Exhibit 4.3


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), AND
CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, LUXEMBOURG (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR,
“EUROCLEAR/CLEARSTREAM”) , TO GENERAL ELECTRIC COMPANY 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 TO
SUCH OTHER ENTITY 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.


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.


 


GENERAL ELECTRIC COMPANY


 


Floating Rate Note due 2020


 


	No. 1 	 €650,000,000






 


CUSIP No. 369604 BJ1

 ISIN No. XS1238900515


Common Code No. 123890051


 


General
Electric Company, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon (London Branch) as common
depositary for Euroclear Bank, S.A./N.V. (“Euroclear”), and Clearstream Banking, société anonyme
(“Clearstream”), or registered assigns, the principal sum of SIX HUNDRED FIFTY MILLION EUROS (€650,000,000)
on May 28, 2020 (the “Stated Maturity”), and to pay interest thereon from May 28, 2015 or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on February 28, May 28,
August 28 and November 28 in each year, commencing



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August 28, 2015 (each such date, an “Interest Payment Date”),
at the rate of EURIBOR plus 30 basis points (0.300%) per annum, until the principal hereof is paid or made available for payment.
The amount of interest payable for any period shall be computed on the basis of a 360-day year and the actual number of days in
the period for which interest is being calculated. In the event that any Interest Payment Date is not a Business Day, then such
Interest Payment Date will be postponed to the next succeeding day which is a Business Day and interest will accrue to but excluding
such Interest Payment Date, except that if such Business Day falls in the next succeeding calendar month, the applicable Interest
Payment Date will be the immediately preceding Business Day. Notwithstanding the foregoing, if the Stated Maturity or any Redemption
Date with respect to this Security falls on a day that is not a Business Day, the payment of principal, and interest, otherwise
payable on such date will be postponed to the next succeeding Business Day, and no interest on such payment will accrue from and
after the Stated Maturity or earlier Redemption Date, as applicable. The rights of Holders of beneficial interests in this Security
to receive the payments of interest on such Security are subject to the applicable procedures of Euroclear and Clearstream. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest immediately preceding such Interest Payment Date, provided that interest payable at
the Stated Maturity of the principal hereof or on a Redemption Date shall be payable to the Person to whom the principal of this
Security is payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such
exchange or automated quotation system, all as more fully provided in said Indenture.


 


As set forth herein,
the Company will pay additional amounts on this Security in certain circumstances.


 


A “Business
Day” shall mean any day, other than a Saturday or Sunday, (i) which is not a day on which banking institutions in the City
of New York or London are authorized or required by law or executive order to close and (ii) on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system, or the TARGET2 system, or any successor thereto, operates.


 


The “Depositary”
with respect to this Security shall mean a common depositary for the accounts of Clearstream and Euroclear.


 


The “Place of Payment” with respect to this Security shall
be London, England.


 


A “Regular Record
Date” means, with respect to any Interest Payment Date, the 15th calendar day preceding such Interest Payment
Date (whether or not a Business Day) or, if this



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Security is represented by one or more Global Securities, the close
of business on the business day (for this purpose a day on which Clearstream and Euroclear are open for business), in each case,
immediately preceding such Interest Payment Date.


 


Payment of the principal
of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the City of
London, England, which shall be initially the corporate trust office of The Bank of New York Mellon (London Branch), located at
One Canada Square, London E14 5AL; provided, however, that at the option of the Company payments of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided
further, that all payments of principal and interest with respect to the Securities of this series represented by one or more
Global Securities 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 and Euroclear shall be made through the facilities of the common depositary.


 


All payments on this
Security will be made in euro; provided, that if on or after May 20, 2015, the euro is unavailable to the Company due to
the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used
by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of
transactions by public institutions of or within the international banking community, then all payments in respect of this Security
will be made in United States dollars until the euro is again available to the Company or so used. The amount payable on any date
in euro will be converted into U.S. dollars on the basis of the most recently available “Market Exchange Rate” for
euro, which shall mean the noon buying rate in The City of New York for cable transfers of euros as certified for customs purposes
(or, if not so certified, as otherwise determined) by the United States Federal Reserve Board. The Market Exchange Rate most recently
available on, or prior to, the second Business Day before the relevant determination date will be the basis for determining the
equivalent of euro in the currency of the United States of America for any purpose under the Indenture, including for purposes
of the definition of “Outstanding” in Section 101 of the Indenture. Any payment in respect of this Security so made
in United States dollars will not constitute an Event of Default under this Security or the Indenture. Neither the Trustee nor
the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.


