Exhibit 4.5


 





AFLAC
INCORPORATED, 


AS
ISSUER


 


AND


 


THE
BANK OF NEW YORK MELLON 


TRUST
COMPANY, N.A., 


AS
TRUSTEE


 


THIRTY-THIRD
SUPPLEMENTAL INDENTURE


 


Dated
as of April 15, 2021


 





 



 




¥20,000,000,000 


1.560%
Senior Notes due 2051 




     


     


    

TABLE
OF CONTENTS


 





			Page
	 		
	ARTICLE
    I
	 		
	1.560%
    SENIOR NOTES DUE 2051
	 		
	Section 1.01	Establishment	1
	Section 1.02	Definitions	2
	Section 1.03	Payment of Principal and Interest	3
	Section 1.04	Denominations	3
	Section 1.05	Global Securities	3
	Section 1.06	Transfer	4
	Section 1.07	Defeasance	4
	Section 1.08	Redemption at the Option of the Company	4
	Section 1.09	Selection of Senior Notes to be Redeemed	4
	Section 1.10	Additional Amounts	4
	Section 1.11	Tax Redemption	7
	Section 1.12	Issuance in Yen	8
	Section 1.13	Further Issues	8
	 		
	ARTICLE
    II
	 		
	MISCELLANEOUS
    PROVISIONS
	 		
	Section 2.01	Recitals by the Company	8
	Section 2.02	Amendment to Sections 2.95 and 2.06 of the Original
    Indenture Relating to the Execution of Securities and the Certificate of Authentication	9
	Section 2.03	Ratification and Incorporation of Original Indenture	9
	Section 2.04	Executed in Counterparts	10
	Section 2.05	New York Law to Govern	10
	 		
	Exhibit A	Form of Global Note	A-1
	Exhibit B	Form of Certificate of Authentication	B-1









     


     


    

THIS
THIRTY-THIRD SUPPLEMENTAL INDENTURE (this “Thirty-Third Supplemental Indenture”) is made as of the 15th day of April,
2021, by and between AFLAC INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”):


 


WHEREAS,
the Company has heretofore entered into a Senior Indenture, dated as of May 21, 2009 (the “Original Indenture”),
with the Trustee;


 


WHEREAS,
the Original Indenture is incorporated herein by reference, and the Original Indenture, as supplemented and amended by this Thirty-Third
Supplemental Indenture, is herein called the “Indenture”;


 


WHEREAS,
under the Original Indenture, a new series of senior notes may at any time be established by the Board of Directors of the Company
in accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture
executed by the Company and the Trustee;


 


WHEREAS,
the Company proposes to create under the Indenture a new series of senior notes;


 


WHEREAS,
additional senior notes of other series hereafter established, except as may be limited in the Original Indenture as at the time
supplemented and amended, may be issued from time to time pursuant to the Indenture as at the time supplemented and amended, and
all senior notes issued by the Company of any one series need not be issued at the same time and, unless otherwise so provided,
may be reopened for issuances of additional senior notes of such series; and


 


WHEREAS,
all things necessary to authorize the execution and delivery of this Thirty-Third Supplemental Indenture and make it a valid and
binding agreement of the Company, in accordance with its terms, have been done.


 


NOW
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I



1.560% SENIOR NOTES DUE 2051


 


Section 1.01         
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated
as the Company’s 1.560% Senior Notes due 2051 (the “Senior Notes”). 






    1


     


    

There
are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥20,000,000,000, and
no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of
the Original Indenture and the terms of this Thirty-Third Supplemental Indenture; provided, however, that the Company may re-open
this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the
consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same
CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price
and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date
(as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution
accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes
and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture;
provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing
Senior Notes. The Senior Notes shall be issued in fully registered form.


 


The
Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out
in Exhibit A hereto.


 


The
form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in
Exhibit B hereto.


 


Each
Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof
or from the most recent Interest Payment Date to which interest has been paid or duly provided for.


 


Section 1.02         
Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original
Indenture.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in which banking institutions or trust
companies in the City of New York, Tokyo, or London, or the relevant place of payment, are authorized or required by law, regulation
or executive order to close.


