, if there is no such next Optional Reset Date, to the
Stated Maturity of this Security (each such period a “Subsequent Period”), including the date or dates on which or
the period or periods during which and the price or prices at which such redemption may occur during such Subsequent Interest Period.


 


(b) Notwithstanding
the foregoing, not later than 20 days prior to an Optional Reset Date of this Security, the Company may, at its option, revoke
the Spread and/or Spread Multiplier provided for in the Reset Notice and establish a Spread and/or Spread Multiplier that is higher
for the Subsequent Interest Period commencing on such Optional Reset Date by mailing or causing the Paying Agent to mail notice
of such higher Spread and/or Spread Multiplier by first class mail, postage prepaid, to the Holder of this Security. Such notice
shall be irrevocable. All Securities with respect to which the Spread and/or Spread Multiplier is reset on an Optional Reset Date
will bear such higher Spread and/or Spread Multiplier.


 






     


     


    

 


(c) If the Company elects to reset the
Spread and/or Spread Multiplier of this Security, the Holder of this Security will have the option to elect repayment of this Security
by the Company on any Optional Reset Date at a price equal to the principal amount hereof plus interest accrued to such Optional
Reset Date. In order for this Security to be so repaid on an Optional Reset Date, the Holder hereof must follow the procedures
set forth above for optional repayment, except that the period for delivery of this Security or notification to the Paying Agent
shall be a least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder hereof has
tendered this Security for repayment pursuant to a Reset Notice, such Holder may, by written notice to the Paying Agent, revoke
such tender for repayment until the close of business on the tenth day prior to such Optional Reset Date.


 


Commencing with the
first interest payment date specified on the face hereof following the Original Issue Date, the rate at which interest on this
Security is payable shall be reset daily, weekly, monthly, quarterly, semi-annually or annually (each an “Interest Reset
Date”) as shown on the face hereof under Interest Rate Reset Period; provided, however, that (i) the interest rate in
effect from the Original Issue Date to the first Interest Payment Date will be the Initial Interest Rate selected on the face hereof
and (ii) unless otherwise specified above, the interest rate in effect hereon for the ten days immediately prior to the Maturity
hereof shall be that in effect on the 10th day preceding such Maturity hereof. Each such adjusted rate shall be applicable on and
after the Interest Reset Date to which it relates to but not including the next succeeding Interest Reset Date or until Maturity.
If any Interest Reset Date specified on the face hereof would otherwise be a day that is not a Business Day (as defined below),
such Interest Reset Day shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest
on this Security shall be determined in accordance with the provisions under the heading “Determination of LIBOR” below,
and (ii) such Business Day is in the next succeeding calendar month limit, such Interest Reset Date shall be the immediately
preceding Business Day. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date, the
sum of interest on this Security shall be the sum determined in accordance with the provisions under the applicable heading below.


 


The interest rate on
this Security will in no event be higher than the maximum rate permitted by New York law as the same may be modified by U.S. law
of general application. Under present New York law, subject to certain exceptions, the maximum rate of interest for any loan to
an individual is 16% for a loan less than $250,000, and 25% for a loan of $250,000 or more but less than $2,500,000, in each case
calculated per year on a simple interest basis. There is no limit on the maximum rate of interest on loans made to individuals
in an amount equal to $2,500,000 or more. Under present New York law, the maximum rate of interest which may be charged to a corporation
for any loan up to $2,500,000 is 25% per year on a simple interest basis. There is no limit on the maximum rate of interest on
loans made to corporations in an amount equal to $2,500,000 or more.