 


A “TARGET System
Day” is any day in which the TARGET2 System, or any successor thereto, is open for business and a day on which commercial
banks are open for dealings in euro deposits in the London interbank market. With respect to Securities of this series in certificated
form, the reference to “Business Day” will also mean a day on which banking institutions generally are open for business
in the location of each office of a transfer agent, but only with respect to a payment or other action to occur at that office.


 


“Calculation
Agent” means The Bank of New York Mellon, London Branch, as appointed and authorized by the Company pursuant to the paying
and calculation agency agreement dated on or around May 28, 2015, until such time as the Company appoints a successor Calculation
Agent. The Calculation Agent will determine EURIBOR for each Interest Period on the second TARGET System Day prior to the first
day of such Interest Period (the “Interest Determination Date”).



    	3



    	



    

“euro and “€”
means the lawful currency of the member states of the European Monetary Union that have adopted or that adopt the single currency
in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.


 


The interest rate
on this Security will be reset quarterly on February 28, May 28, August 28, and November 28, beginning on August 28, 2015 (each
an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day
falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day.


 


The initial interest
period will be the period from and including May 28, 2015 to but excluding the first Interest Reset Date. The interest rate in
effect during the initial interest period will be equal to EURIBOR plus 30 basis points (0.300%), determined two TARGET System
Days prior to May 28, 2015.


 


After the initial
interest period, the interest periods will be the periods from and including an Interest Reset Date to but excluding the immediately
succeeding Interest Reset Date, except that the final interest period will be the period from and including the Interest Reset
Date immediately preceding the Stated Maturity to but excluding the Stated Maturity (each an “Interest Period”). The
interest rate per annum for this Security in any Interest Period will be equal to EURIBOR plus 30 basis points (0.300%) (the “Interest
Rate”), as determined by the Calculation Agent. The Interest Rate in effect for the 15 calendar days prior to any Redemption
Date earlier than the Stated Maturity will be the Interest Rate in effect on the fifteenth calendar day preceding such earlier
Redemption Date. The Interest Rate on the Securities of this series will be limited to the maximum rate permitted by New York law,
as the same may be modified by United States law of general application and shall not be less than 0.000%.


 


“EURIBOR,”
with respect to any Interest Determination Date, will be the offered rate for deposits of euros having a maturity of three months
that appears on “Reuters Page EURIBOR 01” at approximately 11:00 a.m., Brussels time, on such Interest Determination
Date. If on an Interest Determination Date, such rate does not appear on the “Reuters Page EURIBOR 01” as of 11:00
a.m., Brussels time, or if “Reuters Page EURIBOR 01” is not available on such date, the Calculation Agent will obtain
such rate from Bloomberg L.P.’s page “BBAM.” If no offered rate appears on “Reuters Page EURIBOR 01”
or Bloomberg L.P.’s page “BBAM” on an Interest Determination Date, EURIBOR will be determined for such Interest
Determination` Date on the basis of the rates at approximately 11:00 a.m., Brussels time, on such Interest Determination Date at
which deposits in euros are offered to prime banks in the euro-zone inter-bank market by the principal euro-zone office of each
of four major banks in such market selected and identified by the Company (the “Reference Banks”), for a term of three
months commencing on the applicable Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative
for a single transaction in euros in such market at such time. The Company will ensure the Calculation Agent is provided with the
complete contact details of the relevant personnel at each of the Reference Banks that it will be required to contact in order
to obtain the relevant Interest Rate. The Calculation Agent will request the principal euro-zone office of each of such banks to
provide a quotation of its rate. If at least two such quotations are provided, EURIBOR for the related Interest Period will be
the arithmetic mean (rounded upwards) of such



