Exhibit 4.2


PFIZER INC.


and


THE BANK OF NEW YORK MELLON,

Trustee


THIRD SUPPLEMENTAL INDENTURE


Dated as of March 27, 2020


to


INDENTURE


Dated as of September 7, 2018


2.625% Notes due 2030


 


 




     


     


    

TABLE OF CONTENTS


Page




	ARTICLE One

                                                                                 

                                                                                DEFINITIONS

	Section 101. Definition of Terms	1
	ARTICLE Two

                                                                                 

                                                                                GENERAL TERMS AND CONDITIONS OF THE Notes

	Section 201. Designation and Principal Amount	2
	Section 202. Maturity	2
	Section 203. Further Issues	2
	Section 204. Global Notes	2
	Section 205. Interest	2
	Section 206. Authorized Denominations	3
	Section 207. Redemption	3
	Section 208. Appointment of Agents	3
	ARTICLE Three

                                                                                 

                                                                                OPTIONAL REDEMPTION; NO SINKING FUND

	Section 301. Optional Redemption by Company	3
	Section 302. Par Call	5
	Section 303. No Sinking Fund	5
	ARTICLE Four

                                                                                 

                                                                                FORM OF NOTES

	Section 401. Form of Note	5
	ARTICLE Five

                                                                                 

                                                                                ORIGINAL ISSUE AMOUNT OF NOTES

	Section 501. Original Issue Amount of the Notes	5
	ARTICLE Six

                                                                                 

                                                                                MISCELLANEOUS

	Section 601. Ratification of Indenture	5
	Section 602. Trustee Not Responsible for Recitals	5
	Section 603. Governing Law	5
	Section 604. Separability	6
	Section 605. Counterparts	6
	Section 606. Trust Indenture Act	6
	Section 607. Signatures	6


 





Exhibits







Exhibit A     Form of Note


 


-i-


 




     


     


    


THIRD SUPPLEMENTAL
INDENTURE, dated as of March 27, 2020 (the “Third Supplemental Indenture”), between Pfizer Inc., a Delaware corporation
(the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).


WHEREAS, the Company
executed and delivered the indenture, dated as of September 7, 2018, to the Trustee (the “Indenture”), to provide for
the issuance of the Company’s unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”)
in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided therein;


WHEREAS, pursuant
to Section 14.01 of the Indenture, the Company desires to provide for the issuance of a new series of
its Securities to be known as its 2.625% Notes due 2030 (the “Notes”) and to establish the forms and to set forth the
terms of the Notes thereof, as provided in Section 3.01 of the Indenture;


WHEREAS, the Board
of Directors of the Company, pursuant to resolutions duly adopted, has duly authorized the issuance of the Company’s debt
securities and the Securities Issuance Committee of the Company, pursuant to a resolution duly adopted on March 25, 2020, has duly
authorized the issuance of $1,250,000,000 aggregate principal amount of the Notes, and has authorized the proper officers of the
Company to execute any and all appropriate documents necessary or appropriate to effect such issuance;


WHEREAS, the Company
has requested that the Trustee execute and deliver this Third Supplemental Indenture; and


WHEREAS, all things
necessary to make this Third 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 done;


NOW THEREFORE, in
consideration of the premises and the purchase and acceptance 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, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:


ARTICLE
One



DEFINITIONS


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


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


(b)              
each term defined anywhere in this Third Supplemental Indenture has the same meaning throughout;



     


     


    




(c)               
the singular includes the plural and vice versa; and


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


ARTICLE
Two



GENERAL TERMS AND CONDITIONS OF THE Notes


Section
201. Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture,
designated as the “2.625% Notes due 2030”, which is not limited in aggregate principal amount. The aggregate principal
amount of the Notes to be issued on the date hereof is set forth in Article Five herein.


Section
202. Maturity. The Stated Maturity of principal of the Notes is April 1, 2030.


