Exhibit 4.2


 


SMITH
& NEPHEW PLC


 


OFFICERS’
CERTIFICATE


 


The
undersigned, Tim Allison and Susan Swabey, being the Senior Vice President, Tax and Treasury and Company Secretary, respectively,
of Smith & Nephew plc (the “Issuer”) in connection with the issuance of $1,000,000,000 aggregate principal
amount of its 2.032% Notes due 2030 (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 September 24, 2020 and the authorization of the Issuer’s Notes Offering Committee by written resolution dated October
7, 2020, 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:	 	2.032% Notes due 2030
	Initial Aggregate Principal Amount of
    Notes:	 	U.S. $1,000,000,000 (the “Aggregate
    Principal Amount”)
	Price to Public:	 	100.000% of the Aggregate Principal Amount
    of the Notes, plus accrued interest, if any, from October 14, 2020
	Issue
    Date:	 	October 14, 2020
	Form
    of Notes:	 	The Notes will be issued in the form of global
    securities that will be deposited with or on behalf of The Depository Trust Company, New York, New York (“DTC”)
    on the closing date. Two global securities, each in the initial aggregate principal amount of $500,000,000 will be registered
    in the name of Cede & Co., as nominee of DTC, which will be executed and delivered in substantially the form of Notes
    set forth in Exhibit A hereto. In certain circumstances described in the Indenture, Notes may be issued in definitive form.
	Maturity Date:	 	October 14, 2030
	Interest Rate for Notes:	 	2.032% 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.
	Interest
                                         Payment Dates:




	 	Interest on the Notes shall be payable semi-annually
    in arrears on April 14 and October 14, commencing April 14, 2021 (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 15th calendar day preceding each applicable Interest Payment Date, whether or
                                         not such day is a Business Day.




	Business
                                         Day:




	 	Any day which is not in London, England or
    New York, New York, United States of America, or the place of payment of amounts payable in respect of the Notes, a Saturday,
    a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive
    order to close (“Business Day”).
	Place
                                         of Payment, Paying Agent:




	 	The
                                         Bank of New York Mellon





240 Greenwich Street





New York, NY 10286





United States of America




	Trustee:




	 	The
                                         Bank of New York Mellon, London Branch




	Notice
                                         and Demands to Issuer:




	 	Building
                                         5, Croxley Park, Hatters Lane





Watford, Hertfordshire, WD18
8YE





United Kingdom





Attention: The Company Secretary




	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.







 






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	Optional Redemption:


	 	Optional, in whole or in part,
    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 the Quotation Agent (as defined
    below), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed
    (assuming for this purpose that such Notes matured on the Par Call Date and not including any portion of such payments of
    interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day
    year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus the Make-Whole Spread (as defined below)
    and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed,
    plus, in each case, accrued interest thereon 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 deliveredby the Company that specifies
any redemption price.


	 	 	“Comparable Treasury Issue”
    means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining
    term (as measured from the date of redemption) of the Notes to be redeemed that would be utilized, at the time of selection
    and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
    to the remaining term of such Notes (assuming for this purpose that such Notes matured on the Par Call Date).
	 	 	“Comparable Treasury Price”
    means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference Treasury
    Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
    (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such



 






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	 	 	Quotations, or (iii) if the Quotation Agent obtains only one such Reference
    Treasury Dealer Quotation, such quotation.
	 	 	 
	 	 	“Make-Whole Spread” means 20 basis points.
	 	 	 
	 	 	“Par
        Call Date” means July 14, 2030.


 


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


 


“Reference
Treasury Dealer” means BofA Securities, Inc., J.P. Morgan Securities LLC and two other Primary Treasury Dealers (as
defined below) selected by the Company, and their respective successors or affiliates; provided, however, that if
the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”),
the Issuer shall substitute therefor another Primary Treasury Dealer.


 


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


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.




















	 	 	 
	Redemption Notices:	 	Notice of any redemption will be given to DTC 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 4 right to redeem
        all of the Notes, the Issuer will make an





 






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	 	 	offer
                           to repurchase the Notes at a repurchase price equal to 101% of its principal amount, plus accrued and
                           unpaid interest, if any, to, but not including, the date of repurchase 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.


 


“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).


 


“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





 


 



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	 	 	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 our 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 us.


 


“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.





 


 



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	 	 	“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.


	 	 	 
	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.”
	 	 	 
	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 additionalNotes will have a different CUSIP, Common Code 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.



