Exhibit 4.01


 





This
Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository
named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than
the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.


 


Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the “Depository”),
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 the Depository (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.


 


CITIGROUP
INC.





5.316%
Fixed Rate / Floating Rate Callable Senior Notes due March 26, 2041






 


	REGISTERED	REGISTERED


 


CUSIP: 172967MM0





ISIN:
US172967MM08





 





	No. R-00*	$



 





 


CITIGROUP
INC., a Delaware corporation (the “Company”, which term includes any successor Person under the Indenture), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $          on March 26, 2041 (the “Maturity
Date”) and to pay interest thereon from and including March 26, 2020 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. The Company shall pay interest (i) from March 26, 2020 to, but excluding, March 26,
2040 (the “Fixed Rate Period”) at a fixed rate of 5.316% per annum semi-annually, on March 26th and September 26th
of each year (each such date, a “Fixed Rate Period Interest Payment Date”), commencing September 26, 2020 and
(ii) from, and including, March 26, 2040 (the “Floating Rate Period”), at an annual rate equal to SOFR (and defined
on the reverse hereof and compounding daily over each Interest Period during the Floating Rate Period as described below) plus
4.548% quarterly, on the second business day following each Interest Period End Date (each such business day, a “Floating
Rate Period Interest Payment Date” and together with any Fixed Rate Period Payment Date, an “Interest Payment Date”),
commencing June 28, 2040, until the principal hereof is paid or made available for payment and provided that the Interest Payment
Date with respect to the final Interest Period will be a redemption date or the Maturity Date. An Interest Period End Date is
the 26th of each March, June,


 




    


    


    

September
and December, commencing on June 26, 2040 and ending on a redemption date or the Maturity Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name
this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day 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 Note is registered at the close
of business on a subsequent Record Date, such subsequent Record Date to be not less than ten days prior to the date of payment
of such defaulted interest, notice whereof shall be given to holders of Notes of this series not less than ten days prior to such
subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.


 


During the
Fixed Rate Period, interest hereon will be calculated on the basis of a 360-day year comprised of twelve 30-day months, and an
Interest Period shall be the period from and including an Interest Payment Date (or March 26, 2020 in the case of the first Interest
Period) to and including the day immediately preceding the next Interest Payment Date. During the Fixed Rate Period, if an Interest
Payment Date falls on a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day, and
no further interest will accrue in respect of such postponement. For these purposes, “Business Day” means any day
on which commercial banks settle payments and are open for general business in The City of New York.


 


During the
Floating Rate Period, interest hereon will be calculated on the basis of the actual number of days elapsed in an interest period
and a 360-day year, and an Interest Period shall be the period from and including an Interest Period End Date (or March 26, 2040
in the case of the first Interest Period during the Floating Rate Period) to, but excluding, the next succeeding Interest Period
End Date; provided that the Interest Period following an election by the Company to redeem the Notes and the final Interest
Period will be the period from, and including, the immediately preceding Interest Period End Date to, but excluding, the redemption
date or the Maturity Date; and provided further that SOFR for each calendar day from, and including, the Rate Cut-Off Date
(as defined on the reverse hereof) to, but excluding, the redemption date or the Maturity Date will equal SOFR in respect of the
Rate Cut-Off Date. In the event that any Interest Period End Date (other than a redemption date or the Maturity Date) is not a
Business Day, then such date will be postponed to the next succeeding Business Day, unless that day falls in the next calendar
month, in which case the interest period end date will be the immediately preceding Business Day. For these purposes, “Business
Day” means any day on which commercial banks settle payments and are open for general business in The City of New York and
a U.S. Government Securities Business Day (as defined on the reverse hereof)


 


Dollar amounts
resulting from such calculations will be rounded to the nearest cent, with one-half cent being rounded upward. In the event that
the Maturity Date or a redemption date is not a Business Day, then such date will be postponed to the next succeeding Business
Day, and no further interest will accrue with respect to such postponement. No interest will accrue on any amounts payable for
the period from and after the due date for payment of such principal or interest.


 




    


    


    

Payment
of the principal of and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose
in The City of New York.


