Exhibit 4.2


 


PRINCIPAL AMOUNT


                    $                                    


REGISTERED NO.: R-


 


CUSIP NO.: 756109 AX2


ISIN NO.: US756109AX24


 


REALTY INCOME CORPORATION


3.250% NOTES DUE 2031


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
FORM AS AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY
OR ITS NOMINEE.


 


UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS 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, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


Realty Income Corporation, a Maryland corporation
(the “Company,” which term shall include any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to                     ,
or registered assigns, the principal sum of                                                       
Dollars on January 15, 2031, and to pay interest thereon from and including May 8, 2020, or from and including the most recent
date to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 of each year (the
 “Interest Payment Dates”), commencing July 15, 2020, at the rate of 3.250% per annum, until the entire principal amount
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 Note (as defined below) (or one or more
Predecessor Securities) is registered in the Security Register applicable to the Notes at the close of business on January 1 or
July 1 (the “Regular Record Dates”), as the case may be, immediately preceding the applicable Interest Payment Date
regardless of whether the Regular Record Date is a Business Day. Any such interest not so punctually paid or duly provided for
shall 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 Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less
than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any principal of or premium, if any, or interest on any of the Notes is not paid when due, then such overdue principal and,
to the extent permitted by law, such overdue premium or interest, as the case may be, shall bear interest, until paid or until
such payment is duly provided for, at the rate of 3.250% per annum.


 


Payments of principal, premium, if any,
and interest in respect of this Note will be made by the Company in Dollars. If this Note is a Global Security, all payments
of principal, premium, if any, and interest in respect of this Note will be made by the Company by wire transfer of
immediately available funds to an account maintained by the payee located in the United States. If this Note is not a Global
Security (a “Certificated Note”), payments of interest on this Note may, at the Company’s option, be made
by mailing a check to the address of the Person entitled thereto as such address appears in the Security Register for the
Notes or by wire transfer to an account maintained by the payee located in the United States, all on the terms set forth in
the Indenture; provided, however, that a Holder of $5 million or more in aggregate principal amount of Certificated Notes
will be entitled to receive payments of interest due on any Interest Payment Date by wire transfer of immediately available
funds to an account maintained by such Holder in the United States so long as such Holder has given appropriate wire transfer
instructions to the Trustee or a Paying Agent for the Notes at least 15 calendar days prior to the applicable Interest
Payment Date. Any such wire transfer instructions will remain in effect until revoked by such Holder or until such Person
ceases to be a Holder of $5 million or more in aggregate principal amount of Certificated Notes.


 






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Payments of principal of and premium, if any,
and interest on Certificated Notes that are due and payable on the Final Maturity Date (as defined below), any Redemption Date
or any other date on which principal of such Notes is due and payable will be made by wire transfer of immediately available funds
to accounts maintained by the Holders thereof in the United States, so long as such Holders have given appropriate wire transfer
instructions to the Trustee or a Paying Agent for the Notes, against surrender of such Notes to the Trustee or a Paying Agent for
the Notes; provided that installments of interest on Certificated Notes that are due and payable on any Interest Payment Date falling
on or prior to such Final Maturity Date, Redemption Date or other date on which principal of such Notes is payable will be paid
in the manner described in the preceding paragraph to the Persons who were the Holders of such Notes (or one or more Predecessor
Securities) registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions
of the Indenture.


 


This Note is one of a duly authorized issue
of Securities of the Company (herein called the “Notes”), issued as a series of Securities under an indenture dated
as of October 28, 1998 (herein called, together with all indentures supplemental thereto, the “Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as trustee (the “Trustee,”
which term includes any successor trustee under the Indenture with respect to the Notes), 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 Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the duly authorized series designated as the “3.250% Notes due 2031.” All terms
used in this Note which are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.


 


Prior to October 15, 2030 (the “Par
Call Date”), the Notes may be redeemed at any time in whole or from time to time in part at the option of the Company at
a Redemption Price equal to the greater of:


 


(a) 100% of the principal amount of the Notes
to be redeemed, and


 


(b) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to
the applicable Redemption Date), assuming that the Notes matured and that accrued and unpaid interest on the Notes was payable
on the Par Call Date, discounted to such Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus 40 basis points,


 


plus, in the case of both clauses (a) and (b) above, accrued
and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date.