 


“Global
Security” means, with respect to any series of securities, a security authenticated and delivered under the Original Indenture
executed by the Company and held by the Trustee as custodian for the Depositary, all in accordance with the Original Indenture,
which shall be registered in the name of the Depositary or its nominee.


 


“Interest
Payment Date” means April 15 and October 15 of each year, commencing on October 15, 2021, except that the Interest Payment
Date in 2051 shall be the Stated Maturity.


 


“Non-U.S.
Holder” means a beneficial owner of a Senior Note (other than a partnership or other entity or arrangement treated as a
partnership for United States federal income tax purposes) that is not a U.S. holder.


 


“Regular
Record Date” means, with respect to each Interest Payment Date, the close of business on April 1 or October 1 immediately
preceding such Interest Payment Date. 






    2


     


    

“Stated
Maturity” means April 14, 2051.


 


Section 1.03         
Payment of Principal and Interest. If not previously redeemed, the principal of the Senior Notes shall be due at the Stated
Maturity. The unpaid and outstanding principal amount of the Senior Notes, and any overdue installment of interest thereon to
the extent permitted by law, shall bear interest at the rate of 1.560% per year until paid or made available for payment, such
interest to accrue from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest
has been paid, from April 15, 2021. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing
on October 15, 2021, to the Person in whose name the Senior Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity or on a redemption date as provided herein will be paid to
the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.7 of the Original
Indenture.


 


Payments
of interest on the Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In
the event that any date on which interest is payable on the Senior Notes is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect
of any such delay), except that, if such next succeeding Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment
was originally payable.


 


Payment
of the principal, premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, the Senior Notes shall
be made upon surrender of the Senior Notes at the Corporate Trust Office of the Trustee. Except as described in Section 1.12 below,
the principal of and interest on the Senior Notes shall be paid in Japanese yen. Payments of interest (including interest on an
Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security register or (ii) by wire
transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the
Trustee at least 15 days prior to the date for payment by the Person entitled thereto.


 


Section 1.04         
Denominations. The Senior Notes will be issued only in denominations of ¥100,000,000 and integral multiples of ¥10,000,000
in excess thereof.


 


Section 1.05         
Global Securities. The Senior Notes will initially be represented by one or more fully registered global notes. Each such
Senior Note will be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common
depositary for the accounts of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”).
The Senior Notes may be held through Clearstream or Euroclear, either as a participant in such systems or indirectly through organizations
which are participants in such systems. Clearstream and Euroclear will hold interests in the Senior Notes on behalf of their respective
participating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s
names on the books of their respective depositaries. Book-entry interests in the Senior Notes and all transfers relating to the
Senior Notes will be reflected in the book-entry records of Clearstream and Euroclear. 






    3


     


    

Owners
of beneficial interests in such Global Securities will not be entitled to have the Senior Notes registered in their names, will
not receive or be entitled to receive physical delivery of the Senior Notes in definitive form and will not be considered the
owners or holders of the notes under the Indenture, including for purposes of receiving any reports delivered by the Company or
the Trustee pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a Senior Note must rely on the
procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such
person owns its interest, in order to exercise any rights of a holder of the Senior Notes.


 


Section 1.06         
Transfer. No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will
be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


 


Section 1.07         
Defeasance. The provisions of Sections 10.4 and 10.5 of the Original Indenture will apply to the Senior Notes.


 


Section 1.08         
Redemption at the Option of the Company. The Senior Notes will be redeemable, at
the sole option of the Company, in whole or in part from time to time, on and after October 14, 2050 (six months prior to maturity),
at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed plus accrued and unpaid
interest on the principal amount of the Senior Notes to be redeemed, if any, to, but excluding, the redemption date.


 


Notwithstanding
Section 12.2 of the Original Indenture, notice of any redemption pursuant to this Section 1.08 of the Supplemental Indenture will
be mailed at least 15 days but no more than 60 days before the redemption date to each holder of the Senior Notes to
be redeemed at its registered address. 


