Exhibit 4.1





Mastercard
Incorporated


 


Officer’s
Certificate


 


March
26, 2020


 


Pursuant
to Sections 102 and 301 of the Indenture dated as of March 31, 2014 (the “Indenture”) by and between Mastercard Incorporated
(the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the undersigned officer
does hereby certify, in connection with the issuance of (i) $1,000,000,000 aggregate principal amount of the Company’s 3.300%
Notes due 2027 (the “2027 Notes”), $1,500,000,000 aggregate principal amount of the Company’s 3.350% Notes due
2030 (the “2030 Notes”), and $1,500,000,000 aggregate principal amount of the 3.850% Notes due 2050 (the “2050
Notes” and collectively the “Notes”) that the terms of the Notes are as follows: 


 


Capitalized
terms used but not otherwise defined herein shall have the meanings specified in the Indenture. 


 


	Issuer	Mastercard Incorporated	 	 
	Security	3.300% Notes due 2027	3.350% Notes due 2030	3.850% Notes due 2050
	Size	$1,000,000,000

         
	$1,500,000,000	$1,500,000,000
	Maturity Date	March 26, 2027	March 26, 2030	March 26, 2050
	Coupon	3.300%	3.350%	3.850%
	Interest Payment Dates	Semi-annually on March 26 and September 26 of each year, commencing September 26, 2020	Semi-annually on March 26 and September 26 of each year, commencing September 26, 2020	Semi-annually on March 26 and September 26 of each year, commencing September 26, 2020
	Price to Public	99.721%	99.806%	99.576%
	Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent	

    Deutsche Bank Trust Company Americas	 	 
	Aggregate Principal Amount at Maturity	$1,000,000,000	$1,500,000,000	$1,500,000,000
	 	 	 	 
	Principal Payment Date	March 26, 2027	March 26, 2030	March 26, 2050


  


 




     


     


    




	Date from which Interest will Accrue	March 26, 2020	March 26, 2020	March 26, 2020
	Record
        Dates

         
	March 11 and
        September 11

         
	March 11 and
        September 11

         
	March 11 and
        September 11

         

	Redemption	The Issuer
        may at its option redeem the 2027 Notes in whole or in part, at any time or from time to time prior to January 26, 2027
        (two months prior to the maturity date of the 2027 Notes), on at least 10 days, but not more than 60 days, prior notice
        mailed or electronically delivered to the registered address of each holder of record of the 2027 Notes, at a redemption
        price, calculated by the Issuer, equal to the greater of:

         

        (i) 100% of
        the principal amount of the 2027 Notes being redeemed; or

         

        (ii) the sum
        of the present values of the remaining scheduled payments of principal and interest on the 2027 Notes to be redeemed (assuming
        the 2027 Notes matured on March 26, 2027) (exclusive of interest accrued to the date of redemption) discounted to the
        date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal
        to the sum of the applicable Treasury Rate (as defined in the 2027 Notes) plus 40 basis points, plus, in each case, accrued
        and unpaid interest thereon to the date of redemption.

         

        On or after
        January 26, 2027 (two months prior to the maturity date of the 2027 Notes), the Issuer

         
	The Issuer
        may at its option redeem the 2030 Notes in whole or in part, at any time or from time to time prior to December 26, 2029,
        (three months prior to the maturity date of the 2030 Notes), on at least 10 days, but not more than 60 days, prior notice
        mailed or electronically delivered to the registered address of each holder of record of the 2030 Notes, at a redemption
        price, calculated by the Issuer, equal to the greater of:

         

        (i) 100% of
        the principal amount of the 2030 Notes being redeemed; or

         

        (ii) the sum
        of the present values of the remaining scheduled payments of principal and interest on the 2030 Notes to be redeemed (assuming
        the 2030 Notes matured on March 26, 2030) (exclusive of interest accrued to the date of redemption) discounted to the
        date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal
        to the sum of the applicable Treasury Rate (as defined in the 2030 Notes) plus 40 basis points, plus, in each case, accrued
        and

         
	The Issuer
        may at its option redeem the 2050 Notes in whole or in part, at any time or from time to time prior to September 26, 2049
        (six months prior to the maturity date of the 2050 Notes), on at least 10 days, but not more than 60 days, prior notice
        mailed or electronically delivered to the registered address of each holder of record of the 2050 Notes, at a redemption
        price, calculated by the Issuer, equal to the greater of:

         

        (i) 100% of
        the principal amount of the 2050 Notes being redeemed; or

         

        (ii) the sum
        of the present values of the remaining scheduled payments of principal and interest on the 2050 Notes to be redeemed (assuming
        the 2050 Notes matured on March 26, 2050) (exclusive of interest accrued to the date of redemption) discounted to the
        date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal
        to the sum of the applicable Treasury Rate (as defined in the 2050 Notes) plus 40 basis points, plus, in each case, accrued
        and

         



  


 




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	 	may redeem the Notes, in whole or in part, at any time at a redemption
    price equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to, but excluding,
    the redemption date.	unpaid interest
        thereon to the date of redemption.

         

        On or after
        December 26, 2029 (three months prior to the maturity date of the 2030 Notes), the Issuer may redeem the 2030 Notes, in
        whole or in part, at any time at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed
        plus accrued and unpaid interest to, but excluding, the redemption date.

         
	unpaid interest
        thereon to the date of redemption.

         

        On or after
        September 26, 2049 (six months prior to the maturity date of the 2050 Notes), the Issuer may redeem the 2050 Notes, in
        whole or in part, at any time at a redemption price equal to 100% of the principal amount of the 2050 Notes to be redeemed
        plus accrued and unpaid interest to, but excluding, the redemption date.

         

	Ranking	The Notes will be the Issuer’s senior unsecured obligations and will rank
    equally with the Issuer’s other senior unsecured and unsubordinated debt from time to time outstanding.
	Conversion	None	None	None
	Sinking Fund	None	None	None
	Denominations	$2,000 and any integral multiple of $1,000 in excess thereof.	$2,000 and any integral multiple of $1,000 in excess thereof.	$2,000 and any integral multiple of $1,000 in excess thereof.
	CUSIP/ISIN	57636Q AR5 / US57636QAR56	57636Q AP9 / US57636QAP90	57636Q AQ7 / US57636QAQ73
	Miscellaneous	The terms of the Notes shall include such other terms as are set forth in the
    form of Notes attached hereto as Exhibits A-1, A-2 and A-3 and in the Indenture. In addition, the global notes for the Notes
    shall include the following language: “To the extent the terms of the Indenture and this Note are inconsistent, the
    terms of the Indenture shall govern.”


 


Subject
to the covenants described in the Indenture, as amended or supplemented from time to time, the Issuer shall be entitled, subject
to authorization by the Board of Directors of the Issuer and an Officer’s Certificate or supplemental indenture, to issue
additional notes from time to time under each series of Notes issued hereby. Any such additional notes of a series shall have
identical terms as the Notes issued on the issue date, other than with respect to the date of issuance, the issue price, the date
interest begins to accrue and, in certain circumstances, the first interest payment date (together the “Additional Notes”);
provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, the Additional Notes
will have 


 




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a
separate CUSIP and/or ISIN number, as applicable. Any Additional Notes will be issued in accordance with Section 301 of the Indenture.



 


The
undersigned officer has read and understands the provisions of the Indenture and the definitions relating thereto. The statements
made in this Officer’s Certificate are based upon the examination of the provisions of the Indenture and upon the relevant
books and records of the Issuer. In such officer’s opinion, such officer has made such examination or investigation as is
necessary to enable such officer to express an informed opinion as to whether or not the covenants and conditions of such Indenture
relating to the issuance, authentication and delivery of the Notes have been complied with. In such officer’s opinion, such
covenants and conditions have been complied with.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, I have signed this certificate on behalf of the Company as of the date first written above. 


 


	MASTERCARD INCORPORATED
	 
	 
	By:	/s/
    Alfred Kibe
	 	Name:	Alfred Kibe
	 	Title:	Corporate Treasurer



  


 




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EXHIBIT
A-1


 


FORM
OF NOTE DUE 2027


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) 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.


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 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.


 




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MASTERCARD
INCORPORATED

3.300% Note due 2027


 


	No. [_]	CUSIP:
    57636Q AR5 




ISIN No.: US57636QAR56

$


 


MASTERCARD
INCORPORATED, a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered
assigns the principal sum of            on March 26, 2027.


 


Interest
Payment Dates: March 26 and September 26 (each, an “Interest Payment Date”), beginning on September 26, 2020.


