Exhibit 4.2


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE)
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 CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF,
OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.


 


PITNEY BOWES INC.


 


	No. [  ]	SENIOR NOTE	CUSIP No. 724479AK6
	 	(Fixed Rate)	 


 

	PRINCIPAL AMOUNT: $[    ]	 	STATED MATURITY OF SECURITY: October 1, 2021
	 	 	 
	DENOMINATIONS: U.S. $2,000.00 and integral multiples of U.S. $1,000.00 in excess thereof	 	COMPUTATION PERIOD:  30/360  
	 	 	 
	ISSUE DATE: September 22, 2016	 	REGULAR RECORD DATE(S): 15 calendar days immediately preceding an Interest Payment Date
	 	 	 
	INTEREST RATE: 3.375% per annum, subject to adjustment as described herein	 	REDEEMABLE: Yes.
	 	 	 
	INTEREST PAYMENT DATES: April 1 and October 1, commencing on April 1, 2017	 	SINKING FUND: None. 




    	 



    	



    

Pitney Bowes Inc., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for
The Depository Trust Company, or registered assigns, the principal amount on the Stated Maturity specified above unless redeemed
or repurchased prior to such date in accordance with the provisions referred to on the reverse hereof (the Stated Maturity or date
of earlier redemption or repurchase, as the case may be, is referred to herein as the “Maturity”) and to pay interest
thereon (computed, on the basis of a 360-day year of twelve 30-day months), from and including the Issue Date specified above (the
“Issue Date”) or from and including the most recent Interest Payment Date (as defined below) to which interest on this
Security (or any predecessor Security) has been paid or duly provided for to, but excluding, the Interest Payment Date, on the
Interest Payment Dates specified above in each year (each, an “Interest Payment Date”) and at Maturity, at the rate
per annum equal to the Interest Rate specified above, subject to adjustment from time to time as described on the reverse herein
(the “Interest Rate”), until the principal hereof is paid or duly 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 relevant Regular
Record Date.


 


Any interest on this Security that is payable
but not punctually paid or duly provided for (“defaulted interest”) on any Interest Payment Date shall forthwith cease
to be payable to the Registered Holder on the relevant Regular Record Date by virtue of such Holder having been a Holder on such
Regular Record Date. Such defaulted interest may be paid by the Company, at its election in each case, as provided in clause (a)
or clause (b) below:


 


(a)        The Company may elect to make
payment of any defaulted interest to the Persons in whose names the Securities (or their respective predecessor Securities) are
registered at the close of business on a special record date for the payment of such defaulted interest, which shall be fixed in
the following manner. The Company shall notify the Trustee (as defined on the reverse hereof) in writing of the amount of defaulted
interest proposed to be paid on each Security and the date of the proposed payment and at the same time the Company shall deposit
with the Trustee funds equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment. Such funds when deposited shall be held
in trust for the benefit of the Persons entitled to such defaulted interest as provided in this clause (a). Thereupon the Trustee
promptly shall fix a special record date for the payment of such defaulted interest in respect of the Securities, which shall be
not more than 15 nor less than ten days prior to the date of the proposed payment. The Trustee promptly shall notify the Company
of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
defaulted interest and the special record date thereof to be mailed, first class postage prepaid, to each Holder of Securities
at his address as it appears in the Security register, not less than ten days prior to such special record date. Notice of the
proposed payment of such defaulted interest and the special record date therefor having been mailed as aforesaid, such defaulted
interest in respect of the Securities shall be paid to the Persons in whose names the Securities (or their



    	2



    	



    

respective predecessor Securities)
are registered on such special record date and such defaulted interest shall no longer be payable pursuant to the following clause
(b).


 


(b)        The Company may make payment
of any defaulted interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the
Trustee.


 


If any Interest Payment Date or the Maturity
of this Security falls on a day that is not a Business Day with respect to this Security, the related payment of principal, premium,
if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity, as the case may be.
A “Business Day” means a day, other than a Saturday, a Sunday, or any other day on which banking institutions in The
City of New York are authorized or required by law or executive order to remain closed.


 


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.


 


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.