 


DETERMINATION OF COMMERCIAL
PAPER RATE. Unless otherwise specified above, “Commercial Paper Rate” means, with respect to each Interest Determination
Date specified on the face hereof, the Money Market Yield (calculated as described below) of the rate on such date for commercial
paper bearing the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System
in “Statistical Release H.15, Selected Interest Rates” or any successor publication of the Board of Governors of the
Federal Reserve System selected by the Calculation Agent (“H.15”) under the heading “Commercial Paper —
Nonfinancial.” In the event that such rate is not published by 3:00 p.m., New York City time, on the Interest Calculation
Date pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on such Interest Determination Date for Commercial Paper during the Index Maturity specified on the face hereof as published by
the Federal Reserve Bank of New York in H.15 Daily Update (“H.15 Daily Update”) or another recognized electronic source
used for the purpose of displaying that rate under the heading “Commercial Paper — Nonfinancial.” If by 3:00
p.m., New York City time, on such Interest Calculation Date such Rate is not yet published in H.15, H.15 Daily Update or another
recognized electronic source, the rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall
be the Money Market Yield of the arithmetic mean of the offered rates (quoted on a book discount basis), as of 11:00 a.m.,
New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in New York City selected
by the Calculation Agent after consultation with the Company, for Commercial Paper of the Index Maturity specified on the face
hereof placed for a non-financial issuer whose bond rating is “Aa,” or the equivalent, from a nationally recognized
rating agency; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate with respect to such Commercial Paper Rate Interest Determination Date will be the
Commercial Paper Rate for the immediately preceding interest reset period, or if there was no interest reset period, the rate of
interest payable will be the Initial Interest Rate.


 






     


     


    

 


“MONEY MARKET
YIELD” means the yield (expressed as a percentage rounded, if necessary, to the next higher one hundred thousandth of a percentage
point) calculated in accordance with the following formula:


 





 


where “D” refers to the per annum
rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual
number of days in the interest period for which interest is being calculated.


 


DETERMINATION OF PRIME
RATE. Unless otherwise specified above, if the Interest Rate Basis on the Security is the Prime Rate, such rate with respect to
any Interest Reset Date shall equal (i) the rate set forth for the relevant Interest Determination Date in H.15 under the
heading “Bank Prime Loan,” or (ii) if such rate is not published by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Prime Rate Interest Determination Date, the Prime Rate will be the rate published in H.15 Daily Update
or another recognized electronic source used for the purpose of displaying that rate under the caption “Bank Prime Loan,”
or (iii) if such rate is not published in H.15, H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Prime Rate Interest Determination Date, the Prime Rate will be calculated
by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears
on the display designated as “Reuters Page US PRIME 1” on the Reuters 3000 Xtra Service (or such other page as may
replace the Reuters Page US PRIME 1 on that service for purpose of displaying prime rates or base lending rates of major U.S. banks)
(“Reuters Page US PRIME 1”), as such bank’s prime rate or base lending rate as of 11:00 a.m., New York City
time, on that Interest Determination Date or (iv) if fewer than four such rates appear on the Reuters Page US Prime
1 on such Interest Determination Date, the Prime Rate will be calculated by the Calculation Agent and will be the arithmetic mean
of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year)
as of the close of business on such Prime Rate Interest Determination Date by three major reference banks in New York City selected
by the Calculation Agent after consultation with the Company for which quotations are requested, adjusted in each case by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified
on the face hereof; provided, however, that if the Prime Rate is not published in H.15, H.15 Daily Update or another recognized
electronic source and the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the
Prime Rate with respect to such Prime Rate Interest Determination Date will be the Prime Rate for the immediately preceding interest
reset period, or if there was no interest reset period, the rate of interest payable will be the Initial Interest Rate.


 


DETERMINATION OF LIBOR.
Unless otherwise specified above, if the Interest Rate Basis on this Security is LIBOR, such rate with respect to any Interest
Reset Date will be determined by the Calculation Agent in accordance with the following procedures:


 


	 	(i)	LIBOR will be, as specified on the face hereof, the rate for deposit in U.S. dollars having the Index Maturity shown on the face hereof, commencing on the applicable Interest Reset Date that appears on the display on the Reuters screen “LIBOR01” page (or such other page as may replace such page on that service or such other page as may be nominated by the 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 rates for U.S. dollar deposits in the event IBA or its successor no longer does so, (“LIBOR01”) as of 11:00 a.m., London time, on such Interest Determination Date.