 


Section 1.09         
Selection of Senior Notes to be Redeemed. If less than all of the Senior Notes are
to be redeemed, the principal amount of such Senior Notes held by each beneficial owner of such Senior Notes to be redeemed shall
be selected by the Trustee in accordance with the applicable procedures of Clearstream and Euroclear. Senior Notes, and
portions of Senior Notes, may be selected in amounts of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof.


 


Section 1.10         
Additional Amounts. All payments of principal and interest in respect of the Senior Notes will be made free and clear of,
and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental
charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision
or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required
by law. 






    4


     


    

In
the event such withholding or deduction of Taxes is required by law, subject to the limitations described below, the Company will
pay to any Non-U.S. Holder such additional amounts (“Additional Amounts”) as may be necessary in order that every
net payment of principal of or interest on the Senior Notes (including upon redemption), after deduction or withholding for or
on account of such Taxes, will not be less than the amount provided for in such Senior Notes to be then due and payable before
deduction or withholding for or on account of such Taxes.


 


However,
the Company’s obligation to pay Additional Amounts shall not apply to:


 


(a)           any Taxes which would not have been so imposed, withheld or deducted but for:


 


(1)           the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder
or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the
United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member,
shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident
of the United States or being or having been engaged in a trade or business in the United States or being or having been present
in the United States or having or having had a permanent establishment in the United States;


 


(2)           the failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other
reporting requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial
owner or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to,
the requirement to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent
versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income
tax treaty); or


 


(3)           such holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to
the United States or as a corporation that accumulates earnings to avoid United States federal income tax;


 


(b)           any Taxes imposed, withheld or deducted by reason of the holder or beneficial owner:


 


(1)           owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of
all classes of the Company’s stock,


 


(2)           being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or


 


(3)           being
a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership; 






    5


     


    

(c)           any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner
of Senior Note for payment on a date more than 10 days after the date on which such payment became due and payable or the
date on which payment of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to
the extent that the holder or beneficial owner would have been entitled to such additional amounts on presenting such Senior Note
on any date during such 10-day period;


 


(d)           any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar
Taxes;


 


(e)           any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;


 


(f)            any Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note,
or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial
owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar
entity would not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or
member received directly its beneficial or distributive share of the payment;


 


(g)           any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such
payment can be made without such withholding by any other paying agent;


 


(h)           any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative
or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever
occurs later, to the extent such change in law, treaty, regulation or administrative interpretation would apply retroactively
to such payment;


 


(i)            any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or
successor provisions that are substantively comparable) and any current or future regulations or official interpretations thereof
(“FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any
law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in
respect of FATCA; or


 


(j)            any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).


 


For
purposes of this section, the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to
a Senior Note will not constitute a connection (1) between the holder or beneficial owner and the United States or (2) between
a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder
or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation
or other entity and the United States. 






    6


     


    

Any
reference in the Indenture or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts
which may be payable under the provisions of this section.


 


Except
as specifically provided in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty,
assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in any
government or political subdivision.


 


Section 1.11         
Tax Redemption. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including
Additional Amounts, if any, on April 14, 2051, or such earlier date on which the same shall be due and payable in accordance with
the terms and conditions of the notes. However, if the Stated Maturity or earlier date of redemption is not a Business Day, the
Senior Notes will be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity
or relevant redemption date to such payment date.


 


The
Senior Notes may be redeemed at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the
principal amount of the Senior Notes to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed
to, but excluding, the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice
if:


 


(a)           the Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations
or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation,
or any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or after April 9, 2021, or


 


(b)           any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in
the United States or any political subdivision or taxing authority of or in the United States, including any of those actions
specified in (a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification,
amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on
or after April 9, 2021, which results in a substantial likelihood that the Company will be required to pay Additional Amounts
on the next interest payment date.


 


However,
no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be,
in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that the Company
would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts if
a payment in respect of the notes were then due and at the time such notification of redemption is given such circumstance remains
in effect. 






    7


     


    

Prior
to the mailing of any notice of redemption pursuant to this section, the Company will deliver to the Trustee:


 


(1)           a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred,
and


 


(2)           a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company
will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application
or interpretation, as the case may be.


 


Such
notice, once delivered by the Company to the Trustee, will be irrevocable.


