Form of Second Supplemental Indenture



 Exhibit 4.2 

EXECUTION COPY 

SECOND SUPPLEMENTAL INDENTURE 

Dated as of September 27, 2010 

to 

INDENTURE 

Dated as of May 18, 2009 

Between 

MICROSOFT CORPORATION, 

as Issuer 

and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as Trustee 
  

 
 0.875% Notes
due 2013 
 1.625% Notes due 2015 

3.000% Notes due 2020 

4.500% Notes due 2040 
  

 







 TABLE OF CONTENTS 

 

					
	 	  	Page
	ARTICLE 1. DEFINITIONS	  	2
		
	 Section 1.1. Definition of Terms
	  	2
		
	ARTICLE 2. TERMS AND CONDITIONS OF NOTES	  	2
		
	 Section 2.1. Designation and Principal Amount
	  	2
	 Section 2.2. Maturity
	  	3
	 Section 2.3. Further Issues
	  	3
	 Section 2.4. Payment
	  	3
	 Section 2.5. Global Securities
	  	3
	 Section 2.6. Interest
	  	3
	 Section 2.7. Authorized Denominations
	  	4
	 Section 2.8. Redemption and Sinking Fund
	  	4
	 Section 2.9. Ranking
	  	4
	 Section 2.10. Appointments
	  	4
	 Section 2.11. Defeasance
	  	5
		
	ARTICLE 3. FORM OF NOTES	  	5
		
	 Section 3.1. Form of Notes
	  	5
		
	ARTICLE 4. ORIGINAL ISSUE OF NOTES	  	5
		
	 Section 4.1. Original Issue of Notes
	  	5
		
	ARTICLE 5. MISCELLANEOUS	  	5
		
	 Section 5.1. Ratification of Indenture
	  	5
	 Section 5.2. Trustee Not Responsible for Recitals
	  	5
	 Section 5.3. Governing Law
	  	5
	 Section 5.4. Separability
	  	5
	 Section 5.5. Counterparts
	  	6
		
	EXHIBIT A – Form of 2013 Notes	  	A-1
		
	EXHIBIT B – Form of 2015 Notes	  	B-1
		
	EXHIBIT C – Form of 2020 Notes	  	C-1
		
	EXHIBIT D – Form of 2040 Notes	  	D-1








 SECOND SUPPLEMENTAL INDENTURE, dated as of September 27, 2010 (this
“Supplemental Indenture”), between MICROSOFT CORPORATION, a corporation duly organized and existing under the laws of the State of Washington (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”). 

RECITALS OF THE COMPANY 

WHEREAS, the Company executed and delivered to the Trustee the Indenture, dated as of May 18, 2009, (the
“Indenture”), to provide for the issuance of the Company’s debt securities (the “Securities”), to be issued in one or more series and a First Supplemental Indenture, dated as of May 18, 2009; 

WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of four new series of its
Securities under the Indenture to be known as its “0.875% Notes due 2013” (the “2013 Notes”), “1.625% Notes due 2015” (the “2015 Notes”), “3.000% Notes due 2020” (the “2020
Notes”) and “4.500% Notes due 2040” (the “2040 Notes” and, together with the 2013 Notes, the 2015 Notes and the 2020 Notes, the “Notes”), the form and substance and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture; 
 WHEREAS, the Board of
Directors of the Company by duly adopted resolutions has authorized the proper officers of the Company to, among other things, determine the terms of the Securities to be issued under the Indenture and execute any and all appropriate documents
necessary or appropriate to effect each such issuance; 
 WHEREAS, this Supplemental Indenture is being entered into pursuant to
the provisions of Section 901(7) of the Indenture; 
 WHEREAS, the Company has requested that the Trustee execute and
deliver this Supplemental Indenture; and 
 WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement
of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this
Supplemental Indenture has been duly authorized in all respects; 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

 For and in consideration of the premises and the purchase of the Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows: 







 ARTICLE 1. 

DEFINITIONS 

Section 1.1. Definition of Terms. Unless the context otherwise requires: 

(a) each term defined in the Indenture has the same meaning when used in this Supplemental Indenture; 

(b) the singular includes the plural, and vice versa; and 

(c) headings are for convenience of reference only and do not affect interpretation. 

ARTICLE 2. 

TERMS AND CONDITIONS OF NOTES 

Section 2.1. Designation and Principal Amount. 

