Exhibit 4.1


 


[FORM OF]
GLOBAL [6.500][7.625%][8.000]% NOTE DUE [2013][2018][2038]


 


Unless this certificate is presented by an
authorized  representative of The
Depository Trust Company, a New York corporation (“DTC”), 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 in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


INTERNATIONAL BUSINESS MACHINES
CORPORATION


 


[6.500][7.625][8.000]% Note due
[2013][2018][2038]


 


CUSIP 459200 [GN
5][GM 7][GL 9]


ISIN US459200G[N52][M79][L96]


 


No.: R-[·]


 


INTERNATIONAL BUSINESS MACHINES CORPORATION,
a corporation duly organized and existing under the laws of the State of New
York (herein called the “Company”, which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of $[5][4][1]00,000,000 ([FIVE][FOUR][ONE] HUNDRED MILLION
DOLLARS),(1) at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York, or any other office or agency
designated by the Company for that purpose, on October 15, [2013][2018][2038],
in such coin or currency of the United States as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest, semi-annually on April 15 and October 15 of each year,
commencing April 15, 2009, on said principal sum at said office or agency,
in like coin or currency, at the rate of [6.500][7.625][8.000]% per annum, from
the April 15 or October 15 next preceding the date of this Note to
which interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Note, or unless no
interest has been paid on the Notes (as defined on the reverse hereof), in
which case from October 15, 2008, until payment of


 






(1) The denominational
breakdowns for Global Notes for each of the series will be: (a) for the
2013 Notes, (i) $500,000,000, (ii) $500,000,000 and
(iii) $400,000,000, resulting in an aggregate principal amount of
$1,400,000,000, (b) for the 2018 Notes, (i) $500,000,000,
(ii) $500,000,000, (iii) $500,000,000 and (iv) $100,000,000,
resulting in an aggregate principal amount of $1,600,000,000 and (c) for
the 2038 Notes, (i) $500,000,000 and (ii) $500,000,000, resulting in
an aggregate principal amount of $1,000,000,000.


 

















 


said principal sum has been made or duly provided for. Notwithstanding
the foregoing, if the date hereof is after the last day of the month preceding
an April 15 or October 15, as the case may be, and before such April 15
or October 15, this Note shall bear interest from such April 15 or October 15;
provided, however, that if the Company shall default in the payment of interest
due on such April 15 or October 15, then this Note shall bear
interest from the next preceding April 15 or October 15 to which
interest has been paid, or, if no interest has been paid on the Notes, from October 15,
2008. The interest so payable on April 15 or October 15 will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Note is registered at the
close of business on the last day of the month preceding such April 15 or October 15,
unless the Company shall default in the payment of interest due on such
interest payment date, in which case such defaulted interest, at the option of
the Company, may be paid to the person in whose name this Note is registered at
the close of business on a special record date for the payment of such
defaulted interest established by notice to the registered holders of Notes not
less than ten days preceding such special record date or may be paid in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed. Payment of interest may, at the
option of the Company, be made by check mailed to the registered address of the
person entitled thereto. Interest on this Note will be calculated on the basis
of a 360-day year consisting of twelve 30-day months.


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


 


[signatures follow]


 


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This Note shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been signed by the Trustee under the Indenture referred to on the reverse
hereof.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


	
  Dated:
  October 15, 2008

  	
  INTERNATIONAL
  BUSINESS MACHINES 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  [SEAL]

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  



 


[signatures follow]


 


INTERNATIONAL BUSINESS MACHINES
CORPORATION


GLOBAL [6.500][7.625%][8.000]%
NOTE DUE [2013][2018][2038]


 

















 


TRUSTEE’S
CERTIFICATE

OF AUTHENTICATION


 


This is one of the


Securities of the Series


designated herein issued


under the within-


mentioned Indenture.


 


THE BANK OF NEW YORK MELLON, as Trustee


 


 


	
  by

  	
   

  	
   

  
	
       Authorized
  Signatory

  



 


INTERNATIONAL BUSINESS MACHINES
CORPORATION


GLOBAL [6.500][7.625%][8.000]%
NOTE DUE [2013][2018][2038]


 

















 


This security is one of a duly authorized
issue of unsecured debentures, notes or other evidences of indebtedness of the
Company (hereinafter called the “Securities”), of the series hereinafter
specified, all issued or to be issued under an indenture dated as of October 1,
1993, duly executed and delivered by the Company to The Bank of New York Mellon,
a New York banking corporation, as trustee (hereinafter called the “Trustee”),
as supplemented by the First Supplemental Indenture dated as of December 15,
1995, between the Company and the Trustee, as trustee (hereinafter called the “Indenture”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights and duties thereunder of the
Trustee, the Company and the holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
at different rates, may have different conversion prices (if any), may be
subject to different redemption provisions, may be subject to different
sinking, purchase or analogous funds, may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture provided. This
Security is one of a series designated as the [6.500][7.625][8.000]% Notes due [2013][2018][2038]
of the Company (hereinafter called the “Notes”) issued under the Indenture.


 


The Notes may be redeemed, as a whole or in
part, at the Company’s option, at any time or from time to time, upon mailing a
notice of such redemption not less than 30 days nor more than 60 days
prior to the date fixed for redemption to holders of the Notes at their last
registered addresses, all as provided in the Indenture, at a redemption price
equal to the greater of: (i) 100% of the principal amount of the Notes to
be redeemed, plus accrued interest, if any, to the redemption date; or (ii) the
sum of the present values of the Remaining Scheduled Payments, as defined
below, discounted, on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis
points, plus accrued interest to the date of redemption which has not been
paid.