 


On and after the Par Call Date, the Notes
may be redeemed at any time in whole or from time to time in part at the option of the Company at a Redemption Price equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being
redeemed to the applicable Redemption Date.


 


Notwithstanding the foregoing, installments
of interest on Notes whose Stated Maturity is on or prior to a Redemption Date will be payable to the Holders of such Notes (or
one or more Predecessor Securities) registered as such at the close of business on the relevant Regular Record Dates according
to their terms and the provisions of the Indenture.


 









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Notice of any redemption by the Company will
be mailed at least 30 days but not more than 60 days before the applicable Redemption Date to each Holder of Notes to be redeemed.


 


The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Company on the Notes and (b) certain restrictive covenants and the related defaults
and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth
in the Indenture, which provisions apply to this Note.


 


In addition to the covenants of the Company
contained in the Indenture, the Company makes the following covenants with respect to, and for the benefit of the Holders of, the
Notes:


 


Limitation on Incurrence of Total Debt.
The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if, immediately after
giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a pro forma basis, the
aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance
with GAAP is greater than 60% of the sum of (i) the Company’s Total Assets as of the end of the latest fiscal quarter covered
in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with
the Commission (or, if such filing is not required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
with the Trustee) prior to the incurrence of such additional Debt and (ii) the increase, if any, in Total Assets from the end of
such quarter including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional
Debt (such increase together with the Company’s Total Assets are referred to as the “Adjusted Total Assets”).


 


Limitation on Incurrence of Secured Debt.
The Company will not, and will not permit any Subsidiary to, incur any Secured Debt, other than Intercompany Debt, if, immediately
after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom on a pro forma
basis, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis
determined in accordance with GAAP is greater than 40% of the Company’s Adjusted Total Assets.


 


Debt Service Coverage. The Company
will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of Consolidated Income
Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters
most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis
after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated on the assumption
that (i) such Debt and any other Debt incurred by the Company or any of its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter
period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company or any
of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that,
in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be
computed based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition
by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without
limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first
day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro
forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first
day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service
Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have
been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.


 


Maintenance of Total Unencumbered Assets.
The Company will maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount
of the Unsecured Debt of the Company and its Subsidiaries, computed on a consolidated basis in accordance with GAAP.


 


Certain Definitions. As used herein,
the following terms have the meanings set forth below:


 









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“Annual Debt Service
Charge” as of any date means the amount which is expensed in any 12-month period for interest on Debt of the Company
and its Subsidiaries.


 


“Comparable Treasury
Issue” means, with respect to any Redemption Date for the Notes, the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming that
the Notes matured on the Par Call Date) 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 the Notes to be redeemed
(assuming that the Notes matured on the Par Call Date).


 


“Comparable Treasury
Price” means, with respect to any Redemption Date for the Notes:


 


(a)          
if the Company obtains five or more Reference Treasury Dealer Quotations for such Redemption Date, the average of such Reference
Treasury Dealer Quotations after excluding the highest and lowest such Reference Treasury Dealer Quotations, or


 


(b)          
if the Company obtains fewer than five but more than one such Reference Treasury Dealer Quotations for such Redemption Date, the
average of all such Reference Treasury Dealer Quotations, or 


 


(c)        
if the Company obtains only one such Reference Treasury Dealer Quotation for such Redemption Date, that Reference Treasury Dealer
Quotation.


 


“Consolidated Income
Available for Debt Service” for any period means Consolidated Net Income plus, without duplication, amounts which have
been deducted in determining Consolidated Net Income during such period for (i) Consolidated Interest Expense, (ii) provisions
for taxes of the Company and its Subsidiaries based on income, (iii) amortization (other than amortization of debt discount)
and depreciation, (iv) provisions for losses from sales or joint ventures, (v) provisions for impairment losses, (vi) increases
in deferred taxes and other non-cash charges, (vii) charges resulting from a change in accounting principles, and (viii) charges
for early extinguishment of debt, and less, without duplication, amounts which have been added in determining Consolidated Net
Income during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other
non-cash items.