    	3



    	



    

IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by manual or facsimile signature under its corporate seal.


 


	 	 	PITNEY BOWES INC.
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	Debbie Salce
	 	 	 	Title:	Vice President and Treasurer
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	Steven Green
	 	 	 	Title:	Vice President – Finance and Chief Accounting Officer
	Attest:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Dated: September 22, 2016	 	 	 	 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	 	THE BANK OF NEW YORK MELLON,
 as Trustee
	 	 	 	 
	 	By:	 	 
	 	 	Authorized Signatory	 




    	 



    	



    

[Reverse of Security]


 


This Security is one of a duly authorized
issue of securities of the Company (the “Securities”) issued and to be issued in one or more series under an Indenture,
dated as of February 14, 2005, between the Company and Citibank, N.A., as trustee (the “Initial Indenture”), as amended
by the First Supplemental Indenture, dated as of October 23, 2007, by and among the Company, The Bank of New York Mellon, as successor
trustee (the “Trustee”; which term includes any successor trustee under the Indenture), and Citibank, N.A., as resigning
trustee (the “First Supplemental Indenture”, and together with the Initial Indenture, the “Indenture”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof, limited initially to an aggregate principal amount of $600,000,000 which amount may be increased at the option of the Company
if in the future it determines that it may wish to reopen the series of Securities of which this Security is a part and sell additional
Securities having the same terms. Except as may be otherwise stated on the face hereof, the Securities of this series are issuable
only as registered Securities, without coupons, in denominations of $2,000.00 and integral multiples of $1,000.00 in excess thereof.


 


The Securities are general, direct, unconditional
and senior unsecured obligations of the Company.


 


The Company may redeem the Securities of
the series of which this Security is a part, at any time in whole or from time to time in part on any day fixed for redemption
in accordance with this Security and the Indenture (a “Redemption Date”), at a redemption price equal to (i) in the
case of a Redemption Date on or after September 1, 2021, the sum of 100% of the aggregate principal amount of the Securities being
redeemed and accrued but unpaid interest on those Securities to such Redemption Date; provided, however, that interest shall be
payable on an Interest Payment Date that falls on or before the Redemption Date to Holders of Securities on the Regular Record
Date for such Interest Payment Date or (ii) in the case of a Redemption Date prior to September 1, 2021, the sum of 100% of the
aggregate principal amount of the Securities being redeemed, accrued but unpaid interest on those Securities to such Redemption
Date, and the Make-Whole Amount, if any, as defined below; provided, however, that interest shall be payable on an Interest Payment
Date that falls on or before the Redemption Date to Holders of Securities on the Regular Record Date for such Interest Payment
Date.


 


“Make-Whole Amount” means, in
connection with any optional redemption made prior to September 1, 2021, the excess, if any, of (a) the aggregate present value
as of the Redemption Date of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued
to such Redemption Date, that would have been payable in respect of each such dollar if such redemption had not been made, determined
by discounting, on a semi-annual basis (assuming a 360-day year of twelve 30-day months), such principal and interest at the Reinvestment
Rate, determined on the third Business Day preceding the date notice of such redemption is given, from the respective dates on
which such principal and interest would have



    	5



    	



    

been payable if such redemption had not been
made, to such Redemption Date, over (b) the aggregate principal amount of the Securities being redeemed.


 


“Reinvestment Rate” means 0.350%
plus the arithmetic mean of the yields under the heading “Week Ending” published in the most recent Statistical Release
under the caption “Treasury Constant Maturities” for the maturity, rounded to the nearest month, corresponding to the
remaining life to maturity, as of the Redemption Date of the principal amount of the Securities being redeemed. If no maturity
exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall
be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury
yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner,
as reasonably determined by the Company.


 


“Statistical Release” means the
statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if
such statistical release is not published at the time of any required determination under the Indenture, then such other reasonably
comparable index which shall be designated by the Company.


 


The Company shall give written notice of
any redemption of any Securities to Holders of the Securities to be redeemed at their addresses, as shown in the Security register
for the Securities, at least 30 days and not more than 60 days prior to any Redemption Date. The notice of redemption shall specify,
among other items, the applicable Redemption Date, the redemption price and the aggregate principal amount of the Securities to
be redeemed.