 


Interest
Record Dates: March 11 and September 11 (each, an “Interest Record Date”).


 


Reference
is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth
at this place.


 




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IN WITNESS
WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officer.


 


	MASTERCARD INCORPORATED
	 
	By:	 
	 	Name:	Alfred Kibe
	 	Title:	Corporate Treasurer



  


 


 


 


 


[Company
Signature Page to 2027 Notes] 




    8 


     


    

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


 


	 	 	Deutsche Bank Trust Company Americas, as Trustee
	 	 	 
	 	 	 
	Date:	 March        ,
    2020	 	By:	 
	 	 	 	 	Authorized Signatory


  


 




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(REVERSE
OF NOTE) 


 


MASTERCARD
INCORPORATED

3.300% Notes due 2027


 


1.       Interest


 


Mastercard
Incorporated (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has
been paid, from March 26, 2020. Interest on this Note will be paid to but excluding the relevant Interest Payment Date. The Issuer
will pay interest semi-annually in arrears on each Interest Payment Date, commencing September 26, 2020. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform
Practice Code.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful.


 


2.       Paying
Agent.


 


Initially,
Deutsche Bank Trust Company Americas (the “Trustee”) will act as paying agent. The Issuer may change any paying agent
without notice to the Holders.


 


3.       Indenture;
Defined Terms.


 


This Note
is one of the 3.300% Notes due 2027 (the “Notes”) issued under an Indenture dated as of March 31, 2014 (the “Base
Indenture”) by and between the Issuer and the Trustee, as supplemented by an Officer’s Certificate dated March 26,
2020, issued pursuant to Section 301 of the Indenture (together with the Base Indenture, the “Indenture”). This Note
is a “Security” and the Notes are “Securities” under the Indenture.


 


For purposes
of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in
effect on the date on which the Indenture was qualified under the Trust Indenture Act. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act
for a statement of them.


 


To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.


 


4.       Denominations;
Transfer; Exchange.


 


The Notes
are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder
shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor
need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part except the unredeemed
portion of any Note being redeemed in part.


 


5.        Amendment;
Supplement; Waiver.


 


Subject
to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders
of at least a majority in aggregate principal amount of each series of Outstanding Securities (including the Notes) under the
Indenture that is affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity,
defect or inconsistency or


 




    10 


     


    




comply with
any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, or make
any other change that does not adversely affect the rights of any Holder of a Note.


 


6.       Redemption.


 


Prior to
January 26, 2027 (two months prior to the maturity date of the Notes), the Issuer may at its option redeem any of the Notes in
whole or in part at any time, each at a redemption price calculated by the Issuer equal to the greater of:


 


(i)       100%
of the principal amount of the Notes to be redeemed; and


 


(ii)       the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming
the Notes matured on March 26, 2027) (exclusive of interest accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable
Treasury Rate (as defined below) plus 10 basis points, plus, in each case, accrued and unpaid interest thereon to the date of
redemption.


 


Notwithstanding
the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record
date according to the Notes and the Indenture.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“Remaining Life”) of the Notes to be redeemed (assuming the Notes matured on March
26, 2027) 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 (assuming the Notes matured on
March 26, 2027).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers that the Issuer shall appoint to act as the Independent Investment
Banker from time to time.


 


“Reference
Treasury Dealer” means (1) any of Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs
& Co. LLC, HSBC Securities (USA) Inc., a Primary Treasury Dealer (as defined below) selected by MUFG Securities Americas Inc.,
and each of their respective successors, unless such Reference Treasury Dealer ceases to be a primary U.S. Government securities
dealer in New York City (a “Primary Treasury Dealer”), in which case we will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealers we select.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (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, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the applicable Comparable Treasury Issue; provided that, if no maturity is
within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most
closely corresponding to the applicable Comparable Treasury Issue will be determined and the Treasury Rate will be


 




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interpolated
or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for the applicable
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the related Comparable Treasury Price for
such redemption date. The Treasury Rate will be calculated by the Issuer on the third business day preceding the redemption date.
As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer Quotations” above,
the term “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions
are authorized or obligated by law or executive order to close in New York City.


 


On or after
January 26, 2027 (two months prior to the maturity date of the Notes), the Issuer may redeem the Notes, in whole or in part, at
any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest
to, but excluding, the redemption date.