 


Section 1.12         
Issuance in Yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances
beyond its control, then all payments in respect of the Senior Notes will be made in U.S. dollars until the yen is again available
to the Company. In such circumstances, the amount payable on any date in yen will be converted by the Company into U.S. dollars
at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business
Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of
conversion, on the basis of the most recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to
the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange
rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange
rate for yen. Any payment in respect of the Senior Notes so made in U.S. dollars will not constitute an Event of Default under
the Senior Notes or the Indenture.


 


Section 1.13         
Further Issues. The Company may from time to time, without notice to or the consent of the registered holders of Senior
Notes, create and issue further notes ranking equally with the Senior Notes in all respects. Such further notes may be consolidated
and form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as the notes (other
than the issue date of such further notes and first payment of interest following the issue date of such further Senior Notes);
provided that such additional Senior Notes are fungible for United States Federal income tax purposes with any then-existing Senior
Notes.


 


ARTICLE II



MISCELLANEOUS PROVISIONS


 


Section 2.01         
Recitals by the Company. The recitals in this Thirty-Third Supplemental Indenture are made by the Company only and not
by the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Thirty-Third Supplemental Indenture or of the Senior Notes. The Trustee shall not be accountable
for the use or application by the Company of the Senior Notes or the proceeds thereof. All of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect
of the Senior Notes and of this Thirty-Third Supplemental Indenture as fully and with like effect as if set forth herein in full. 






    8


     


    

Section 2.02         
Amendment to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution
of Securities and the Certificate of Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated,
with respect to the Senior Notes issued on the date hereof, to read as follows:


 


Section 2.5 Execution
of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by
the chairman or vice chairman of its Board of Directors or its president or any executive, senior or other vice president or its
treasurer, but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the present or any
future such officers. Typographical and other minor errors or defects in any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who
shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon so signed
(or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such
Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer,
although at the date of the execution and delivery of this Indenture any such person was not such an officer.


 


Section
2.6 Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially
in the form herein before recited, executed by the Trustee by the manual, facsimile or electronic signature of one of its authorized
signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be
entitled to the benefits of this Indenture or shall be valid and obligatory for any purpose until the certificate of authentication
on the Security to which such Coupon appertains shall have been duly executed by the Trustee. The execution of such certificate
by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


Section 2.03         
Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Thirty-Third Supplemental Indenture shall be read, taken and construed
as one and the same instrument. 






    9


     


    

Section 2.04         
Executed in Counterparts. This Thirty-Third Supplemental Indenture may be simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Thirty-Third Supplemental Indenture and of manual, facsimile or electronic signature pages shall
constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto.


 


Section 2.05         
New York Law to Govern. This Thirty-Third Supplemental Indenture and each Senior Note shall be deemed to be a contract
under the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except
as may be required by mandatory provisions of law. 




    10


     


    

IN
WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.


 





		AFLAC INCORPORATED,
		as Issuer
	 		
		By:	/s/ Max K. Brodén
			Name: Max K. Brodén
			Title: Executive Vice President and Chief Financial Officer and Treasurer


 


[Signature
Page to Supplemental Indenture]




     


     


    

IN
WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.


 





		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
		as Trustee
	 		
		By:	/s/ Manjari Purkayastha
			Name:  Manjari Purkayastha
			Title:    Vice President





 


[Signature
Page to Supplemental Indenture]




     


     


    

Exhibit
A


 


1.560%
Senior Note due 2051


 


THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE THIRTY-THIRD SUPPLEMENTAL INDENTURE TO THE ORIGINAL INDENTURE HEREINAFTER
REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE
EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR,
 “EUROCLEAR/CLEARSTREAM”), TO AFLAC INCORPORATED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY
(NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE
BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 




    A-1


     


    

No.
1


 


CUSIP
No. 001055 BR2


ISIN
No. XS2330257473


 


AFLAC
INCORPORATED 


1.560%
Senior Notes due 2051


 