Section
203. Further Issues. The Company may from time to time, without the consent of the Holders of the Notes, issue additional
Notes. Any such additional Notes will have the same ranking, interest rate, maturity date and other terms as the Notes herein provided
for. Any such additional Notes, together with the Notes herein provided for, will constitute a single series of Securities under
the Indenture. No additional Notes may be issued if an Event of Default has occurred and is continuing with respect to the Notes.
The Company will not issue any additional Notes intended to form a single series with the Notes herein provided for unless such
additional Notes will be fungible with the Notes herein provided for U.S. federal income tax purposes.


Section
204. Global Notes. Upon their original issuance, the Notes will be represented by one or more Global Securities registered
in the name of Cede & Co., the nominee of The Depository Trust Company (“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
205. Interest. The Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months)
from March 27, 2020 at the rate of 2.625% per annum, payable semiannually in arrears; interest payable on each Interest Payment
Date (as defined in the Indenture) will include interest accrued from March 27, 2020, 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, beginning on October 1, 2020; and the Record Date for the interest payable on any Interest Payment Date
is the close of business on March 15 or September 15 (whether or not a Business Day) immediately preceding the relevant Interest
Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be
due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment
for the period from 



    -2- 


     


    

and after that Interest Payment Date to the date of payment on the next succeeding Business Day.


Section
206. Authorized Denominations. The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.


Section
207. Redemption. The Notes are subject to redemption at the option of the Company as described in Article Three hereof.


Section
208. Appointment of Agents. The Trustee will initially be the Registrar and Paying Agent for the Notes and will act as such
only at its corporate trust offices in the Borough of Manhattan, City of New York.


ARTICLE
Three



OPTIONAL
REDEMPTION; NO SINKING FUND


Section
301. Optional Redemption by Company.


(a)               
At the Company’s option, the Notes may be redeemed, in whole, at any time, or in part, from time to time, prior to
January 1, 2030 (three months prior to the Stated Maturity of the Notes (the “Par Call Date,” and the date of any such
redemption a “Redemption Date”)) at a redemption price to be calculated on the basis of a 360-day year consisting of
twelve 30-day months (the “Redemption Price”) equal to the greater of the following amounts:


(i)                
100% of the principal amount of the Notes being redeemed on the relevant Redemption Date, and


(ii)              
the sum of the present values of the remaining scheduled payments of principal and interest on
the Notes being redeemed on the applicable Redemption Date (not including the amount, if any, of accrued and unpaid interest to,
but excluding, such Redemption Date) discounted to such Redemption Date on a semi-annual basis at the Treasury Rate, as determined
by the Independent Investment Banker, plus 30 basis points;


plus, in each of the
cases of (a)(i) and (a)(ii) above, accrued and unpaid interest on the Notes being redeemed to, but excluding, such Redemption Date.


(b)              
Notice of any redemption of the Notes shall be given in the manner and otherwise in accordance with the provisions of Section
4.03 of the Indenture. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption
of the Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will
cease to bear interest on such Redemption Date (unless the Company defaults in the payment of the Redemption Price and accrued
and unpaid interest). Any interest accrued to such Redemption Date will be paid as specified in such notice.



    -3- 


     


    




(c)               
The following defined terms used in this Article Three shall, unless the context otherwise requires, have the meanings specified
below.


“Comparable
Treasury Issue” means 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 that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.


“Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer Quotations for the applicable
Redemption Date and the Notes to be redeemed, after excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of such Reference Treasury Dealer Quotations, or (C) if only one Reference
Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.


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


“Reference Treasury
Dealer” means each of BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC (or their
respective affiliates that are Primary Treasury Dealers), and their respective successors and one other primary U.S. Government
securities dealer selected by the Company; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor
another Primary Treasury Dealer.


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


“Treasury Rate”
means the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming
a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable
Treasury Price for the applicable Redemption Date.


(d)              
In connection with any such redemption, each Reference Treasury Dealer shall deliver the Comparable Treasury Price to the
Company and the Independent Investment Banker in writing two Business Days prior to the Redemption Date. At or prior to the time
of giving of any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’
Certificate to the Trustee setting forth the calculation of the Redemption Price or the manner in which the Redemption Price shall




    -4- 


     


    

be calculated, as relevant, applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively
presume the correctness of, and shall be fully protected in relying upon, the Redemption Price as so calculated, or the manner
in which such Redemption Price shall be calculated, as relevant, and set forth in such Officers’ Certificate.