 


“Consolidated Interest
Expense” for any period, and without duplication, means all interest (including the interest component of rentals on
finance leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount
on all Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) but excluding legal fees, title
insurance charges, other out-of-pocket fees and expenses incurred in connection with the issuance of Debt and the amortization
of any such debt issuance costs that are capitalized, all determined for the Company and its Subsidiaries on a consolidated basis
in accordance with GAAP.


 


“Consolidated Net Income”
for any period means the amount of consolidated net income (or loss) of the Company and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP.


 


“Debt”
means any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of (i) money borrowed or
evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien,
charge, encumbrance, trust deed, deed of trust, deed to secure debt, security agreement or any security interest existing on
property owned by the Company or any Subsidiary, (iii) letters of credit or amounts representing the balance deferred and
unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade payable or
(iv) any lease of property by the Company or any Subsidiary as lessee that is reflected on the Company’s consolidated
balance sheet as a finance lease or as indebtedness in accordance with GAAP, in the case of items of indebtedness under (i)
through (iii) above to the extent that any such items (other than letters of credit) would appear as liabilities on the
Company’s consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included,
any obligation of the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than
for purposes of collection in the ordinary course of business), indebtedness of another Person (other than the Company or any
Subsidiary) of the type referred to in (i), (ii), (iii) or (iv) above (it being understood that Debt shall be deemed to be
incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or
otherwise become liable in respect thereof).


 






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“Executive Group”
means, collectively, those individuals holding the offices of Chairman, Vice Chairman, Chief Executive Officer, President, Chief
Operating Officer or any Vice President of the Company.


 


“Final Maturity Date”
means January 15, 2031.


 


 “Independent Investment
Banker” means, with respect to any Redemption Date for the Notes, Citigroup Global Markets Inc. and its successors, BofA
Securities, Inc. and its successors, Barclays Capital Inc. and its successors, J.P. Morgan Securities LLC and its successors, or
Wells Fargo Securities, LLC and its successors (whichever shall be appointed by the Company) or, if all such firms or the respective
successors, if any, to such firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Company.


 


“Intercompany Debt”
means indebtedness owed by the Company or any Subsidiary solely to the Company or any Subsidiary.


 


“New York Business Day”
means any day, other than a Saturday or a Sunday, that is not a day on which banking institutions in The City of New York are authorized
or required by law, regulation or executive order to close.


 


 “Reference Treasury
Dealers” means, with respect to any Redemption Date for the Notes, Citigroup Global Markets Inc., BofA Securities, Inc.,
Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and their respective successors (or their respective
affiliates that are Primary Treasury Dealers, as defined below); provided, however, that if any such firm or its successor (or,
if applicable, any such affiliate), as the case may be, ceases to be a primary U.S. Government securities dealer in the United
States (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, the average,
as determined by the Company, 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 Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third New York Business Day preceding such Redemption Date.


 


“Secured Debt”
means Debt secured by any mortgage, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt, security agreement,
pledge, conditional sale or other title retention agreement, finance lease, or other security interest or agreement granting or
conveying security title to or a security interest in real property or other tangible assets.


 


“Subsidiary”
means (i) any corporation, partnership, joint venture, limited liability company or other entity the majority of the shares,
if any, of the non-voting capital stock or other equivalent ownership interests of which (except directors’ qualifying
shares) are at the time directly or indirectly owned by the Company, and the majority of the shares of the voting capital
stock or other equivalent ownership interests of which (except for directors’ qualifying shares) are at the time
directly or indirectly owned by the Company, any other Subsidiary or Subsidiaries, and/or one or more individuals of the
Executive Group (or, in the event of death or disability of any of such individuals, his/her respective legal
representative(s), or such individuals’ successors in office as an officer of the Company), and (ii) any other
entity the accounts of which are consolidated with the accounts of the Company. The foregoing definition of
 “Subsidiary” shall only be applicable with respect to the covenants set forth above under the captions
 “Limitation on Incurrence of Total Debt,” “Limitation on Incurrence of Secured Debt,” “Debt
Service Coverage,” and “Maintenance of Total Unencumbered Assets,” this definition, the other definitions
set forth herein under this caption “Certain Definitions,” and, insofar as Section 801 of the Indenture is
applicable to the Notes, the term “Subsidiary,” as that term is used in Section 801(2) of the Indenture, shall
have the meaning set forth in this definition (instead of the meaning set forth in Section 101 of the Indenture).