 


	 	(ii)	With
respect to an LIBOR Interest Determination Date on no rate appears on the LIBOR01 page as specified in (i) above, LIBOR will
be determined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity shown on the face hereof are
offered at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date by four major reference banks
in the London interbank market selected by the Calculation Agent (the “Reference Banks”) after consultation with the
Company to prime banks in the London interbank market, commencing on the applicable Interest Reset Date and in a principal amount
that is representative for a single transaction in such market at such time (a “Representative Amount”). The Calculation
Agent will request the principal London office of each such Reference Bank to provide a quotation of its rate. If at least two
such quotations are provided, LIBOR with respect to such LIBOR Interest Determination Date will be the arithmetic mean of such
quotations as


 






     


     


    

 





	 		determined by the Calculation Agent, adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by multiplication of the Spread Multiplier, if any, specified
on the face hereof. If fewer than two quotations are provided, LIBOR with respect to such LIBOR Interest Determination Date will
be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such Interest Determination
Date by three major banks in New York City, selected by the Calculation Agent after consultation with the Company, for loans in
U.S. dollars to leading European banks, having the Index Maturity shown on the face hereof commencing on the applicable Interest
Reset Date and in a Representative Amount, adjusted by the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if fewer
than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, LIBOR with respect
to such LIBOR Interest Determination Date will be LIBOR for the immediately preceding interest reset period, or if there was no
interest reset period, the rate of interest payable will be the Initial Interest Rate.





 


DETERMINATION OF TREASURY
RATE. Unless otherwise specified above, “Treasury Rate” means with respect to each Interest Determination Date specified
on the face hereof the rate for the most recent auction of direct obligations of the United States (“Treasury bills”)
having the Index Maturity specified on the face hereof under the caption “INVESTMENT RATE” on the display designated
as “USAUCTION10” on the Reuters 3000 Xtra Service (or any other page as may replace such page on such service) or,
if not so published by 3:00 p.m., New York City time, on the Interest Calculation Date pertaining to such Interest Determination
Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as announced by the U.S. Department of Treasury by 3:00 p.m., New York City time, on the Interest Calculation
Date. In the event that the results of the auction of Treasury bills bearing the Index Maturity specified on the face hereof are
not published or announced as provided above by 3:00 p.m., New York City time, on such Interest Calculation Date or if no such
auction is held in a particular week then the Treasury Rate shall be the auction average rate (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate on that Interest Determination
Date of Treasury bills having the Index Maturity specified on the face hereof as published in H.15 under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market” or, if not yet published by 3:00 p.m., New York City time, on the
related Interest Calculation Date, the rate on that Interest Determination Date of those Treasury bills as published in H.15 Daily
Update or another recognized electronic source used for the purpose of displaying that rate under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market.” If the Treasury rate is not published in H.15, H.15 Daily Update or another
recognized electronic source, then the Treasury rate shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis), of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination
Date, of three leading primary U.S. government securities dealers selected by the Calculation Agent after consultation with the
Company, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate with respect to such Treasury Rate Interest Determination Date will be the Treasury Rate for the immediately preceding interest
reset period, or if there was no interest reset period, the rate of interest payable will be the Initial Interest Rate.


 


DETERMINATION OF FED
FUNDS RATE. Unless otherwise specified above, “Fed Funds Rate” means with respect to each Interest Determination Date
specified on the face hereof the rate on such date for U.S. dollar Federal Funds as published in H.15 under the heading “Federal
Funds (Effective)” as that rate is displayed on Reuters on page “FEDFUNDS1” (or any other page that may replace
such page on such service) under the heading “EFFECT.” If not so published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Fed Funds Rate will be the rate on such Interest Determination
Date as published in H.15 Daily Update or another recognized electronic source used for the purpose of displaying that rate under
the caption “Federal Funds (Effective).” If such rate is not published in H.15, H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date, then the Fed Funds Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in New York City selected by the Calculation Agent
after consultation with the Company, prior to 9:00 a.m., New York City time, on the Business Day following such Interest Determination
Date; provided, however, that


 






     


     


    

 


if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Fed Funds Rate with respect to such Fed Funds Rate Interest Determination Date will be the Fed Funds Rate for the
immediately preceding interest reset period, or if there was no interest reset period, the rate of interest payable will be the
Initial Interest Rate.