 


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


 


Unless the
certificate of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    


    


    

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


 


Dated: March 26, 2020


 


 





	 	CITIGROUP INC.	 
	 	 	 	 
	 	 	 	 
	 	By:    	   	 
	 	 	Name:	 
	 	 	Title:	 



 


 





	ATTEST:	 
	 	 	 
	By:      	 	 
	 	Name:	 
	 	Title:	 



  





 




    


    


    

This is
one of the Notes of the series issued under the within-mentioned Indenture.


 


Dated: March 26, 2020 





 


	 	THE BANK OF
NEW YORK MELLON,	 
	 	as
    Trustee	 
	 	 	 
	 	 	 
	 	By:		 
	 	      	Name:	 
	 	      	Title:	 
	 	 	 
	 	 	 
	 	-or-	 
	 	 	 
	 	 	 
	 	CITIBANK, N.A.,	 
	 	as Authenticating
    Agent	 
	 	 	 
	 	 	 
	 	By:		 
	 	      	Name:	 
	 	      	Title:	 



 


 



    


    


    

This Note
is one of a duly authorized issue of Securities of the Company (the “Notes”), issued and to be issued in one or more
series under the senior debt indenture, dated as of November 13, 2013 (as amended and supplemented from time to time, the “Indenture”),
between the Company and The Bank of New York Mellon, as trustee (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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof, initially limited in aggregate principal to $1,300,000,000.


 


During the
Floating Rate Period, this Note will bear interest for each Interest Period at a rate determined by Citibank, N.A., London Branch,
acting as Calculation Agent. The interest rate on this Note for a particular Interest Period during the Floating Rate Period will
be a per annum rate equal to SOFR (compounding daily over each Interest
Period as described below) plus 4.548%. Interest during the Floating Rate Period will be calculated by multiplying the
principal amount of the Notes by an accrued interest factor equal to the sum of the interest factors calculated for each day during
the applicable Interest Period; provided that in no event will the interest payable on the Notes be less than zero. The
interest factor for each such day will be computed by dividing the interest rate applicable to that day by 360. The interest rate
applicable to such day will be the sum of the Accrued Interest Compounding Factor plus 4.548%. Promptly upon determination, the
Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent manifest error,
the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes, the Trustee
and the Company.


 


For the purposes of calculating
interest with respect to any Interest Period during the Floating Rate Period:


 


“Accrued
Interest Compounding Factor” means the result of the following formula:


 





 


where


 


“do”,
for any Interest Period, is the number of U.S. Government Securities Business Days in the relevant Interest Period.


 


“i”
is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological
order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Period.


 


“SOFRi”,
for any day “i” in the relevant Interest Period, is a reference rate equal to SOFR in respect of that day.


 


“ni”,
for any day “i” in the relevant Interest Period, is the number of calendar days from, and including, such U.S.
Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day.


 




    


    


    

“d”
is the number of calendar days in the relevant Interest Period.


 


“U.S.
Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry
and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire
day for purposes of trading in U.S. government securities.


 


“SOFR”
means, with respect to any day, the rate determined by the Calculation Agent in accordance with the following provisions:


 


(1) the Secured Overnight
Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s
Website on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or


 


(2) if the rate specified
in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
as described in (3) below, the Secured Overnight Financing Rate published on the NY Federal Reserve’s Website for the first
preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY Federal
Reserve’s Website; or


 


(3) if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant interest period end date, the
Calculation Agent will use the Benchmark Replacement to determine the rate and for all other purposes relating to the Notes.


 


In connection with the SOFR definition
above, the following definitions apply:


 


“Benchmark”
means, initially, SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 


“Benchmark
Replacement” means the first alternative set forth in the order below that can be determined by Citigroup (or one of its
affiliates) as of the Benchmark Replacement Date:


 


(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;
or


 


(2) the sum
of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or


 


(3) the sum of: (a)
the alternate rate of interest that has been selected by the Company (or one of its affiliates) as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement
Adjustment.