 


If the Company chooses to redeem less than
all of the Securities, it shall notify the Trustee at least 60 days before giving notice of redemption, or such shorter period
as is satisfactory to the Trustee, of the aggregate principal amount of the Securities to be redeemed and the applicable Redemption
Date. The Trustee shall select, in such manner as it shall deem appropriate and fair, the Securities to be redeemed in part.


 


Notice of redemption having been given as
aforesaid, this Security (or the portion of the principal amount hereof so to be redeemed) shall, on the applicable Redemption
Date, become due and payable at the redemption price herein specified above, and from and after such date (unless the Company shall
default in the payment of such redemption price) shall cease to bear interest.


 


If a Change of Control Triggering Event (as
defined below) occurs, unless the Company has exercised its option to redeem the Securities, the Company shall be required to make
an offer (the “Change of Control Offer”) to each Holder of the Securities of the series of which this Security is a
part to repurchase all or any part (equal to $2,000.00 or an integral multiple of



    	6



    	



    

$1,000.00 in excess thereof) of that Holder’s
Securities on the terms set forth herein. In the Change of Control Offer, the Company shall be required to offer payment in cash
equal to 101% of the aggregate principal amount of the Securities to be repurchased, plus accrued and unpaid interest, if any,
on the Securities to be repurchased to the date of repurchase (the “Change of Control Payment”).


 


Within 30 days following any Change of Control
Triggering Event, or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement
of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of the
Securities, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering
Event and offering to repurchase the Securities on the date specified in the notice, which date shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice, if
mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase is conditioned on the
Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In the event that such offer to
purchase fails to satisfy the condition in the preceding sentence, the Company shall cause another notice meeting the aforementioned
requirements to be mailed to Holders of the Securities.


 


On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


		·	accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer;



 


		·	deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Securities or portions of
Securities properly tendered; and



 


		·	deliver or cause to be delivered to the Trustee the Securities properly accepted together with an officers’ certificate
stating the aggregate principal amount of Securities or portions of Securities being repurchased.



 


The paying agent will promptly transmit to
each Holder of Securities properly tendered pursuant to the Change of Control Offer the Change of Control Payment for the Securities
being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Security equal in principal amount to any unrepurchased portion, if any, of any Security surrendered; provided, that each
new Security will be in a minimum denomination of $2,000.00 or an integral multiple of $1,000.00 in excess thereof.


 


The Company shall not be required to make
a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the
manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases
all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities
if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than
a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.



    	7



    	



    

The Company shall comply with the requirements
of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or
regulations conflict with the Change of Control Offer provisions of the Securities, the Company shall comply with those securities
laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the
Securities by virtue of any such conflict.


 


The Interest Rate payable on the Securities
will be subject to adjustments from time to time if either Moody’s or S&P or, if either of Moody’s or S&P ceases
to rate the Securities or fails to make a rating of the Securities publicly available, in each case for reasons outside of the
control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)
of the Exchange Act selected pursuant to the definition of “rating agencies” (a “Substitute Rating Agency”),
downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Securities, in the manner described below.
The Trustee shall not be responsible for monitoring the ratings of the Securities. The Company shall notify the Trustee in writing
of any adjustment to the Interest Rate pursuant hereto due to a ratings change.


 


If the rating assigned by Moody’s (or
any Substitute Rating Agency therefor) of the Securities is decreased to a rating set forth in the immediately following table,
the Interest Rate on the Securities will increase such that it will equal the Interest Rate payable on the Securities on the Issue
Date plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite
the rating in the table under “S&P Rating Percentage”):


 


Moody’s
Rating* Percentage


 


	Ba1	0.25%
	Ba2	0.50%
	Ba3	0.75%
	B1 or below	1.00%


 


 





	*	Including the equivalent ratings of any Substitute Rating Agency.