	Principal
    Amount:	¥20,000,000,000
	Regular
    Record Date:	with
    respect to each Interest Payment Date, the close of business on April 1 or October 1 immediately preceding such Interest Payment
    Date
	Original
    Issue Date:	April
    15, 2021
	Stated
    Maturity:	April
    14, 2051
	Interest
    Payment Dates:	April
    15 and October 15, commencing on October 15, 2021, except that the Interest Payment Date in 2051 shall be the Stated Maturity
	Interest
    Rate:	1.560%
    per year
	Authorized
    Denomination:	¥100,000,000
    and integral multiples of ¥10,000,000 in excess thereof


 


Aflac
Incorporated, a Georgia corporation (the “Company,” which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited,
the registered holder hereof, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or registered assigns, the principal sum of TWENTY BILLION JAPANESE YEN (¥20,000,000,000) on the Stated Maturity shown above,
and to pay interest thereon, and on any overdue installment of interest thereon to the extent permitted by law, from the most
recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from the Original
Issue Date shown above, semi-annually in arrears on each Interest Payment Date as specified above, commencing on October 15, 2021,
and on the Stated Maturity at the rate per year shown above until the principal hereof or such overdue installment is paid or
made available for payment. The interest so payable, and punctually paid or duly provided for, on an Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose
name this Note (as defined on the reverse hereof) is registered at the close of business on the Regular Record Date as specified
above next preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on a redemption
date will be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest
that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date
and may be paid as provided in Section 2.7 of the Original Indenture. 






    A-2


     


    

Payments
of interest on this Note (as defined on the reverse hereof) will include interest accrued to but excluding the respective Interest
Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve
30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such next succeeding Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on
the date the payment was originally payable. For the purposes of this Note, “Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day in which banking institutions or trust companies in the City of New York, Tokyo,
or London, or the relevant place of payment, are authorized or required by law, regulation or executive order to close.


 


Payment
of the principal, premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, this Note shall be
made upon surrender of this Note at the Corporate Trust Office of the Trustee. Except as described on the reverse hereof, the
principal of and interest on this Note shall be paid in Japanese yen. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security register or (ii) by wire transfer at
such place and to such account at a banking institution as may be designated in writing to the Trustee at least 15 days prior
to the date for payment by the Person entitled thereto.


 


The
Senior Notes (as defined on the reverse hereof) will be unsecured obligations of the Company and will rank equally in right of
payment with all the other unsecured, unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes
will rank senior to any subordinated indebtedness of the Company.


 


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 by manual, facsimile or electronic signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 




    A-3


     


    

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


 





		AFLAC INCORPORATED,
		as Issuer
	 		
		By:	
			Name:
			Title:


 


Attest:


 






	 	 
	Name:	
	Title:	







    A-4


     


    

CERTIFICATE
OF AUTHENTICATION


 


This
is one of the 1.560% Senior Notes due 2051 referred to in the within-mentioned Indenture.


 





			THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
			as Trustee
	 			
	Dated:   April 15,
    2021	By:	
				Authorized Signatory






    A-5


     


    

(Reverse
Side of Note)


 


This
note (the “Note”) represents one of a duly authorized issue of senior notes of the Company issued and issuable in
one or more series under a Senior Indenture dated as of May 21, 2009 (the “Original Indenture”), as supplemented
and amended by the Thirty-Third Supplemental Indenture dated as of April 15, 2021 (the “Thirty-Third Supplemental Indenture”
and, together with the Original Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which
Indenture and all indentures incidental 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 Senior Notes (as defined below)
issued thereunder and of the terms upon which said Senior Notes are, and are to be, authenticated and delivered. The Securities
represented by this Note are one of the series designated on the face hereof as 1.560% Senior Notes due 2051 (the “Senior
Notes”), initially limited in aggregate principal amount to ¥20,000,000,000; provided, however, that the aggregate principal
amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, as provided
in the Thirty-Third Supplemental Indenture. Capitalized terms used herein for which no definition is provided herein shall have
the meanings set forth in the Indenture.


 


This
Note is exchangeable in whole or from time to time in part for Senior Notes of this series in definitive registered form only
as provided in the Indenture.


 


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


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the holders of the Senior Notes under the Indenture at any time by the Company and the Trustee
with the consent of the holders of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding.
The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Senior Notes
at the time Outstanding, on behalf of the holders of all Senior Notes, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder
of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.