(a) There is hereby authorized and established a series of Securities under the Indenture, designated as the “0.875% Notes due
2013,” which is initially limited in aggregate principal amount to $1,000,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other 2013 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture
and except for any Securities which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered). 

(b) There is hereby authorized and established a series of Securities under the Indenture, designated as the “1.625% Notes due
2015,” which is initially limited in aggregate principal amount to $1,750,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other 2015 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture
and except for any Securities which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered). 

(c) There is hereby authorized and established a series of Securities under the Indenture, designated as the “3.000% Notes due
2020,” which is initially limited in aggregate principal amount to $1,000,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other 2020 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture
and except for any Securities which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered). 

(d) There is hereby authorized and established a series of Securities under the Indenture, designated as the “4.500% Notes due
2040,” which is initially limited in aggregate principal amount to $1,000,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other 2040 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture
and except for any Securities which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered). 
  

 2 








 Section 2.2. Maturity. 

(a) The Stated Maturity of principal of the 2013 Notes shall be September 27, 2013. 

(b) The Stated Maturity of principal of the 2015 Notes shall be September 25, 2015. 

(c) The Stated Maturity of principal of the 2020 Notes shall be October 1, 2020. 

(d) The Stated Maturity of principal of the 2040 Notes shall be October 1, 2040. 

Section 2.3. Further Issues. The Company may at any time and from time to time, without the consent of the Holders of any series
of the Notes, issue additional notes of any series. Any such additional notes shall have the same ranking, interest rate, maturity date and other terms as the relevant series of the Notes. Any such additional notes of a series, together with the
Notes of the relevant series herein provided for, shall constitute a single series of Securities under the Indenture. 
 Section
2.4. Payment. Principal of and interest on the Notes shall be payable in U.S. dollars in immediately available funds at the office or agency of the Company maintained for such purpose in New York, New York, which shall initially be at an
office of the Trustee located at 101 Barclay Street, 8W, New York, New York 10286, Attention: Corporate Trust Administration; provided, however, that payment of interest may be made at the option of the Company by check mailed to the
Holder at such address as shall appear in the Security Register at the close of business on the Record Date for such Holder or by wire transfer to an account appropriately designated by the Holder to the Company and the Trustee; and provided,
further, that the Company will pay principal of and interest on, the Notes in global form registered in the name of or held by The Depository Trust Company (“DTC”) or such other Depositary as any Officer of the Company may
from time to time designate, or its respective nominee, by wire in immediately available funds to such Depositary or its nominee, as the case may be, as the registered holder of such Notes in global form. 

Section 2.5. Global Securities. Upon the original issuance, the Notes will be represented by Global Securities registered in the
name of Cede & Co., the nominee of DTC. The Company will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co. 

Section 2.6. Interest. 

(a) The 2013 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from
September 27, 2010 at the rate of 0.875% per annum, payable semi-annually in arrears. Interest payable on each Interest Payment Date will include interest accrued from September 27, 2010, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for. The Interest Payment Dates on which such interest shall be payable are March 27 and September 27, commencing on March 27, 2011; and the Record Date for the interest payable on any
Interest Payment Date is the close of business on March 15 or September 15, as the case may be, next preceding the relevant Interest Payment Date. 
  

 3 








 (b) The 2015 Notes will bear interest (computed on the basis of a 360-day year consisting of
twelve 30-day months) from September 27, 2010 at the rate of 1.625% per annum, payable semi-annually in arrears. Interest payable on each Interest Payment Date will include interest accrued from September 27, 2010, or from the most
recent Interest Payment Date to which interest has been paid or duly provided for. The Interest Payment Dates on which such interest shall be payable are March 25 and September 25, commencing on March 25, 2011; and the Record Date for
the interest payable on any Interest Payment Date is the close of business on March 15 or September 15, as the case may be, next preceding the relevant Interest Payment Date. 

(c) The 2020 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from
September 27, 2010 at the rate of 3.000% per annum, payable semi-annually in arrears. Interest payable on each Interest Payment Date will include interest accrued from September 27, 2010 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for. The Interest Payment Dates on which such interest shall be payable are April 1, and October 1, commencing on April 1, 2011; and the Record Date for the interest payable on any
Interest Payment Date is the close of business on March 15 or September 15, as the case may be, next preceding the relevant Interest Payment Date. 