Section
302. Par Call. Any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed, plus, accrued and unpaid interest on the Notes being redeemed
to, but excluding, such Redemption Date.


Section
303. No Sinking Fund. None of the Notes are entitled to the benefit of any sinking fund.


ARTICLE
Four



FORM OF NOTES


Section
401. Form of Note. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially
in the forms set forth in Exhibit A hereto.


ARTICLE
Five



ORIGINAL ISSUE AMOUNT OF NOTES


Section
501. Original Issue Amount of the Notes. Notes in the aggregate principal amount of $1,250,000,000 may, upon execution of
this Third Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee
shall, upon receipt of a Company Order, authenticate and deliver said Notes as provided in said Company Order.


ARTICLE
Six



MISCELLANEOUS


Section
601. Ratification of Indenture. The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects
ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.


Section
602. Trustee Not Responsible for Recitals. The recitals and statements 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 Third Supplemental Indenture.


Section
603. Governing Law. This Third Supplemental Indenture and each Note shall be governed by and construed in accordance with
the laws of the State of New York.



    -5- 


     


    




Section
604. Separability. In case any one or more of the provisions contained in this Third Supplemental Indenture or in 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 this Third Supplemental Indenture or of the Notes, but this Third Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


Section
605. Counterparts. This Third Supplemental Indenture, and each of the other documents executed on the date hereof in connection
with this Third Supplemental Indenture and the authentication and delivery of the Notes, 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. The
exchange of copies of this Third Supplemental Indenture, such other documents and of signature pages by facsimile or electronic
format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery
of this Third Supplemental Indenture and such other documents as to the parties hereto and may be used in lieu of the original
Third Supplemental Indenture and such other documents for all purposes. Signatures of the parties hereto transmitted by facsimile
or electronic format (i.e., “pdf” or “tif”)
shall be deemed to be their original signatures for all purposes.


Section
606. Trust Indenture Act. This Third Supplemental Indenture is subject to the provisions of the Trust Indenture Act that
are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision
in this Third Supplemental Indenture limits, qualifies or conflicts with another provision of hereof which is required to be included
herein by any provisions of the Trust Indenture Act, such required provision shall control.


Section
607. Signatures. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Third Supplemental Indenture or any document to be signed in connection with this
Third Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct
the transactions contemplated hereunder by electronic means.


 



    -6- 


     


    


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


	PFIZER INC.
	By:	/s/ Brian Byala
	 	Name:Brian Byala
	 	Title:   Senior Vice President and Treasurer



 


	THE BANK OF NEW YORK MELLON, as 

Trustee
	By:	/s/ David M. Babich
	 	Name: David M. Babich
	 	Title: Authorized Signer



 

[Signature Page to Third Supplemental Indenture]




    


     


    


 


EXHIBIT A


FORM OF NOTE


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


CUSIP No. 717081 EW9


Pfizer Inc. 


2.625% NOTES DUE 2030


 


	 	 	 
	No.         	 	$                    
	 	 	
        As revised by the

        Schedule of Increases

        or Decreases in

        Global Security

        attached hereto



 


Interest. Pfizer Inc., a Delaware
corporation (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 [ ] DOLLARS ($ [ ]), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on April 1, 2030
and to pay interest thereon from March 27, 2020 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on April 1 and October 1 in each year, commencing October 1, 2020 at the rate of 2.625%
per annum, until the principal hereof is paid or made available for payment.


Method of Payment. 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 Security (or one or more Predecessor Securities) is registered at the close of business on the
Record Date for such interest, which shall be March 15 or September 15 immediately 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 Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having
been given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


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


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



    A-1


     


    




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


Dated:                 ,
20    


 


	 	 	 
	PFIZER INC.
	 	 