 


The
Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of the Company pursuant to this Note
and (ii) restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Note.


 


The
Senior Notes will be redeemable, at the sole option of the Company, in whole or in part from time to time, on and after October
14, 2050 (six months prior to maturity), at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes
to be redeemed plus accrued and unpaid interest on the principal amount of the Senior Notes to be redeemed, if any, to, but excluding,
the redemption date. 






    A-6


     


    

Notice
of any redemption at the option of the Company will be mailed at least 15 days but no more than 60 days before the redemption
date to each holder of the Senior Notes to be redeemed at its registered address. 


 


All
payments of principal and interest in respect of the Senior Notes will be made free and clear of, and without deduction or withholding
for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed,
levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United
States (collectively, “Taxes”), unless such withholding or deduction is required by law.


 


In
the event such withholding or deduction of Taxes is required by law, subject to the limitations described below, the Company will
pay to any Non-U.S. Holder such additional amounts (“Additional Amounts”) as may be necessary in order that every
net payment of principal of or interest on the Senior Notes (including upon redemption), after deduction or withholding for or
on account of such Taxes, will not be less than the amount provided for in such Senior Notes to be then due and payable before
deduction or withholding for or on account of such Taxes.


 


However,
the Company’s obligation to pay Additional Amounts shall not apply to:


 


(a)           any Taxes which would not have been so imposed, withheld or deducted but for:


 


(1)           the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder
or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the
United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member,
shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident
of the United States or being or having been engaged in a trade or business in the United States or being or having been present
in the United States or having or having had a permanent establishment in the United States;


 


(2)           the
failure of such holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting
requirement concerning the nationality, residence, identity or connection with the United States of such holder or beneficial
owner or otherwise to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to,
the requirement to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent
versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income
tax treaty); or 






    A-7


     


    

(3)           such holder’s or beneficial owner’s present or former status as a personal holding company, foreign personal holding
company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to
the United States or as a corporation that accumulates earnings to avoid United States federal income tax;


 


(b)           any Taxes imposed, withheld or deducted by reason of the holder or beneficial owner:


 


(1)           owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of
all classes of the Company’s stock,


 


(2)           being a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code, or


 


(3)           being a controlled foreign corporation with respect to the United States that is related to the Company by stock ownership;


 


(c)           any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the holder or beneficial owner
of Senior Note for payment on a date more than 10 days after the date on which such payment became due and payable or the
date on which payment of the Senior Note is duly provided for and notice is given to holders, whichever occurs later, except to
the extent that the holder or beneficial owner would have been entitled to such additional amounts on presenting such Senior Note
on any date during such 10-day period;


 


(d)           any estate, inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar
Taxes;


 


(e)           any Taxes which are payable otherwise than by withholding from any payment of principal of or interest on such Senior Note;


 


(f)            any Taxes which are payable by a holder that is not the beneficial owner of the Senior Note, or a portion of the Senior Note,
or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial
owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar
entity would not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or
member received directly its beneficial or distributive share of the payment;


 


(g)           any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Senior Note, if such
payment can be made without such withholding by any other paying agent;


 


(h)           any
Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative
or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever
occurs later, to the extent such change in law, treaty, regulation or administrative interpretation would apply retroactively
to such payment; 






    A-8


     


    

(i)            any Taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or
successor provisions that are substantively comparable) and any current or future regulations or official interpretations thereof
(“FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any
law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in
respect of FATCA; or


 


(j)            any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).


 


For
purposes of this section, the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to
a Senior Note will not constitute a connection (1) between the holder or beneficial owner and the United States or (2) between
a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder
or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation
or other entity and the United States.


 


Any
reference in the Indenture or in the Senior Notes to principal or interest shall be deemed to refer also to Additional Amounts
which may be payable under the provisions of this section.


 


Except
as specifically provided in the Senior Notes, the Company will not be required to make any payment with respect to any tax, duty,
assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in any
government or political subdivision.