 






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 “Treasury Rate”
means, with respect to any Redemption Date for the Notes:


 


                                               
(a)           the yield, under the heading that represents the average for the
immediately preceding week, appearing in, or available through, the most recently published statistical release designated “H.15”
or any successor publication which is published at least weekly by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”) (or, in each case, any companion online data resource published at least weekly by the Federal Reserve) and which
establishes yields on actively traded United States Treasury securities adjusted to constant maturity for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before or after the Par Call Date, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the nearest month), or


 


                                                
(b)           if such release (or any successor publication or 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 such Redemption Date.


 


 For purposes of the immediately preceding sentence,
information shall be deemed “published” by the Federal Reserve if it is made available to the public generally, whether
in physical form, on the Federal Reserve’s website or by other means. The Treasury Rate shall be calculated by the Company
on the third New York Business Day preceding the applicable Redemption Date.


 


“Total Assets”
as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries
determined on a consolidated basis in accordance with GAAP (but excluding accounts receivable and intangibles).


 


“Total Unencumbered Assets”
as of any date means Total Assets minus the value of any properties of the Company and its Subsidiaries that are encumbered by
any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other
encumbrance of any kind (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that
is so encumbered, determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered
Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth above under "Maintenance of Total
Unencumbered Assets," all investments in any Person that is not consolidated with the Company for financial reporting purposes
in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investment would otherwise have
been included. For purposes of this definition, the value of each property shall be equal to the purchase price or cost of each
such property and the value of any stock subject to any encumbrance shall be determined by reference to the value of the properties
owned by the issuer of such stock as aforesaid.


 


“Undepreciated Real Estate
Assets” as of any date means the amount of real estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization, determined on a consolidated basis in accordance with GAAP.


 


“Unsecured Debt”
means Debt of the Company or any Subsidiary that is not Secured Debt.


 









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If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal
amount of the Notes 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 indemnity reasonably satisfactory to it and the Trustee shall not have
received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment
of principal of, or premium, if any, or interest on, this Note on or after the respective due dates therefor.


 


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 Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting
the Holders of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount of the Outstanding Notes to waive, in certain circumstances,
on behalf of all Holders of the Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Note 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 Note.


 


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, and premium, if any, and interest on, this Note at the times, places and rate, and in the coin or currency,
herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this
Note for registration of transfer at the office or agency of the Company in any Place of Payment for the Notes, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for the Notes
duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes 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, Notes of this series are exchangeable for a like aggregate principal amount of Notes of
this series of different authorized denominations, as requested by the Holder surrendering the same.


 


The Notes of this series are issuable only
in registered form, without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Note 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 Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


  No recourse shall be had for
the payment of the principal of, or premium, if any, or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any
past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, 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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THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as
a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as
printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.


 


Unless the certificate of authentication hereon
has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


The headings included in this Note are for
convenience only and shall not affect the construction hereof.


 


[Signature page follows]





 






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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	 	 	REALTY INCOME CORPORATION
	 	 	 	 
	 	 	By:	 
	 	 	 	Sumit Roy
 President and Chief Executive Officer
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Michael R. Pfeiffer	 	 	 
	 	Executive Vice President, Chief Administrative Officer, General Counsel and Secretary	 	 	 



 









     


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


 


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


 


	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 
	By:	 	 
	 	Authorized Signatory	 
	 
	Dated:  
	 	 	 


 









     


     


    

 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned hereby


sells, assigns and transfers to


 


PLEASE INSERT SOCIAL


SECURITY OR OTHER IDENTIFYING


NUMBER OF ASSIGNEE


 


(Please Print or Typewrite Name and Address


including Zip Code of Assignee)


 


	the within Note of REALTY INCOME CORPORATION, and hereby does irrevocably constitute and appoint


 


Attorney to transfer said Note on the books of the within-named
Company with full power of substitution in the premises.


 


Dated:


 


NOTICE: The signature to this assignment must correspond with
the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change
whatever.


 


	Signature Guaranty	 	 	 
	 	 	(Signature must be guaranteed by
	 	 	a participant in a signature
	 	 	guarantee medallion program)