(d) The 2040 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from
September 27, 2010 at the rate of 4.500% per annum, payable semi-annually in arrears. Interest payable on each Interest Payment Date will include interest accrued from September 27, 2010 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for. The Interest Payment Dates on which such interest shall be payable are April 1 and October 1, commencing on April 1, 2011; and the Record Date for the interest payable on any
Interest Payment Date is the close of business on March 15 or September 15, as the case may be, next preceding the relevant Interest Payment Date. 

Section 2.7. Authorized Denominations. The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. 
 Section 2.8. Redemption and Sinking Fund. The Notes shall not be redeemable at the option of the
Company or at the option of the Holders. The Notes shall not be entitled to the benefit of any sinking fund. 
 Section 2.9.
Ranking. The Notes shall be senior unsecured debt securities of the Company, ranking equally with the Company’s other unsecured and unsubordinated debt. 

Section 2.10. Appointments. The Trustee will be the initial Security Registrar and initial Paying Agent for the Notes. 

 

 4 








 Section 2.11. Defeasance. The Company may elect, at its option at any time, pursuant
to Section 1301 of the Indenture, to have Section 1302 or Section 1303 in the Indenture, or both, apply to the 2013 Notes, the 2015 Notes, the 2020 Notes or the 2040 Notes, or all, or any principal amount thereof. 

ARTICLE 3. 

FORM OF NOTES 

Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be
substantially in the forms set forth in Exhibits A, B, C and D hereto. 
 ARTICLE 4. 

ORIGINAL ISSUE OF NOTES 

Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Supplemental Indenture, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall, upon Company Order, authenticate and deliver such Notes as in such Company Order provided. 

ARTICLE 5. 

MISCELLANEOUS 

Section 5.1. Ratification of Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified
and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; provided, however, that the provisions of this Supplemental Indenture shall apply solely
with respect to the Notes. 
 Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

Section 5.3. Governing Law. This Supplemental Indenture and each Note shall be governed by, and construed in accordance with, the
laws of the State of New York. 
 Section 5.4. Separability. In case any one or more of the provisions contained in the
Indenture, this Supplemental Indenture or the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture, this
Supplemental Indenture or the Notes, but the Indenture, this Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 

 

 5 








 Section 5.5. Counterparts. This Supplemental Indenture may be executed in any number
of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 

[Signature page follows] 
  

 6 








 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the day and year first above written. 
  

					
	MICROSOFT CORPORATION
		
	By:	 	  

		 	Name:	 	George H. Zinn
		 	Title:	 	Corporate Vice President, Treasurer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
		 	as Trustee
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	









 EXHIBIT A 

[FORM OF NOTE] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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. 
 TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

MICROSOFT CORPORATION 

0.875% Notes due 2013 

CUSIP No.: 594918AF1 
 ISIN: US594918AF14

  

				
	 No. A-[1][2]
	  	$	500,000,000

 MICROSOFT
CORPORATION, a corporation duly incorporated under the laws of the State of Washington (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., or registered assigns, the principal sum of $500,000,000 (FIVE HUNDRED MILLION DOLLARS) on September 27, 2013, and to pay interest thereon from September 27, 2010 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, 
  

 A-1 








 
semi-annually on March 27 and September 27 of each year, commencing on March 27, 2011 at the rate of 0.875% per annum, until the principal hereof is paid or made available for
payment; provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 0.875% per annum (to the extent permitted by applicable law), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name
this 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 be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 
 Reference is hereby made
to the further provisions of this Note 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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

 A-2 








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

Dated: September 27, 2010 
  

			
		 	MICROSOFT CORPORATION
		
	 By:
	 	  

		 	 Name: George H. Zinn

		 	 Title: Corporate Vice President, Treasurer




 

 A-3 








 This Note is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
 Dated: September 27, 2010 

 

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

    as Trustee

		
	 By:
	 	  

		 	 Authorized Signatory




 

 A-4 








 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be
issued in one or more series under an Indenture, dated as of May 18, 2009, and a supplemental indenture relating to such series dated as of September 27, 2010 (herein, collectively called the “Indenture,” which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, such series initially limited in aggregate principal amount to $1,000,000,000; provided that the Company may at any time and from time
to time, without the consent of any Holder, issue additional Notes of this series. 
 The Notes of this series are not
redeemable at the option of the Company or the Holders. 
 The Notes of this series are not entitled to the benefit of any
sinking fund. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this
series or certain restrictive covenants and Events of Default with respect to such Notes, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of such Notes may be declared,
or shall immediately become, due and payable in the manner and with the effect provided in the Indenture. 
 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 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 a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes 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 Holders of Notes of this series shall be conclusive and binding upon such Holders 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. 