 


DETERMINATION OF CD
RATE. Unless otherwise specified above, “CD Rate” will be calculated, with respect to each Interest Determination Date
specified on the face hereof, by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00
a.m., New York City time, on such Interest Determination Date, of three leading non-bank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent after consultation with the Company, for negotiable
U.S. dollar certificates of deposit of major U.S. money market banks with a remaining maturity closest to the Index Maturity specified
on the face hereof and in an amount that is representative for a single transaction in the relevant market at the time; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the
CD Rate with respect to such CD Rate Interest Determination Date will be the CD Rate in effect for the immediately preceding interest
reset period, or if there was no interest reset period, the rate of interest payable will be the Initial Interest Rate.


 


DETERMINATION OF OTHER
INTEREST RATE BASES. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate,
if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest
rate on this Security in accordance with the foregoing on or before each Interest Calculation Date.


 


The Interest Calculation
Date, if applicable, pertaining to any Interest Determination Date, shall be the tenth calendar day after such Interest Determination
Date, or if any such day is not a Business Day, the next succeeding Business Day, or if sooner the Business Day preceding the applicable
Interest Payment Date or Maturity, as the case may be. All percentages resulting from any calculation on this Security will be
rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards,
and all dollar amounts used in or resulting from such calculation on this Security will be rounded to the nearest cent (with one-half
cent being rounded upward).


 


The Calculation Agent
will upon the request of the Holder of this Security provide to such Holder the interest rate hereon then in effect and if different
the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date
(outlined below) specified on the face hereof.


 


If any Interest Payment
Date specified hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the
next day that is a Business Day, except that if (i) the rate of interest on the Security shall be determined in accordance
with the provisions of the heading “Determination of LIBOR” above, and (ii) such Business Day is in the next succeeding
calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Maturity Date falls on a day
that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business
Day as if made on the date such payment was due, and no interest on such payment will accrue.


 


“Business Day”
means (i) any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions
generally are authorized or obligated by law to close and (ii) only if the rate of interest on the Security should be determined
in accordance with the provisions of the heading “Determination of LIBOR” above, any such day on which dealings in
deposit in U.S. dollars are transacted in the London interbank market (a “London Business Day”).


 


The date as of which
the Interest Rate will be determined (the “Interest Determination Date”) for each Interest Reset Date if the rate of
interest on this Security shall be determined in accordance with the provisions under the heading “Determination of Commercial
Paper Rate,” “Determination of Prime Rate,” “Determination of Fed Funds Rate,” or “Determination
of CD Rate” above will be the second Business Day preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date if the rate of interest on this Security shall be determined in accordance with the provisions of the
heading “Determination of LIBOR” above will be the second London Business Day preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date if the rate of interest of the Security shall be determined in
accordance with the provisions


 






     


     


    

 


of the heading “Determination of Treasury Rate” above (the “Treasury Interest
Determination Date”) will be the day of the week in which such Interest Reset Date falls on which Treasury Bills would normally
be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Interest Determination
Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date for Treasury Bills should
fall on any Interest Reset Date, then such Interest Reset Date shall instead be the first Business Day immediately following such
auction date.


 


Interest payments for
this Security will include interest accrued from and including the most recent date in respect of which interest has been paid
or duly provided for (or from and including the Original Issue Date, if no interest has been paid with respect to this Security)
to, but excluding the Interest Payment Date (or Maturity Date); provided, however, that if the Interest Reset Dates with respect
to the Security are daily or weekly, interest payable on any Interest Payment Date, other than interest payable on any date on
which principal hereof is payable, will include interest accrued from but excluding the most recent Regular Record Date in respect
of which interest has been paid or duly provided for, or from and including the date of issue, to and including the next preceding
Regular Record Date, provided however, that interest payments for this Security at Maturity will include interest accrued to but
excluding the Maturity Date. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon
has been paid, as the case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the interest factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable
to such day by 360, in the case of the Commercial Paper Rate, Prime Rate, LIBOR, Fed Funds Rate or CD Rate, or by the actual number
of days in the year, in the case of the Treasury Rate.