 




    


    


    

“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or
one of its affiliates) as of the Benchmark Replacement Date:


 


(1) the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has
been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


(2) if the applicable
Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;


 


(3) the spread adjustment
(which may be a positive or negative value or zero) that has been selected by the Company (or one of its affiliates) giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate notes at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes that the Company (or one of its affiliates) decides may be appropriate to reflect the adoption of such Benchmark Replacement
in a manner substantially consistent with market practice (or, if the Company (or such affiliate) decides that adoption of any
portion of such market practice is not administratively feasible or if the Company (or such affiliate) determines that no market
practice for use of the Benchmark Replacement exists, in such other manner as the Company (or such affiliate) determines is reasonably
necessary).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1) in the case of
clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement
or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely
ceases to provide the Benchmark; or


 


(2) in the case of
clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information
referenced therein.


 


        For
the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1) a public statement
or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased
or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement


 




    


    


    

or publication, there
is no successor administrator that will continue to provide the Benchmark;


 


(2) a public statement
or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency
of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with
jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide
the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark; or


 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark
is no longer representative.


 


“Business
Day” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New
York City are authorized or required by law or regulation to be closed and is a U.S. Government Securities Business Day.


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.


 


“ISDA”
means the International Swaps and Derivatives Association, Inc. or any successor thereto.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time.


 


“ISDA
Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with
respect to the Benchmark for the applicable tenor.


 


“ISDA
Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable
ISDA Fallback Adjustment.


 


“NY
Federal Reserve” means the Federal Reserve Bank of New York.


 


“NY
Federal Reserve’s Website” means the website of the NY Federal Reserve, currently at http://www.newyorkfed.org, or
any successor website of the NY Federal Reserve or the website of any successor administrator of the Secured Overnight Financing
Rate.


 


“Rate
Cut-Off Date” means the second U.S. Government Securities Business Day prior to a redemption date or the Maturity Date.


 


“Reference
Time” with respect to any determination of the Benchmark means the time determined by Citigroup (or one of its affiliates)
in accordance with the Benchmark Replacement Conforming Changes.


 




    


    


    

“Relevant
Governmental Body” means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or
convened by the Federal Reserve Board and/or the NY Federal Reserve or any successor thereto.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


Upon request
from any Noteholder, the Calculation Agent will provide the interest rate in effect on this Note for the current Interest Period
during the Floating Rate Period and, if it has been determined, the interest rate to be in effect for the next Interest Period
during the Floating Rate Period.


 


If an event of default (as defined
in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series
may be declared due and payable in the manner and with the effect provided in the Indenture.


 


Sections
12.02 and 12.03 of the Indenture containing provisions for defeasance apply to this Note. At any time the entire indebtedness
of this Note may be defeased upon compliance by the Company with certain conditions set forth in Section 12.04 of the Indenture.


 


The
Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to
establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental
indentures, and, with the consent of the holders of a majority in aggregate principal amount of Securities at the time outstanding
which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of
such series to be affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the
rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce
the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities
are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without
the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the
consent of the holders of which is required for any such modification without the consent of the holders of all Securities of
such series then outstanding, or (iii) modify the rights, duties or immunities of the Trustee unless the Trustee agrees to such
modification.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.


 


This Note
is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in
the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless
and until it is exchanged in whole or in part for definitive Notes in certificated form, this Note may not be transferred except
as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee
of the Depository.


 


The Notes
represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in
denominations of $1,000 and whole multiples of $1,000 in


 




    


    


    

excess thereof
only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Notes and
the Company is unable to appoint a successor depository or (ii) the Depository ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion decides to allow the Notes to be
exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable
for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided
in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is
registrable in the register maintained by the Company in The City of New York for such purpose, upon surrender of the definitive
Note for registration of transfer at the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is
not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered
in the name of the Depository or its nominee.


 


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


 


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


 


The Company
will pay additional amounts (“Additional Amounts”) to the beneficial owner of any Note that is a non-United States
person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the
amount then due and payable. For this purpose, a “net payment” on a Note means a payment by the Company or a paying
agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental
charge of the United States. These Additional Amounts will constitute additional interest on the Note.


 


The Company
will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below.


 


(1)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner:


 


(a)       having
a relationship with the United States as a citizen, resident or otherwise;





(b)       having
had such a relationship in the past; or





(c)       being
considered as having had such a relationship.


