Exhibit 4.1


 





MEMBER CAPITAL SECURITIES, SERIES 2017,
MAY NOT BE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (“NATIONAL
RURAL”) AND ONLY NATIONAL RURAL’S VOTING MEMBERS MAY PURCHASE AND HOLD THE MEMBER CAPITAL SECURITIES, SERIES 2017.
ANY PURPORTED TRANSFER OF MEMBER CAPITAL SECURITIES, SERIES 2017, WITHOUT NATIONAL RURAL’S PRIOR WRITTEN CONSENT WILL BE
VOID AB INITIO. 


 


Certificate No.:


 


PRINCIPAL AMOUNT:


 


INTEREST RATE:


 


MATURITY DATE:


 


ISSUE DATE:


 


INTEREST PAYMENT DATES:


 


REGULAR RECORD DATES:


 


NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION


 


MEMBER CAPITAL SECURITIES


 


SERIES 2017


 


National Rural Utilities
Cooperative Finance Corporation, a cooperative association duly organized and existing under the laws of the District of Columbia
(herein referred to as the “Company,” which term includes any successor Person under the Indenture), for value received,
hereby promises to pay to              , or registered assigns, the
principal sum of                  on the Maturity
Date set forth above and to pay interest thereon as set forth below, until the principal hereof is paid or made available for payment.


 


Interest on the member
capital securities, series 2017 (the “Securities”), will be payable in arrears on the Interest Payment Dates set forth
above of each year, and at maturity, commencing on                 
    , 20XX, at the rate of   % per annum.


 


The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will be payable to, as provided in such Indenture, the Person
in whose name this Security is registered at the close of business on the Regular Record Dates set forth above of each year. Interest
will be paid on such principal sum from the Maturity Date or from the most recent Interest Payment Date until the principal amount
thereof becomes due and payable.


 


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 forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, 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.


 


	 	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 	 
	 	 
	 	By:	

	 	Name: 	J. Andrew Don
	 	Title:	
        Senior Vice President &

        Chief Financial Officer



 





	ATTEST:	 
	 	 
	 	 
	Assistant Secretary-Treasurer	 







 







     


     


    

 


CERTIFICATE OF AUTHENTICATION


 


Dated:                  


   


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


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	 	 
	 	By:	

	 	 	Authorized Signatory



 



     


     


    

 


REVERSE OF SECURITY 


 


This Security is one
of a duly authorized issue of subordinated debt securities of the Company (the “Series 2017 member capital securities,”
and, herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
October 15, 1996, as amended (herein called the “Indenture,” which term shall have the meaning assigned to it
in such instrument), 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), and reference is hereby made to the Indenture 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.


 


The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.


 


In the event that any
date on which interest is payable on the Securities is not a Business Day, then payment of the interest payable on such date will
be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the following month, such payment will be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such date. A “Business Day” is any week day other than a
day on which banking institutions in the Borough of Manhattan, City and State of New York are authorized by law to close.


 


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, as more fully provided in the Indenture referred to on the reverse hereof.


 


Each Security will be
issued in certificated form. Payment of the principal of and any interest on this Security payable at maturity or upon redemption
will be made in immediately available funds at the office of the paying agent in the Borough of Manhattan, City and State of New
York. Payments in immediately available funds will be made only if the certificated Security is presented to the paying agent in
time for the paying agent to make payments in immediately available funds in accordance with normal procedures. Interest on the
Security will be paid 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 the payment of interest. If no instructions
have been received in writing by the paying agent, the funds will be paid by check mailed to the address of the person entitled
to such interest.


 


The Securities of this
series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, at any time on or after the
date that is ten years from the Issue Date set forth on the front of this Security, as a whole or in part, at the election of the
Company, at a Redemption Price equal to 100% of the principal amount to be redeemed, together in the case of any such redemption
with accrued interest to, but not including, the Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holder of such Security, or one or more Predecessor Securities, of record at the
close of business on the related Regular Record Date referred to on the face hereof, all as provided in the Indenture.