 


The provisions
of Article XI of the Indenture shall apply to any redemption of the Notes.


 


Notice of
any redemption will be mailed or electronically delivered at least 10 days but not more than 60 days before the redemption date
to each Holder of record of the Notes to be redeemed at its registered address, except that the notice may be given more than
60 days prior to the date fixed for redemption if the notice is issued in connection with a defeasance, covenant defeasance or
satisfaction and discharge. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by the applicable procedures of the Depositary, in the case of Notes represented by
a Global Note, or by lot, in the case of Notes that are not represented by a Global Note.


 


Notice of
any redemption in connection with a transaction or an event may, at our discretion, be given prior to the completion or occurrence
thereof. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent, including, but not limited
to, completion or occurrence of a related transaction or event. At our discretion, the redemption date may be delayed until such
time as any or all such conditions shall have been satisfied, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as
so delayed.


 


7.       Defaults
and Remedies.


 


If an Event
of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect
to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount
of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the
Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect
to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes together with all accrued and
unpaid interest and premium, if any, will automatically become due immediately and payable without any declaration or other act
on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably
requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is not opposed
to their interest.


 


8.       Authentication.


 


This Note
shall not be valid until the Trustee manually signs the certificate of authentication on this Note.


 


9.       Abbreviations
and Defined Terms.


 




    12 


     


    

Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


10.       CUSIP
Numbers.


 


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


 


11.       Governing
Law.


 


The Indenture
and the Notes shall be governed by, and construed in accordance with, the law of the State of New York.


 




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ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer this
Note to


 


(Print
or type assignee’s name, address and zip code)



(Insert assignee’s soc. sec. or tax I.D. No.) 


 


and irrevocably appoint                   agent
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


 





 



 


 




	Date:	 	 	Your Signature:	 


 


 


 


Sign
exactly as your name appears on the other side of this Note.


 


	 
	Signature:



 


Signature Guarantee:


 


	 	 	 
	Signature must be guaranteed	 	Signature


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the United States Securities Exchange Act of 1934, as amended.


 




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SCHEDULE
OF EXCHANGES OF NOTES


 


The following
exchanges of a part of this Global Note for physical Notes or a part of another Global Note have been made:


 


	Date
of Exchange
	Amount
of decrease in principal amount of this Global Note
	Amount
of increase in principal amount of this Global Note
	Principal
amount of this Global Note following such decrease (or increase)
	Signature
of authorized officer of Trustee

	 	 	 	 	 


  


 




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EXHIBIT
A-2


 


FORM
OF NOTE DUE 2030


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) 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.


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 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.


 




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MASTERCARD
INCORPORATED

3.350% Note due 2030


 


	No. A-[·]	CUSIP:
    57636Q AP9




ISIN No.: US57636QAP90

$


 


MASTERCARD
INCORPORATED, a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered
assigns the principal sum of on March 26, 2020.


 


Interest
Payment Dates: March 26 and September 26 (each, an “Interest Payment Date”), beginning on September 26, 2020.


 


Interest
Record Dates: March 11 and September 11 (each, an “Interest Record Date”).


 


Reference
is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth
at this place.


 




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IN WITNESS
WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officer.


 


	MASTERCARD INCORPORATED
	 
	By:	 
	 	Name:	Alfred Kibe
	 	Title:	Corporate Treasurer



  


 


[Company
Signature Page to 2030 Notes]


 




    18 


     


    

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


 


	 	 	Deutsche Bank Trust Company Americas, as Trustee
	 	 	 
	 	 	 
	Date:	 March      ,
    2020	 	By:	 
	 	 	 	 	Authorized Signatory


  


 




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(REVERSE
OF NOTE) 


 


MASTERCARD
INCORPORATED

3.350% Notes due 2030


 


1.       Interest


 


Mastercard
Incorporated (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has
been paid, from March 26, 2020. Interest on this Note will be paid to but excluding the relevant Interest Payment Date. The Issuer
will pay interest semi-annually in arrears on each Interest Payment Date, commencing September 26, 2020. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform
Practice Code.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful.


 


2.       Paying
Agent.


 


Initially,
Deutsche Bank Trust Company Americas (the “Trustee”) will act as paying agent. The Issuer may change any paying agent
without notice to the Holders.