 


If the rating assigned by S&P (or any
Substitute Rating Agency therefor) of the Securities is decreased to a rating set forth in the immediately following table, the
Interest Rate on the Securities will increase such that it will equal the Interest Rate payable on the Securities on the Issue
Date plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite
the rating in the table under “Moody’s Rating Percentage”):



    	8



    	



    
S&P
Rating* Percentage


 


	BB+	0.25%
	BB	0.50%
	BB-	0.75%
	B+ or below	1.00%


 


 





	*	Including the equivalent ratings of any Substitute Rating Agency.



 


If at any time the Interest Rate on the Securities
has been increased and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may
be, subsequently upgrades its rating of the Securities to any of the threshold ratings set forth above, the Interest Rate on the
Securities will be decreased such that the Interest Rate for the Securities equals the Interest Rate payable on the Securities
on the Issue Date plus the percentages set forth opposite the ratings from the tables above in effect immediately following the
upgrade in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently upgrades its rating of the Securities
to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency
therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the Interest Rate
on the Securities will be decreased to the Interest Rate payable on the Securities on the Issue Date (and if one such upgrade occurs
and the other does not, the Interest Rate on the Securities will be decreased so that it does not reflect any increase attributable
to the upgrading Rating Agency). In addition, the Interest Rate on the Securities will permanently cease to be subject to any adjustment
described above (notwithstanding any subsequent downgrade in the ratings by either or both Rating Agencies) if the Securities become
rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s
and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Securities
are only rated by one Rating Agency).


 


Each adjustment required by any downgrade
or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute
Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the Interest Rate for
the Securities be reduced to below the Interest Rate payable on the Securities on the Issue Date or (2) the total increase in the
Interest Rate on the Securities exceed 2.00% above the Interest Rate payable on the Securities on the Issue Date.


 


No adjustments in the Interest Rate of the
Securities shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Securities. If at any time Moody’s
or S&P ceases to provide a rating of the Securities, the Company will use its commercially reasonable efforts to obtain a
rating of the Securities from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase
or decrease in the Interest Rate on the Securities pursuant to the tables above (a) such Substitute Rating Agency will be substituted
for the last Rating Agency to provide a rating of the Securities but which has since ceased to provide such rating, (b) the relative
rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith
by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining
the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will
be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the Interest Rate
on the Securities will increase or decrease, as the case may be, such that the Interest Rate equals the Interest Rate payable
on the Securities on the Issue Date plus the appropriate percentage, if any, set forth opposite the deemed equivalent


    	9



    	



    

rating from such Substitute Rating Agency in the applicable table above (taking
into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other
Rating Agency).


 


For so long as only one Rating Agency provides
a rating of the Securities, any subsequent increase or decrease in the Interest Rate of the Securities necessitated by a reduction
or increase in the rating by the Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable
table above. For so long as none of Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides
a rating of the Securities, the Interest Rate on the Securities will increase to, or remain at, as the case may be, 2.00% above
the Interest Rate payable on the Securities on the Issue Date.


 


Any Interest Rate increase or decrease described
above will take effect from the first Interest Payment Date following the date on which a rating change occurs that requires an
adjustment in the Interest Rate. As such, interest will not accrue at such increased or decreased rate until the next Interest
Payment Date following the date on which a rating change occurs. If Moody’s or S&P (or, in either case, a Substitute
Rating Agency therefor) changes its rating of the Securities more than once prior to any particular Interest Payment Date, the
last change by such agency prior to such Interest Payment Date will control for purposes of any Interest Rate increase or decrease
with respect to the Securities described above relating to such Rating Agency’s action. If the Interest Rate payable on the
Securities is increased as described above, the term “interest,” as used with respect to the Securities, will be deemed
to include any such additional interest unless the context otherwise requires.


 


If so indicated on the face hereof, and in
accordance with the terms specified thereon, this Security will be subject to redemption through operation of a sinking fund.


 


The Holders of Securities are entitled to
certain covenants set forth in the Indenture and in an officers’ certificate adopted pursuant to the Indenture.


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness on this Security, or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance by the Company with certain conditions set forth therein.