	By:	 	
 


	 	 	Name:                                                                      
	 	 	Title:                                                                        



TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


 


	 	 	 	 	 	 	 
	Date of authentication:                         	 	 	 	THE BANK OF NEW YORK MELLON,
	 	 	 	 	as Trustee
	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	 	 	Authorized Signatory


 


 




    A-2


     


    

 


[Reverse of Security]


Indenture. This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of September 7, 2018, as supplemented by a Third Supplemental Indenture,
dated as of March 27, 2020 (as so supplemented, herein called the “Indenture”), between the Company and The Bank of
New York Mellon (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof, initially limited in aggregate principal amount to $1,250,000,000.


Optional Redemption.
At the Company’s option, the Securities of this series may be redeemed in whole, at any time or in part, from time to
time prior to January 1, 2030 (three months prior to the Stated Maturity of the Securities (the date of any such redemption a “Redemption
Date”)). The redemption price (the “Redemption Price”) of the Securities will be equal to the greater of the
following amounts:


(a)       100%
of the principal amount of the Securities being redeemed on the applicable Redemption Date, and


(b)       the
sum of the present value of the remaining scheduled payments of principal and interest on the Securities being redeemed on such
Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such Redemption Date) discounted
to such Redemption Date on a semi-annual basis at the Treasury Rate (as defined below), as determined by the Independent Investment
Banker (as defined below), plus 30 basis points;


plus, in
each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.


Any time on or after
January 1, 2030, the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal
amount of the Securities to be redeemed, plus accrued and unpaid interest on the Securities being redeemed to, but excluding, the
Redemption Date.


The Redemption Price
will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Once notice of redemption is mailed by the
Company, the Securities called for redemption will become due and payable on the applicable Redemption Date at the applicable Redemption
Price.


For purposes of
determining the Redemption Price, the following definitions are applicable:


“Comparable
Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the applicable Securities to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.


“Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer Quotations for the applicable Redemption Date and
applicable Securities to be redeemed, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B)
if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of such Reference
Treasury Dealer Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer
Quotation.


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



    A-3


     


    




“Reference
Treasury Dealer” means each of BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC
(or their respective affiliates that are Primary Treasury Dealers), and their respective successors and one other primary U.S.
Government securities dealer selected by the Company; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor
another Primary Treasury Dealer.


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


“Treasury
Rate” means the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury
Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable
Comparable Treasury Price for the applicable Redemption Date.


Notice of any redemption
will be mailed at least 10 days but not more than 60 days before the Redemption Date to each registered Holder of the Securities
to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will
cease to accrue on the Securities or portions of the Securities called for redemption. If fewer than all of the Securities are
to be redeemed, the Trustee will select pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate,
the particular Securities or portions thereof for redemption from the outstanding Securities not previously called.


Except as set forth
above, the Securities will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking
fund.


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


Amendment, Modification
and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of all series
at the time Outstanding affected thereby (voting as one class). The Indenture contains provisions permitting the Holders of not
less than a majority in principal amount of the Outstanding Securities of all series, with respect to which any default under the
Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of all the Outstanding Securities
of such series, to waive, with certain exceptions, such past default with respect to such series and its consequences. The Indenture
also permits the Holders of not less than a majority in principal amount of the Outstanding Securities of any series, on behalf
of the Holders of all Outstanding Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


Restrictive Covenants. The Indenture
does not limit unsecured debt of the Company or any of its Subsidiaries.


Denominations, Transfer and Exchange.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples
of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this




    A-4


     


    

series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory
to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


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.


Persons Deemed Owners. Prior to
due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


Miscellaneous. The Indenture and
this Security shall be governed by and construed in accordance with the law of the State of New York.


All terms used in this Security and not
defined herein shall have the meanings assigned to them in the Indenture.


The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Security or any document to be
signed in connection with this Security shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent
to conduct the transactions contemplated hereunder by electronic means.




    A-5


     


    


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


The following increases or decreases in this Global Security
have been made:


 


	 	 	 	 	 	 	 	 	 
	
        Date of

        Exchange
	 	
        Amount of increase in

        Principal Amount of

        this Global Security
	 	
        Amount of decrease

        in Principal Amount

        of this Global

        Security
	 	Principal Amount of

this Global Security

following each

decrease or increase	 	
        Signature of

        authorized signatory

        of Trustee