 


3.       Indenture;
Defined Terms.


 


This Note
is one of the 3.350% Notes due 2030 (the “Notes”) issued under an Indenture dated as of March 31, 2014 (the “Base
Indenture”) by and between the Issuer and the Trustee, as supplemented by an Officer’s Certificate dated March 26,
2020, issued pursuant to Section 301 of the Indenture (together with the Base Indenture, the “Indenture”). This Note
is a “Security” and the Notes are “Securities” under the Indenture.


 


For purposes
of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in
effect on the date on which the Indenture was qualified under the Trust Indenture Act. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act
for a statement of them.


 


To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.


 


4.       Denominations;
Transfer; Exchange.


 


The Notes
are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder
shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor
need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part except the unredeemed
portion of any Note being redeemed in part.


 


5.        Amendment;
Supplement; Waiver.


 


Subject
to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders
of at least a majority in aggregate principal amount of each series of Outstanding Securities (including the Notes) under the
Indenture that is affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity,
defect or inconsistency or


 




    20 


     


    




comply with
any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, or make
any other change that does not adversely affect the rights of any Holder of a Note.


 


6.       Redemption.


 


Prior to
December 26, 2029 (three months prior to the maturity date of the Notes), the Issuer may at its option redeem any of the
Notes in whole or in part at any time, each at a redemption price calculated by the Issuer equal to the greater of:


 


(i)       100%
of the principal amount of the Notes to be redeemed; and


 


(ii)       the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming
the Notes matured on March 26, 2030) (exclusive of interest accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable
Treasury Rate (as defined below) plus 40 basis points, plus, in each case, accrued and unpaid interest thereon to the date of
redemption.


 


Notwithstanding
the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record
date according to the Notes and the Indenture.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“Remaining Life”) of the Notes to be redeemed (assuming the Notes matured on March
26, 2030) 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 (assuming the Notes matured on
March 26, 2030).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers that the Issuer shall appoint to act as the Independent Investment
Banker from time to time.


 


“Reference
Treasury Dealer” means (1) any of Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs
& Co. LLC, HSBC Securities (USA) Inc., a Primary Treasury Dealer (as defined below) selected by MUFG Securities Americas Inc.,
and each of their respective successors, unless such Reference Treasury Dealer ceases to be a primary U.S. Government securities
dealer in New York City (a “Primary Treasury Dealer”), in which case we will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealers we select.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (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, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the applicable Comparable Treasury Issue; provided that, if no maturity is
within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most
closely corresponding to the applicable Comparable Treasury Issue will be determined and the Treasury Rate will be


 




    21 


     


    




interpolated
or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for the applicable
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the related Comparable Treasury Price for
such redemption date. The Treasury Rate will be calculated by the Issuer on the third business day preceding the redemption date.
As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer Quotations” above,
the term “business day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions
are authorized or obligated by law or executive order to close in New York City.


 


On or after
December 26, 2029 (three months prior to the maturity date of the Notes), the Issuer may redeem the Notes, in whole or in part,
at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest
to, but excluding, the redemption date.


 


The provisions
of Article XI of the Indenture shall apply to any redemption of the Notes.


 


Notice of
any redemption will be mailed or electronically delivered at least 10 days but not more than 60 days before the redemption date
to each Holder of record of the Notes to be redeemed at its registered address, except that the notice may be given more than
60 days prior to the date fixed for redemption if the notice is issued in connection with a defeasance, covenant defeasance or
satisfaction and discharge. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by the applicable procedures of the Depositary, in the case of Notes represented by
a Global Note, or by lot, in the case of Notes that are not represented by a Global Note.


 


Notice of
any redemption in connection with a transaction or an event may, at our discretion, be given prior to the completion or occurrence
thereof. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent, including, but not limited
to, completion or occurrence of a related transaction or event. At our discretion, the redemption date may be delayed until such
time as any or all such conditions shall have been satisfied, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as
so delayed.


 


7.       Defaults
and Remedies.


 


If an Event
of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect
to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount
of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the
Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect
to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes together with all accrued and
unpaid interest and premium, if any, will automatically become due immediately and payable without any declaration or other act
on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably
requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is not opposed
to their interest.


 


8.       Authentication.


 


This Note
shall not be valid until the Trustee manually signs the certificate of authentication on this Note.