 


Unless
previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if any,
on April 14, 2051, or such earlier date on which the same shall be due and payable in accordance with the terms and conditions
of the notes. However, if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable
on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity or relevant redemption
date to such payment date.


 


The
Senior Notes may be redeemed at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the
principal amount of the Senior Notes to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed
to, but excluding, the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice
if:


 


(a)           the
Company has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations
or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation,
or any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or after April 9, 2021 or 






    A-9


     


    

(b)           any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in
the United States or any political subdivision or taxing authority of or in the United States, including any of those actions
specified in (a) above, whether or not such action was taken or brought with respect to the Company, or any change, clarification,
amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on
or after April 9, 2021, which results in a substantial likelihood that the Company will be required to pay Additional Amounts
on the next interest payment date. However, no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be, in the case of a redemption for the reasons specified in (a) above, or there
would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above,
obligated to pay such Additional Amounts if a payment in respect of the notes were then due and at the time such notification
of redemption is given such circumstance remains in effect.


 


Prior
to the mailing of any notice of redemption pursuant to this section, the Company will deliver to the Trustee:


 


(1)           a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred,
and


 


(2)           a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated
to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Company
will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application
or interpretation, as the case may be.


 


Such
notice, once delivered by the Company to the Trustee, will be irrevocable.


 


If
the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control, then
all payments in respect of the Senior Notes will be made in U.S. dollars until the yen is again available to the Company. In such
circumstances, the amount payable on any date in yen will be converted by the Company into U.S. dollars at the rate mandated by
the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant
payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis
of the most recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Business Day prior
to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined
in the Company’s sole discretion on the basis of the most recently available market exchange rate for yen.


 


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 time, place and rate, and
in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the
Security register, upon surrender of this Note for registration of transfer at the office or agency of the Company for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company or the Security registrar
and duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes,
of authorized denominations and of like tenor and for the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such exchange or registration of transfer, but the Company will require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 






    A-10


     


    

Prior
to due presentment of this Note for registration of transfer, the Company, the Trustee, any Person authorized by the Company to
pay the principal of or any premium or interest on any Senior Note on behalf of the Company (a “Paying Agent”) and
the Security registrar may deem and treat the Person in whose name this Note is registered as the absolute owner hereof for all
purposes, whether or not this Note be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other
than the Security registrar, and neither the Company nor the Trustee nor any Paying Agent nor the Security registrar shall be
affected by notice to the contrary.


 


The
Senior Notes are issuable only in registered form without coupons in denominations of ¥100,000,000 and integral multiples
of ¥10,000,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Senior
Notes are exchangeable for a like aggregate principal amount of Senior Notes of a different authorized denomination, as requested
by the holder surrendering the same upon surrender of the Senior Note or Senior Notes to be exchanged at the office or agency
of the Company.


 


No
recourse shall be had for payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any incorporator, as such or against any past, present or
future shareholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or
any successor, under any rule, law statute or constitutional provision, or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived and released, by the acceptance hereof and as
part of the consideration for the issuance hereof.


 


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


 


This
Note shall be governed by, and construed in accordance with, the internal laws of the state of New York. 




    A-11


     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:


 





	TEN
    COM – as tenants in common		UNIF GIFT MIN ACT – Custodian
    under Uniform Gift to Minors Act
	 		
	 		
			(State)
	TEN ENT – as
    tenants by the entireties		
	 		
	JT TEN – as
    joint tenants with rights of survivorship and not as tenants in common		CUST – Custodian




 


Additional
abbreviations may also be used

though not on the above list.


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto


 


PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE 


	 
	 






(please
insert Social Security or other identifying number of assignee)


 


the
within Note and all rights thereunder, hereby irrevocably constituting and appointing 


	 
	 
	 





agent
to transfer said Note on the books of the Company, with full power of substitution in the premises.


 





	Dated:	
	 	
		NOTICE: The signature to this assignment must
    correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement,
    or any change whatever.







    A-12


     


    



Exhibit
B


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the 1.560% Senior Notes due 2051 referred to in the within-mentioned Indenture.


 


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
		as Trustee
	 		
	Dated: April 15, 2021	By:	
			Authorized Signatory







    B-1