 


(2)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner:


 




    


    


    

(a)       being
treated as present in or engaged in a trade or business in the United States;





(b)       being
treated as having been present in or engaged in a trade or business in the United States in the past; or





(c)       having
or having had a permanent establishment in the United States.


 


(3)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as
such terms are defined in the Internal Revenue Code of 1986, as amended):


 


(a)       personal
holding company;





(b)       foreign
private foundation or other foreign tax-exempt organization;





(c)       passive
foreign investment company;





(d)       controlled
foreign corporation; or





(e)       corporation
which has accumulated earnings to avoid United States federal income tax.


 


(4)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent
or more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial
owner being a bank that has invested in a Note as an extension of credit in the ordinary course of its trade or business.


 


For purposes
of items (1) through (4) above, “beneficial owner” means a fiduciary, settlor, beneficiary, member or shareholder
of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person
holding a power over an estate or trust administered by a fiduciary holder.


 


(5)       Additional
Amounts will not be payable to any beneficial owner of a Note that is a:


 


(a)       fiduciary;





(b)       partnership;





(c)       limited
liability company; or





(d)       other
fiscally transparent entity


 


or
that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay
Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner
or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to
the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment.


 


(6)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable
certification, identification, documentation or other information reporting requirements. This exception to the obligation to
pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of
the United States or by an applicable income tax


 




    


    


    

treaty to
which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.


 


(7)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent.


 


(8)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.


 


(9)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after
the date on which such payment becomes due or is duly provided for, whichever occurs later.


 


(10)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any:


 


(a)       estate
tax;





(b)       inheritance
tax;





(c)       gift
tax;





(d)       sales
tax;





(e)       excise
tax;





(f)       transfer
tax;





(g)       wealth
tax;





(h)       personal
property tax; or





(i)       any
similar tax, assessment, withholding, deduction or other governmental charge.


 


(11)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge
required to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without
such withholding by any other paying agent.


 


(12)
       Additional Amounts will not be payable if a payment on a Note is reduced as a result
of any withholding, deduction, tax, duty assessment or other governmental charge that would not have been imposed but for a failure
by the holder or beneficial owner of a Note (or any financial institution through which the holder or beneficial owner holds the
Note or through which payment on the Note is made) to take any action (including entering into an agreement with the Internal
Revenue Service, or a governmental authority of another jurisdiction if the holder is entitled to the benefits of an intergovernmental
agreement between that jurisdiction and the United States) or to comply with any applicable certification, documentation, information
or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or any such financial
institution), or concerning ownership of the holder or beneficial owner, or any substantially similar requirement or agreement.


 


(13)       Additional
Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (12) above.


 




    


    


    

Except
as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of such government.


 


As
used in this Note, “United States person” means:


 


		(a)	any
                                         individual who is a citizen or resident of the United States;



 


		(b)	any
                                         corporation, partnership or other entity created or organized in or under the laws of
                                         the United States or any political subdivision thereof;



 


		(c)	any
                                         estate if the income of such estate falls within the federal income tax jurisdiction
                                         of the United States regardless of the source of such income; and



 


		(d)	any
                                         trust if (i) a United States court is able to exercise primary supervision over its administration
                                         and one or more United States persons have the authority to control all of the substantial
                                         decisions of the trust; or (ii) it has a valid election in effect under applicable United
                                         States Treasury regulations to be treated as a United States person.



 


Additionally,
“non-United States person” means a person who is not a United States person, and “United States” means
the states of the United States of America and the District of Columbia, but excluding its territories and its possessions.


 


Except as
provided below, the Notes may not be redeemed prior to maturity.


 


		(1)	The Company may, at its
option, redeem the Notes if:



 


		(a)	the
                                         Company becomes or will become obligated to pay Additional Amounts as described above;



 


		(b)	the
                                         obligation to pay Additional Amounts arises as a result of any change in the laws, regulations
                                         or rulings of the United States, or an official position regarding the application or
                                         interpretation of such laws, regulations or rulings, which change is announced or becomes
                                         effective on or after March 19, 2020; and



 


		(c)	the
                                         Company determines, in its business judgment, that the obligation to pay such Additional
                                         Amounts cannot be avoided by the use of reasonable measures available to it, other than
                                         substituting the obligor under the Notes or taking any action that would entail a material
                                         cost to the Company.