 


If an Event of Default with respect to the
Securities of the series of which this Security is a part shall occur and be continuing, the principal of the Securities of the
series of which this Security is a part may be declared due and payable in the manner and with the effect provided in the Indenture.
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of the series of
which this Security is a part shall terminate.


 


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 the majority in principal amount of


    	10



    	



    

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 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 in exchange or substitution therefor, irrespective of 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 trustee, receiver, liquidator, custodian or other similar official 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 and the Holders of not less than 25% in 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 satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in 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.


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the right of any Holder of any Security to receive payment
of the principal of and, subject to Section 2.07 of the Initial Indenture, interest on such Security at the respective rates, in
the respective amount on or after the respective due dates expressed in such Security, or to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


As provided in the Indenture and subject
to certain limitations herein and 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 Company in any place where the principal
of and any premium and interest on this Security are payable, if this Security, if so required by the Company or Trustee, is duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder hereof or his attorney duly authorized in writing, thereupon one or more new Securities of the series of which this
Security is a part 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 herein and therein set forth, the Securities of the series of which this Security is a part are exchangeable
for a like aggregate principal amount of Securities of the series of which this Security is a part and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


 


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



    	11



    	



    


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the
Company, the Trustee or any such agent shall be affected by notice to the contrary.


 


This Security shall be deemed to be a contract
under the internal laws of the State of New York (other than principles of law that would apply the law of another jurisdiction),
and for all purposes shall be construed and enforced in accordance with and governed by the laws of said State.


 


For the purposes hereof, the following terms
will be applicable:


 


“Change of Control” means the
occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation)
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 Company, any subsidiary or employee benefit plan of the Company or employee benefit plan of any subsidiary of the Company)
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 Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or more series of transactions approved by the Board
of Directors of the Company as part of a single plan, of 85% or more of the total consolidated assets of the Company as shown on
the Company’s most recent audited balance sheet, to one or more Persons (other than the Company or one of the subsidiaries
of the Company); or (3) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing
Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes
a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) 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 Voting Stock of
the Company immediately prior to that transaction or (B) immediately following that transaction, no person or group (other than
a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50%
of the Voting Stock of such holding company.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such
Board of Directors of the Company on the date the Securities were initially issued or (2) was nominated for election, elected
or appointed to the Board of Directors of the Company with the approval of a majority of the Continuing Directors who were
members of the Board of Directors of the Company at the time of such nomination, election or appointment (either by a
specific vote or by approval of the proxy statement of the Company in which such member was named as a nominee for election
as a director, without objection to such nomination).



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“Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.


 


“Moody’s” means Moody’s
Investors Service, Inc., and its successors.


 


“Rating Agencies” means (1) each
of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating
of the Securities publicly available, in each case for reasons outside of the control of the Company, a “nationally recognized
statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified
by a resolution of the Board of Directors of the Company) as a replacement agency for Moody’s or S&P, or both of them,
as the case may be.


 


“Rating Event” means the rating
on the Securities is lowered by each of the Rating Agencies and the Securities are rated below an Investment Grade Rating by each
of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the
Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier
of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the intention of
the Company to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction
in rating will be deemed not to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating
Event for purposes of the definition of Change of Control Triggering 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 at the Company’s
or its request that the reduction was the result, in whole or in part, of any event or circumstance consisting of or arising as
a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at
the time of the Rating Event).


 


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


 


“Voting Stock” means, with respect
to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, 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.


 


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



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ABBREVIATION


 


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


 


	TEN COM

 TEN ENT

 JT  TEN	 	as tenant in common 

as tenants by the entireties (Cust)

 as joint tenants with right of survivorship and not as tenants in common	 	UNIF GIFT MIN ACT	 	____ Custodian ____

 (Cust)          (Minor)

 under Uniform Gifts to

 Minors Act _____ 

(State)


 


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



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ASSIGNMENT FORM


 


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


____________________________________________________


(please insert social security or other identifying number of
assignee)


____________________________________________________


(please print or typewrite name and address including postal
zip code of assignee)


the within Security and all rights thereunder, hereby irrevocably
constituting and appointing


____________________________________________________


attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.


 


Dated: _______________________________


 


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



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