    	4



    	



    

quotations. If fewer than two such quotations are provided, EURIBOR
for such Interest Period will be the arithmetic mean (rounded upwards) of the rates quoted at approximately 11:00 a.m., Brussels
time, on such Interest Determination Date by three major banks in the euro- zone, selected and identified by the Company, for loans
in euros to leading European banks, for a term of three months, commencing on the applicable Interest Reset Date and in a principal
amount of not less than €1,000,000 that is representative for a single transaction in such market at such time; provided,
however, that if the banks so selected are not quoting as mentioned above, the then-existing EURIBOR rate will remain in effect
for such Interest Period, or, if none, the Interest Rate will be the initial interest rate.


 


All percentages resulting
from any calculation of any Interest Rate for the Securities of this series will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all euro amounts will be rounded to the nearest cent, with one-half cent being
rounded upward. The amount of interest payable in respect of each Security of this series will be calculated by applying the applicable
Interest Rate for such Interest Period to the outstanding principal amount of such Securities, multiplying the product by the actual
number of days in the related Interest Period and dividing by 360. Each calculation of the Interest Rate on the Securities of this
series by the Calculation Agent will (in the absence of manifest error) be final and binding on the Company, the Trustee and the
Holders of the Securities of this series. Upon the request of any Holder of the Securities of this series, the Calculation Agent
will provide the Interest Rate then in effect and, if determined, the Interest Rate that will become effective on the next Interest
Reset Date.


 


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


 


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



    	5



    	



    

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


 


Dated: May 28, 2015


 


	 	GENERAL ELECTRIC COMPANY
	 	 	 
	 	By:	 
	 	Name: 	Daniel C. Janki
	 	Title:    	Senior Vice President and Treasurer


 

	Attest:	 
	 	 	 
	Name: Aun Singapore	 
	Title:   Attesting Secretary




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FORM OF REVERSE OF SECURITY


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of October 9, 2012 (herein called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal
amount to €650,000,000; provided, however, that the authorized aggregate principal amount of the Securities of this
series may be increased above such amount by a Board Resolution to such effect; provided further, that additional Securities
of this series may not be issued under the same ISIN number and/or any other identifying number unless such additional Securities
and the original Securities of this series are fungible for U.S. federal income tax purposes; and provided further, that
additional Securities of this series will rank equally and ratably with this series in all respects, or in all respects except
for the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date
of those additional Securities.


 


Payment of Additional Amounts


 


Subject to the exceptions
and limitations set forth below, the Company shall pay to or on account of a beneficial owner of a Security of this series who
is not a United States Person (as defined below) such additional amounts as may be necessary to ensure that every net payment of
the principal of and interest on the Securities of this series, after withholding or deduction for or on account of any present
or future tax, assessment or other governmental charge imposed upon or as a result of such payment, by the United States or any
political subdivision or taxing authority of the United States, will not be less than the amount that would have been payable had
no such deduction or withholding been required; provided, however, that the Company will not pay additional amounts for
or on account of:


 


(a) any such tax, assessment or other governmental charge which would not have been so imposed but for (i) the
existence of any present or former connection between the Holder or beneficial owner of a Security of this series (or between a
fiduciary, settlor, beneficiary, member or shareholder of such person, if such person is an estate, a trust, a partnership or a
corporation) and the United States, including, without limitation, such person (or such fiduciary, settlor, beneficiary, member
or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present
therein or having, or having had, a permanent establishment therein or (ii) the presentation, where required, by the Holder of
any such Security for payment on a date more than 15 calendar days after the date on which such payment became due and payable
or the date on which payment thereof is duly provided for, whichever occurs later;


 


(b) any estate, inheritance, gift, sales, transfer
or personal property tax or any similar tax, assessment or governmental charge;





    	7



    	



    



(c) any tax, assessment
or other governmental charge imposed by reason of the Holder or beneficial owner’s past or present status as a personal holding
company or foreign personal holding company or controlled foreign corporation or passive foreign investment company for U.S. federal
income tax purposes or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation
or other tax-exempt organisation;


 


(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding
from payments on or in respect of any Security of this series;


 