 


9.       Abbreviations
and Defined Terms.


 




    22 


     


    




Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


10.       CUSIP
Numbers.


 


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


 


11.       Governing
Law.


 


The Indenture
and the Notes shall be governed by, and construed in accordance with, the law of the State of New York.


 




    23 


     


    

ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer this
Note to


 


(Print
or type assignee’s name, address and zip code)



(Insert assignee’s soc. sec. or tax I.D. No.) 


 


and irrevocably appoint             
agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


 



	Date:	 	 	Your Signature:	 


 


 


Sign
exactly as your name appears on the other side of this Note.


 


	 
	Signature:



 


Signature Guarantee:


 


	 	 	 
	Signature must be guaranteed	 	Signature


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the United States Securities Exchange Act of 1934, as amended.


 




    24 


     


    

SCHEDULE
OF EXCHANGES OF NOTES


 


The following
exchanges of a part of this Global Note for physical Notes or a part of another Global Note have been made:


 


	Date
of Exchange
	Amount
of decrease in principal amount of this Global Note
	Amount
of increase in principal amount of this Global Note
	Principal
amount of this Global Note following such decrease (or increase)
	Signature
of authorized officer of Trustee

	 	 	 	 	

                                                    

                                                    





    25 


     


    

EXHIBIT
A-3


 


FORM
OF NOTE DUE 2050


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) 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.


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 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.


 




    26 


     


    

MASTERCARD
INCORPORATED

3.850% Note due 2050


 


	No. A-[·]	CUSIP:
    57636Q AQ7 


ISIN No.: US57636QAQ73

$


 


MASTERCARD
INCORPORATED, a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered
assigns the principal sum of on March 26, 2050.


 


Interest
Payment Dates: March 26 and September 26 (each, an “Interest Payment Date”), beginning on September 26, 2020.


 


Interest
Record Dates: March 11 and September 11 (each, an “Interest Record Date”).


 


Reference
is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth
at this place.


 




    27 


     


    

IN WITNESS
WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officer.


 


	MASTERCARD INCORPORATED
	 
	 
	By:	 
	 	Name:	Alfred Kibe
	 	Title:	Corporate Treasurer



 


 


[Company
Signature Page to 2050 Notes]


 




    28 


     


    

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


 


	 	 	Deutsche Bank Trust Company Americas, as Trustee
	 	 	 
	Date:	 March      ,
    2020	 	By:	 
	 	 	 	 	Authorized Signatory



 


 



    29 


     


    

(REVERSE
OF NOTE) 


 


MASTERCARD
INCORPORATED

3.850% Notes due 2050


 


1.       Interest


 


Mastercard
Incorporated (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has
been paid, from March 26, 2020. Interest on this Note will be paid to but excluding the relevant Interest Payment Date. The Issuer
will pay interest semi-annually in arrears on each Interest Payment Date, commencing March 26, 2020. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform
Practice Code.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful.


 


2.       Paying
Agent.


 


Initially,
Deutsche Bank Trust Company Americas (the “Trustee”) will act as paying agent. The Issuer may change any paying agent
without notice to the Holders.


 


3.       Indenture;
Defined Terms.


 


This Note
is one of the 3.850% Notes due 2050 (the “Notes”) issued under an Indenture dated as of March 31, 2014 (the “Base
Indenture”) by and between the Issuer and the Trustee, as supplemented by an Officer’s Certificate dated March 26,
2020, issued pursuant to Section 301 of the Indenture (together with the Base Indenture, the “Indenture”). This Note
is a “Security” and the Notes are “Securities” under the Indenture.


 


For purposes
of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in
effect on the date on which the Indenture was qualified under the Trust Indenture Act. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act
for a statement of them.


 


To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.


 


4.       Denominations;
Transfer; Exchange.


 


The Notes
are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder
shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor
need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part except the unredeemed
portion of any Note being redeemed in part.


 


5.        Amendment;
Supplement; Waiver.


 


Subject
to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders
of at least a majority in aggregate principal amount of each series of Outstanding Securities (including the Notes) under the
Indenture that is affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity,
defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture
under the Trust Indenture Act, or make any other change that does not adversely affect the rights of any Holder of a Note.