 






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	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 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.

         

        The defined term “Officers’ Certificate” at section 1.01 of the Indenture is amended and replaced with:

         

        “Officers’
        Certificate” means a certificate delivered by the Issuer to the Trustee and signed by any director or the treasurer
        (which includes any Senior Vice President, Tax and Treasury) or any deputy treasurer or any assistant treasurer and the
        secretary or any assistant secretary of the Issuer. Each such certificate shall comply with Section 314 of the Trust Indenture
        Act and include the statements provided for in Section 10.05.




 






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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.



 


 




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


 


Dated: October
14, 2020


 


 


	 	By:	/s/ Tim Allison	 
	 	 	Name: 	Tim Allison	 
	 	 	Title:	Senior Vice President, Tax and Treasury	 



 






	 	By:	/s/ Susan M. Swabey	 
	 	 	Name: 	Susan M. Swabey	 
	 	 	Title:	Company Secretary	 



 


 









 


[Signature Page to Section 301
Certificate]


 


 



     


     


    




 


 


Exhibit
A


 


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


 


SMITH
& NEPHEW PLC


 


2.032%
Notes due 2030


 


 





	No.	 	 	U.S. $	 






	      CUSIP No.	 	 	 	 






	      ISIN:	 	 	 	 






  





 


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 Cede & Co., or registered assigns, upon presentation and surrender of this Security the principal sum of _______________
United States Dollars ($_______________) on October 14, 2030, and to pay interest thereon from October 14, 2020 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on April 14 and October
14 in each year, commencing April 14, 2021 (each an “Interest Payment Date”), at the rate of 2.032% 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 record date for such interest which shall be the 15th 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














 




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Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of
the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer
maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


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.


 





    12 


     


    




 


 


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


 


Dated: October 14, 2020


 







 


	 	SMITH & NEPHEW PLC	 
	 	 	 
	 	 	 
	 	By:		 
	 		Name:	 
	 		Title:	 





 


 


 


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


 





    13 


     


    




 


 





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


 


Dated: October 14, 2020


 




 





	 	THE BANK OF NEW YORK MELLON,	 
	 	LONDON BRANCH, as Trustee	 
	 	 	 
	 	 	 
	 	By		 
	 		Authorized Officer	 





 


 


 


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

















 




    14 


     


    

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 U.S.$_______________.


 


The
Securities of this series are subject to redemption, as a whole or in part, 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 14, 2030 (the “Par Call Date”)
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 the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes
to be redeemed (assuming for this purpose that such Notes matured on the Par Call Date and not including any portion of such payments
of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus the Make-Whole Spread 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 to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon to but excluding the date of
redemption.


 


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


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable
to the remaining term (as measured from the date of redemption) of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes (assuming for this purpose that such Notes matured on the Par Call Date).


 


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


 










    15 


     


    

or
(iii) if the Quotation Agent obtains only one such Reference Treasury Dealer Quotation, such quotation.


 


“Make-Whole
Spread” means 20 basis points.


 


“Par
Call Date” means July 14, 2030.


 


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


 


“Reference
Treasury Dealer” means BofA Securities, Inc., J.P. Morgan Securities LLC and two other Primary Treasury Dealers (as
defined below) selected by the Company and their respective successors or affiliates; provided, however, that if the foregoing
shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), the
Issuer shall substitute therefor another Primary Treasury Dealer.


 


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


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.


 


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)





 




    16 


     


    

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;


 


(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;





 




    17 


     


    

(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.



 


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 101% 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 DTC 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.








 




    18 


     


    

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 $2,000 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.


 


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 us 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.


 


“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).





 




    19 


     


    

“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 our 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 us.


 


“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.


 





 




    20 


     


    

“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.


 


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





 




    21 


     


    

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.





 




    22 


     


    

SCHEDULE
OF PRINCIPAL AMOUNT


 


The
initial principal amount of this Security shall be U.S.$ _______________. The following decreases/increases in the principal amount
of this Security have been made:


 


	 	 	 	 	Total
    Principal	Notation
	 	Decrease in	 	Increase in	Amount	Made by or on
	Date of	Principal	 	Principal	Following such	Behalf of
	Decrease/Increase	Amount	 	Amount	Decrease/Increase	Trustee





 


 


 




    23 


     


    

[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),
CUSIP No. ____________ pursuant to its terms at a purchase price in cash equal to 101% 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 $2,000 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.


 





 




    24 


     


    

[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 exactly 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.


 


 



    25