 


		(2)	The
                                         Company may also redeem the Notes, at its option, if:



 


		(a)	any
                                         act is taken by a taxing authority of the United States on or after March 19, 2020 whether
                                         or not such act is taken in relation to the Company or any subsidiary, that results in
                                         a substantial probability that the Company will or may be required to pay Additional
                                         Amounts as described above;



 


		(b)	the
                                         Company determines, in its business judgment, that the obligation to pay such Additional
                                         Amounts cannot be avoided by the use of reasonable measures available to it, other than
                                         substituting the obligor under the Notes or taking any action that would entail a material
                                         cost to the Company; and



 


		(c)	the
                                         Company receives an opinion of independent counsel to the effect that an act taken by
                                         a taxing authority of the United States results in a substantial



 




    


    


    

probability
that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee a certificate,
signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to
their terms.


 


Any
redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a
redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued and unpaid interest thereon to
the date of redemption.


 


		(3)	The
                                         Company may also redeem the Notes, at its option, in whole at any time or in part from
                                         time to time, on or after September 26, 2020 (or, if additional notes are issued after
                                         March 26, 2020, beginning six months after the issue date of such additional notes) and
                                         prior to March 26, 2040, at a redemption price equal to the sum of (i) 100% of the principal
                                         amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding
                                         the date of redemption; and (ii) the Make-Whole Amount, if any, with respect to such
                                         Notes. The Reinvestment Rate will equal the Treasury Yield calculated to March 26, 2040,
                                         plus 0.550%.



 








	 	•	 	“Make-Whole Amount” means the excess, if any, of:
    (i) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount
    of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of each such
    dollar if such redemption had not been made, determined by discounting, on a semi-annual basis, such principal and interest
    at the Reinvestment Rate (as defined below) (determined on the third business day preceding the date that notice of such redemption
    is given) from the respective dates on which such principal and interest would have been payable if such redemption had not
    been made, to the date of redemption, over (ii) the aggregate principal amount of the Notes being redeemed.
	 	 	 	 
	 	•	 	“Reinvestment Rate” means the yield on Treasury
    securities at a constant maturity corresponding to the remaining life (as of the date of redemption, and rounded to the nearest
    month) to March 26, 2040, of the principal being redeemed (the “Treasury Yield”), plus 0.550%. For purposes of
    the Notes, the Treasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release (as
    defined below) under the heading “Week Ending” for “U.S. Government Securities — Treasury Constant
    Maturities” with a maturity equal to such remaining life; provided that if no published maturity exactly corresponds
    to such remaining life, then the Treasury Yield shall be interpolated or extrapolated on a straight-line basis from the arithmetic
    means of the yields for the next shortest and next longest published maturities. For purposes of calculating the Reinvestment
    Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.
    If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield
    in the above manner, then the Treasury Yield shall be determined in the manner that most closely approximates the above manner,
    as reasonably determined by the Company.
	 	 	 	 
	 	•	 	“Statistical Release” means the statistical release
designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve and which reports
yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release
is not published at the time of any determination



 






    


    


    

 





under the Indenture, then such other reasonably comparable index
which shall be designated by the Company.


 

		(4)	The
                                         Company may also redeem the Notes, at its option, (i) in whole, but not in part, on March
                                         26, 2040, or (ii) in whole at any time or in part from time to time, on or after September
                                         26, 2040 at a redemption price equal to 100% of the principal amount of the Notes being
                                         redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.






 


Holders shall be given not less
than 15 days’ nor more than 60 days’ prior notice by the Trustee of the date fixed for such redemption described in
(1) and (2) above. Holders shall be given not less than 5 days’ nor more than 30 days’ prior notice by the Trustee
of the date fixed for such redemption described in (3) and (4) above.


 


All terms
used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are
governed by the laws of the State of New York.


 




    


    


    

Schedule
1





Redemptions
and Amount of Securities 


	Date
    of partial redemption	Aggregate
    principal amount of Securities then redeemed	Remaining principal amount of this Global Security

                                                                                 
	Authorized
    Signature