 




    30 


     


    




6.       Redemption.


 


Prior to
September 26, 2049 (six months prior to the maturity date of the Notes), the Issuer may at its option redeem any of the Notes
in whole or in part at any time, each at a redemption price calculated by the Issuer equal to the greater of:


 


(i)       100%
of the principal amount of the Notes to be redeemed; and


 


(ii)       the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming
the Notes matured on March 26, 2050) (exclusive of interest accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable
Treasury Rate (as defined below) plus 40 basis points, plus, in each case, accrued and unpaid interest thereon to the date of
redemption.


 


Notwithstanding
the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record
date according to the Notes and the Indenture.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“Remaining Life”) of the Notes to be redeemed (assuming the Notes matured on March
26, 2050) 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 (assuming the Notes matured on
March 26, 2050).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers that the Issuer shall appoint to act as the Independent Investment
Banker from time to time.


 


“Reference
Treasury Dealer” means (1) any of Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs
& Co. LLC, HSBC Securities (USA) Inc., a Primary Treasury Dealer (as defined below) selected by MUFG Securities Americas Inc.,
and each of their respective successors, unless such Reference Treasury Dealer ceases to be a primary U.S. Government securities
dealer in New York City (a “Primary Treasury Dealer”), in which case we will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealers we select.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (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, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the applicable Comparable Treasury Issue; provided that, if no maturity is
within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most
closely corresponding to the applicable Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated
or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for the applicable
Comparable Treasury Issue (expressed as a percentage of


 




    31 


     


    




its principal
amount) equal to the related Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated by the Issuer
on the third business day preceding the redemption date. As used in the immediately preceding sentence and in the definition of
“Reference Treasury Dealer Quotations” above, the term “business day” means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are authorized or obligated by law or executive order to close in New
York City.


 


On or after
September 26, 2049 (six months prior to the maturity date of the Notes), the Issuer may redeem the Notes, in whole or in
part, at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the redemption date.


 


The provisions
of Article XI of the Indenture shall apply to any redemption of the Notes.


 


Notice of
any redemption will be mailed or electronically delivered at least 10 days but not more than 60 days before the redemption date
to each Holder of record of the Notes to be redeemed at its registered address, except that the notice may be given more than
60 days prior to the date fixed for redemption if the notice is issued in connection with a defeasance, covenant defeasance or
satisfaction and discharge. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected by the applicable procedures of the Depositary, in the case of Notes represented by
a Global Note, or by lot, in the case of Notes that are not represented by a Global Note.


 


Notice of
any redemption in connection with a transaction or an event may, at our discretion, be given prior to the completion or occurrence
thereof. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent, including, but not limited
to, completion or occurrence of a related transaction or event. At our discretion, the redemption date may be delayed until such
time as any or all such conditions shall have been satisfied, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as
so delayed.


 


7.       Defaults
and Remedies.


 


If an Event
of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect
to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount
of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the
Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect
to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes together with all accrued and
unpaid interest and premium, if any, will automatically become due immediately and payable without any declaration or other act
on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably
requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is not opposed
to their interest.


 


8.       Authentication.


 


This Note
shall not be valid until the Trustee manually signs the certificate of authentication on this Note.


 


9.       Abbreviations
and Defined Terms.


 


Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


10.       CUSIP
Numbers.


 




    32 


     


    

 


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


 


11.       Governing
Law.


 


The Indenture
and the Notes shall be governed by, and construed in accordance with, the law of the State of New York.


 




    33 


     


    

ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


I or we assign and transfer this
Note to


 


(Print
or type assignee’s name, address and zip code)



(Insert assignee’s soc. sec. or tax I.D. No.) 


 


and irrevocably appoint agent
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


 








 


	Date:	 	 	Your Signature:	 


 


 


Sign
exactly as your name appears on the other side of this Note.


 


	 
	Signature:

 


Signature Guarantee:


 


	 	 	 
	Signature must be guaranteed	 	Signature


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance
with the United States Securities Exchange Act of 1934, as amended.


 




    34 


     


    

SCHEDULE
OF EXCHANGES OF NOTES


 


The following
exchanges of a part of this Global Note for physical Notes or a part of another Global Note have been made:


 


	Date
        of Exchange
	Amount
        of decrease in principal amount of this Global Note
	Amount
        of increase in principal amount of this Global Note
	Principal
        amount of this Global Note following such decrease (or increase)
	Signature
        of authorized officer of Trustee

	 	 	 	 	 



 



    35