As provided in and subject to the provisions of the Indenture, the Holders of the Notes of this series 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 of this series, the Holders of not less than 25% in aggregate principal amount 
  

 A-5 








 
of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of such 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 hereof or any premium or interest
hereon on or after the respective due dates expressed herein. 
 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 any premium and interest on this Note at the times, place 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 where the principal of and any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like principal amount of Notes of this series 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. 

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. 

This Note is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations
in Section 305 thereof on transfers and exchanges of Global Securities. 
 This Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York. 
 All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
  

 A-6 








 EXHIBIT B 

[FORM OF NOTE] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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. 
 TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

MICROSOFT CORPORATION 

1.625% Notes due 2015 

CUSIP No.: 594918AG9 
 ISIN: US594918AG96

  

			
	 No. A-[1][2][3][4]
	 	$[500,000,000] [250,000,000]


MICROSOFT CORPORATION, a corporation duly incorporated under the laws of the State of Washington (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., or registered assigns, the principal sum of $[500,000,000]
[250,000,000] ([FIVE HUNDRED] [TWO HUNDRED FIFTY] MILLION DOLLARS) on September 25, 2015, and to pay interest thereon from September 27, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on March 25 and September 25 
  

 B-1 








 
of each year, commencing on March 25, 2011 at the rate of 1.625% per annum, until the principal hereof is paid or made available for payment; provided that any principal and
premium, and any such installment of interest, which is overdue shall bear interest at the rate of 1.625% per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this 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 be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. 
 Reference is hereby made to the further provisions of this Note
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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

 B-2 








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

Dated: September 27, 2010 

			
	MICROSOFT CORPORATION
		
	By:	 	  

		 	Name: George H. Zinn
		 	Title: Corporate Vice President, Treasurer


  

 B-3 








 This Note is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
 Dated: September 27, 2010 

					
	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,

		 	as Trustee	 	
			
	By:	 	  
	 	
		 	 Authorized Signatory
	 	


  

 B-4 








 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be
issued in one or more series under an Indenture, dated as of May 18, 2009, and a supplemental indenture relating to such series dated as of September 27, 2010 (herein, collectively called the “Indenture,” which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, such series initially limited in aggregate principal amount to $1,750,000,000; provided that the Company may at any time and from time
to time, without the consent of any Holder, issue additional Notes of this series. 
 The Notes of this series are not
redeemable at the option of the Company or the Holders. 
 The Notes of this series are not entitled to the benefit of any
sinking fund. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this
series or certain restrictive covenants and Events of Default with respect to such Notes, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of such Notes may be declared,
or shall immediately become, due and payable in the manner and with the effect provided in the Indenture. 
 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 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 a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes 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 Holders of Notes of this series shall be conclusive and binding upon such Holders 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. 

As provided in and subject to the provisions of the Indenture, the Holders of the Notes of this series 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 of this series, the Holders of not less than 25% in aggregate principal amount 
  

 B-5 








 
of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of such 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 hereof or any premium or interest
hereon on or after the respective due dates expressed herein. 
 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 any premium and interest on this Note at the times, place 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 where the principal of and any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like principal amount of Notes of this series 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. 

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. 

This Note is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations
in Section 305 thereof on transfers and exchanges of Global Securities. 
 This Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York. 
 All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
  

 B-6 








 EXHIBIT C 

[FORM OF NOTE] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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. 
 TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

MICROSOFT CORPORATION 

3.000% Notes due 2020 

CUSIP No.: 594918AH7 
 ISIN: US594918AH79

  

			
	No. A-[1][2]	  	$500,000,000

 MICROSOFT
CORPORATION, a corporation duly incorporated under the laws of the State of Washington (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., or registered assigns, the principal sum of $500,000,000 (FIVE HUNDRED MILLION DOLLARS) on October 1, 2020, and to pay interest thereon from September 27, 2010 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on April 1 and October 1 of each year, commencing on April 1, 2011 at the rate of 

 

 C-1 








 
3.000% per annum, until the principal hereof is paid or made available for payment; provided that any principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of 3.000% per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this 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 be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