 


“Treasury Rate” means, with respect to any
redemption date for the Notes: (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue; provided that if no maturity is within three months
before or after the maturity date for the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from
those yields on a straight line basis rounding to the nearest month; or (ii) if
that release, or any successor release, is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for that redemption date. The Treasury Rate will be calculated on the third
business day preceding the redemption date.


 

















 


“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term 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.


 


“Independent Investment Banker” means one of
the Reference Treasury Dealers, appointed by the Company.


 


“Comparable Treasury Price” means, with respect
to any redemption date for the Notes: (i) the average of the Reference
Treasury Dealer Quotations for that redemption date, after excluding the
highest and lowest of such Reference Treasury Dealer Quotations; or (ii) if
the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the
average of all quotations obtained by the Trustee.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, 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 3:30 p.m., New York City time on the third business day
preceding such redemption date.


 


“Reference Treasury Dealer” means each
of  Banc of America Securities LLC,
Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., and one other treasury dealer selected by the Company, and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer, which we refer
to as a “Primary Treasury Dealer,” the Company will substitute therefor another
nationally recognized investment banking firm that is a Primary Treasury
Dealer.


 


“Remaining Scheduled Payments” means, with
respect to each Note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related
redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such Note, the
amount of the next succeeding scheduled interest payment thereon will be deemed
to be reduced by the amount of interest accrued thereon to such redemption
date.


 


On and after the redemption date, interest
will cease to accrue on the Notes or any portion thereof called for redemption,
unless the Company defaults in the payment of the redemption price and accrued
interest. On or before the redemption date, the Company will deposit with a Paying
Agent, or the Trustee, money sufficient to pay the redemption price of and
accrued interest on the Notes to be redeemed on such date. If less than all of
the Notes are to be redeemed, the Notes to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate.


 


In case an Event of Default with respect to
the Notes, as defined in the Indenture, shall have occurred and be continuing,
the principal hereof together with interest accrued


 


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thereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.


 


The Indenture contains provisions permitting
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 all series to be affected (acting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the
Securities of such series to be affected; provided, however, that no such
supplemental indenture shall, among other things, (i) change the fixed
maturity of the principal of, or any installment of principal of or interest
on, or the currency of payment of, any Security; (ii) reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the
redemption thereof; (iii) impair the right to institute suit for the
enforcement of any such payment on or after the fixed maturity thereof (or, in
the case of redemption, on or after the redemption date); (iv) reduce the
percentage in principal amount of the outstanding Securities of any series, the
consent of whose holders is required for any such supplemental indenture, or
the consent of whose holders is required for any waiver (of compliance with
certain provisions of the Indenture or certain defaults thereunder and their
consequences) provided for in the Indenture; (v) change any obligation of
the Company, with respect to outstanding Securities of a series, to maintain an
office or agency in the places and for the purposes specified in the Indenture
for such series; or (vi) modify any of the foregoing provisions or the
provisions for the waiver of certain covenants and defaults, except to increase
any applicable percentage of the aggregate principal amount of outstanding
Securities the consent of the holders of which is required or to provide with
respect to any particular series the right to condition the effectiveness of
any supplemental indenture as to that series on the consent of the holders of a
specified percentage of the aggregate principal amount of outstanding
Securities of such series or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the holder of
each outstanding Security affected thereby. It is also provided in the
Indenture that the holders of a majority in aggregate principal amount of the
Securities of a series at the time outstanding may on behalf of the holders of
all the Securities of such series waive any past default under the Indenture
with respect to such series and its consequences, except a default in the
payment of the principal of, premium, if any, or interest, if any, on any
Security of such series or in respect of a covenant or provision which cannot
be modified without the consent of the Holder of each outstanding Security of
the series affected. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders
and owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.


 


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


 


7

















 


The Indenture permits the Company to
Discharge its obligations with respect to the Notes on the 91st day following
the satisfaction of the conditions set forth in the Indenture, which include
the deposit with the Trustee of money or U.S. Government Obligations or a
combination thereof sufficient to pay and discharge each installment of
principal of (including premium, if any, on) and interest, if any, on the
outstanding Notes.


 


If the Company shall, in accordance with Section 901
of the Indenture, consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety to
any Person, the successor shall succeed to, and be substituted for, the Person
named as the “Company” on the face of this Note, all on the terms set forth in
the Indenture.


 


The Notes are issuable in registered form
without coupons in denominations of $100,000 and any integral multiple of $1,000.
In the manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge, Notes may be exchanged for an equal
aggregate principal amount of Notes of other authorized denominations at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City and State of New York.


 


Upon due presentation for registration of
transfer of this Note at the office or agency of the Company for such
registration in the Borough of Manhattan, The City and State of New York, or
any other office or agency designated by the Company for such purpose, a new
Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange herefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


Prior to due presentment for registration of
transfer of this Note, the Company, the Trustee and any agent of the Company or
the Trustee may deem and treat the registered holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue) for the purpose
of receiving payment of the principal of, premium, if any, and interest on this
Note, as herein provided, and for all other purposes, and neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected
by any notice of the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for moneys payable on this Note.


 


No recourse for the payment of the principal
of, premium, if any, or interest on this Note, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.


 


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


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


9