 


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 indebtedness evidenced
by this Security is unsecured and subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness,
which shall include all subordinated indebtedness of the Company that may be held by or transferred to non-members of the Company,
and this Security is issued subject to the provisions of the Indenture with respect thereto. The Securities of this series will
rank (i) pari passu with the Company’s member subordinated certificates and the Company’s other subordinated indebtedness
that may only be held by or transferred to the Company’s members, including previously issued and outstanding member capital


 






     


     


    

 


securities and (ii) senior to the Company’s unretired patronage capital. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all
notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of such Senior Indebtedness,
whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture.


 


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.


 


In addition to the events
of default set forth in the Indenture, the following will constitute an Event of Default under the Indenture with respect to the
Securities: the Company shall pay any dividend or interest on, or principal of, or redeem, purchase, acquire, retire or make a
liquidation payment with respect to, any Members’ Subordinated Certificates, Members’ Equity or patronage capital,
if such payment is made during an Extension Period, and either (i) such Extension Period has not expired or been terminated
or (ii) the Company has not made all payments due on the Securities as a result of such expiration or termination.


 


No payment will be made
in respect of the Securities if, at the time of such payment or immediately after giving effect thereto, (i) there exists
a default by the Company in the payment of principal or mandatory prepayments or premium, if any, of sinking funds or interest
on any senior or subordinated indebtedness (as defined in the instrument under which the same is outstanding) of the Company, or
(ii) there shall have occurred an event of default (other than a default in the payment of principal, premium, if any, mandatory
prepayments, sinking funds or interest) with respect to any senior or subordinated indebtedness (as defined in the instrument under
which the same is outstanding) permitting the holders thereof (or of the indebtedness secured thereby) to accelerate the maturity
thereof, and such event of default shall not have been cured or waived or shall not have ceased to exist.


 


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 aggregate principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of not less than
a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this 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 provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
the Holders of not less than 33 1/3% in aggregate principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or
interest hereon 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 Company, which
is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


The Company may at its
option at any time and from time to time during the term of the Securities of this series defer the interest payment period for
a period not exceeding 10 consecutive semi-annual interest payments (or an equivalent period of quarterly or other interest payment
periods) (a “Deferral Period”), and at the end of such Deferral Period, the Company shall pay all interest then accrued
and unpaid (together with interest thereon at the same rate as specified for the Securities of this series to the extent permitted
by applicable law) through the last day of such Deferral Period, provided that if any principal amount of this Security is paid
on such day, then not including interest for such day with respect to such principal amount; provided, that during such Deferral
Period the Company may not declare or pay any dividend or interest on, or principal of, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its Members’ Subordinated Certificates, Members’ Equity or patronage capital.
Prior to the termination of any such Deferral Period, the Company may further defer the payment of interest, provided that such
Deferral Period, together with all such previous and further deferrals thereof, may not exceed 10 consecutive semi-annual interest
payment periods (or an equivalent period of quarterly or other interest payment periods) or extend beyond the Stated Maturity of
the Securities of this series. Upon the termination of any such Deferral Period and the payment of all amounts then due, the Company
may elect a new Deferral Period, subject to the above conditions. No interest during a Deferral Period, except at the end thereof,
shall be due and payable. The Company shall give the Holder of this Security notice of its intent to defer payment of interest
in writing at least ten Business Days before the earlier of (i) the next interest payment due date and (ii) the date
CFC is required to give notice to holders of the Securities of the record or payment date for such interest payment.


 


The Securities of this
series are issuable only in registered form without coupons and in minimum denominations of $25,000 and integral multiples of $5,000
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 of authorized denominations,
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.


 


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 absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.


 


The Securities may not
be transferred without the Company’s prior written consent and only the Company’s voting members may purchase and hold
the securities. Any purported transfer of the Securities without the Company’s prior written consent will be void ab initio.


 


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