 Reference is hereby made to the further provisions of this Note 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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

 

 C-2 








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

Dated: September 27, 2010 
  

			
	MICROSOFT CORPORATION
		
	By:	 	  

		 	Name: George H. Zinn
		 	Title: Corporate Vice President, Treasurer


  

 C-3 








 This Note is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
 Dated: September 27, 2010 

 

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

		 	Authorized Signatory


  

 C-4 








 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be
issued in one or more series under an Indenture, dated as of May 18, 2009, and a supplemental indenture relating to such series dated as of September 27, 2010 (herein, collectively called the “Indenture,” which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, such series initially limited in aggregate principal amount to $1,000,000,000; provided that the Company may at any time and from time
to time, without the consent of any Holder, issue additional Notes of this series. 
 The Notes of this series are not
redeemable at the option of the Company or the Holders. 
 The Notes of this series are not entitled to the benefit of any
sinking fund. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this
series or certain restrictive covenants and Events of Default with respect to such Notes, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of such Notes may be declared,
or shall immediately become, due and payable in the manner and with the effect provided in the Indenture. 
 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 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 a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes 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 Holders of Notes of this series shall be conclusive and binding upon such Holders 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. 

As provided in and subject to the provisions of the Indenture, the Holders of the Notes of this series 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 of this series, the Holders of not less than 25% in aggregate principal amount 
  

 C-5 








 
of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of such 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 hereof or any premium or interest
hereon on or after the respective due dates expressed herein. 
 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 any premium and interest on this Note at the times, place 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 where the principal of and any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like principal amount of Notes of this series 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. 

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. 

This Note is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations
in Section 305 thereof on transfers and exchanges of Global Securities. 
 This Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York. 
 All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
  

 C-6 








 EXHIBIT D 

[FORM OF NOTE] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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. 
 TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

MICROSOFT CORPORATION 

4.500% Notes due 2040 

CUSIP No.: 594918AJ3 
 ISIN: US594918AJ36

  

				
	 No. A-[1][2]
	  	$	500,000,000

 MICROSOFT
CORPORATION, a corporation duly incorporated under the laws of the State of Washington (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., or registered assigns, the principal sum of $500,000,000 (FIVE HUNDRED MILLION DOLLARS) on October 1, 2040, and to pay interest thereon from September 27, 2010 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on April 1 and October 1 of each year, commencing on April 1, 2011 at the rate of 

 

 D-1 








 
4.500% per annum, until the principal hereof is paid or made available for payment; provided that any principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of 4.500% per annum (to the extent permitted by applicable law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this 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 be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

 Reference is hereby made to the further provisions of this Note 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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

 

 D-2 








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

Dated: September 27, 2010 
  

							
	 MICROSOFT CORPORATION
	 	
			
	 By:
	 	  
	 	
		 	 Name:
	 	 George H. Zinn
	 	
		 	Title:	 	 Corporate Vice President, Treasurer
	 	


  

 D-3 








 This Note is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
 Dated: September 27, 2010 

 

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


  

 D-4 








 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be
issued in one or more series under an Indenture, dated as of May 18, 2009, and a supplemental indenture relating to such series dated as of September 27, 2010 (herein, collectively called the “Indenture,” which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, such series initially limited in aggregate principal amount to $1,000,000,000; provided that the Company may at any time and from time
to time, without the consent of any Holder, issue additional Notes of this series. 
 The Notes of this series are not
redeemable at the option of the Company or the Holders. 
 The Notes of this series are not entitled to the benefit of any
sinking fund. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Notes of this
series or certain restrictive covenants and Events of Default with respect to such Notes, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of such Notes may be declared,
or shall immediately become, due and payable in the manner and with the effect provided in the Indenture. 
 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 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 a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes 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 Holders of Notes of this series shall be conclusive and binding upon such Holders 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. 

As provided in and subject to the provisions of the Indenture, the Holders of the Notes of this series 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 of this series, the Holders of not less than 25% in aggregate principal amount 
  

 D-5 








 
of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of such 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 hereof or any premium or interest
hereon on or after the respective due dates expressed herein. 
 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 any premium and interest on this Note at the times, place 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 where the principal of and any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like principal amount of Notes of this series 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. 

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. 

This Note is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations
in Section 305 thereof on transfers and exchanges of Global Securities. 
 This Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York. 
 All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
  

 D-6