 


The Company at its option,
subject to the terms and conditions provided in the Indenture, (a) will be discharged from any and all obligations in respect
of the Securities (except for certain obligations including obligations to register the transfer or exchange of Securities, replace
stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply
with certain restrictive covenants of the Indenture after the Company deposits with the Trustee (or, in certain circumstances,
91 days after the Company deposits with the Trustee), pursuant to an escrow trust agreement, money or U.S. Government Obligations,
or a combination of money and U.S. Government Obligations, which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money in an amount sufficient to pay all the principal of, and interest on, the Securities
on the dates such payments are due in the currency, currencies or currency unit or units, in which such Securities are payable
and in accordance with the terms of the Securities.


 


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.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all
series affected thereby (acting as one class). The Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series affected thereby (acting as one class), on behalf of the
Holders of all Securities of each such series, to waive compliance by the Company with certain provisions of the Indenture. The
Indenture also provides that, regarding the Securities of any series, the Holders of not less than a majority in principal amount
of the Outstanding Securities of such series may waive certain past defaults and their consequences on behalf of the Holders of
all Securities of such series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


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 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 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, the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding
Securities of this series a direction inconsistent with such request and the Trustee 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 of (and premium, if any) or 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 the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed.


 


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 as may be designated by the Company in the Borough
of Manhattan, New York City, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of the tenor and terms, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


The Securities of this
series are issuable only in registered form, without coupons, in denominations of U.S. $2,000 and any integral multiple of U.S.
$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 and terms of a different
authorized denomination, as requested by the Holder surrendering the same.


 


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


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue,
and neither the Company, 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.


  




     


     


    

 


ABBREVIATIONS


 


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


 


	TEN COM	-	as tenants in common	 	UNIF GIFT MIN Act      Custodian     
	TEN ENT	-	as tenants by the entireties	 	                                   (cust)            (Minor)
	JT TEN	-	as joint tenants with right of survivorship and not as tenants in common	 	
        Under Uniform Gifts to

        Minors Act                    

                                 (State) 



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


 


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


 


Please insert social security


or other identifying number


of assignee


/                         
               /


 


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


 


the within Security and all rights thereunder,
hereby irrevocably constituting and appointing                                         
                     Attorney
to transfer said Security on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	

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


 




     


     


    

 


OPTION TO ELECT REPAYMENT


 


TO BE COMPLETED ONLY
IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS


 


The undersigned hereby
irrevocably requests and instructs the Company to repay the attached Security (or portion thereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount thereof together in the case of any such repayment with interest to
the Repayment Date, to the undersigned at                                         
                    .


 


For the Security to
be repaid at the option of the Holder, the paying agent must receive at its corporate trust office, at least 30 days but not
more than 60 days prior to the Repayment Date on which the Security is to be repaid, (i) the Security together with this
“Option to Elect Repayment” form duly completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the certificate number or a description of the tenor and terms of the Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee that the Security, together with this duly completed
form entitled “Option to Elect Repayment” on the reverse of the Security, will be received by the paying agent not
later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however,
that such telegram, telex, facsimile transmission or letter shall be effective only if the Security with such form duly completed
are received by the paying agent by such fifth Business Day.


 


If less than the entire
principal amount of the attached Security is to be repaid, specify the portion thereof which the Holder elects to have repaid:                     ;
and specify the denomination or denominations (which shall be an Authorized Denomination) of the Security or Securities to be issued
to the Holder for the portion of the within Security not being repaid (in the absence of any specification, one such Security will
be issued for the portion not being repaid):                                         .


 


	Dated:	 	
	 	

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