(e) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning
the nationality, residence or identity of the Holder or beneficial owner of such Security, if such compliance is required by statute
or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition
to relief or exemption from such tax, assessment or other governmental charge;


 


(f) any tax, assessment or other governmental charge
that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which
the Holder or beneficial owner holds any Security of this series or through which payment on such Security is made) to comply with
any certification, information, identification, documentation or other reporting requirements (including entering into and complying
with an agreement with the Internal Revenue Service) imposed pursuant to, or complying with any requirements imposed under an intergovernmental
agreement entered into between the United States and the government of another country in order to implement the requirements of,
Sections 1471 through 1474 of the Internal Revenue Code as in effect on the date of issuance of the Securities of this series or
any successor or amended version of these provisions, to the extent such successor or amended version is not materially more onerous
to comply with than these provisions as enacted on such date;


 


(g) any tax, assessment or other governmental charge imposed by reason
of such beneficial owner’s past or present status as the actual or constructive owner of 10% or more of the total combined
voting power of all classes of stock entitled to vote of the Company or as a direct or indirect affiliate of the Company;


 


(h) any
tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Security
of this series upon presentation of such Security, where required, if such payment can be made without such deduction or withholding
upon presentation of such Security, where required, to any other Paying Agent; or


 


(i) any combination of two or more of items (a),
(b), (c), (d), (e), (f), (g) and (h),


 


nor shall additional amounts be paid with respect to any payment on a Security of this series
to a United States Alien Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in
the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial
owner who would not have been entitled to the additional amounts






    	8



    	



    



had such beneficiary, settlor, member or beneficial owner been the Holder
of such Security. Except as specifically provided above, no payment will be required for any tax, assessment or other governmental
charge imposed by any governmental or political subdivision or taxing authority of or in any government or political subdivision.


 


As used herein, the
term “United States” means the United States of America, the states of the United States, and the District of Columbia,
and the term “United States Person” means any individual who is a citizen or resident of the United States for United
States federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject
to United States federal income taxation regardless of its source.


 


The term “United
States Alien Holder” means any beneficial owner of a Security of this series that is not, for United States federal income
tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organised
in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United
States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial
decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated
as a United States Person.


 


To the extent permitted
by law, the Company will maintain a paying agent in a Member State of the European Union (if any) that will not require withholding
or deduction of tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing
or complying with, or introduced to conform to, such European Council Directive.


 


If, as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States or of
any political subdivision or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, an
official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is
announced and becomes effective on or after May 28, 2015, the Company becomes or will become obligated to pay additional amounts
as described above under the heading “Payment of Additional Amounts” with respect to the Securities of this series,
then the Company may at any time at the Company’s option redeem, in whole, but not in part, the Securities of this series
on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, together
with any accrued and unpaid interest and additional amounts on the Securities of this series to, but not including, the Redemption
Date. If the Company exercises its option to redeem the Securities of this series pursuant to this paragraph, it shall deliver
to the Trustee an Officer’s Certificate stating that it is entitled to redeem the Securities of this series and an opinion
of independent tax counsel to the effect that the circumstances described in this paragraph exist.






    	9



    	



    



Unless the Company
defaults on the payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the principal
amount of this Security to be redeemed.


 


In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof. In the event of redemption of this Security in part
only, Section 1103 of the Indenture shall apply, provided that if this Security is represented by one or more Global Securities,
beneficial interests in this Security shall be selected for redemption by Euroclear and Clearstream in accordance with their respective
standard procedures therefor, provided further, however, that no Securities of this series of a principal amount of €100,000
or less shall be redeemed in part.


 


The Indenture contains
provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. For purposes of the
defeasance and covenant defeasance provisions, German government securities shall be used instead of United States government securities
in respect of payments due in euros on the Securities of this series.


 


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


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of all series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all
series to be affected, treated as one class. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the






    	10



    	



    



Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective
due dates expressed or provided for herein.


 


No reference herein
to the Indenture and no provision of this Security 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 Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer
or exchange, but the Company and the Security Registrar 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 Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


Except in the limited
circumstances described in Section 305 of the Indenture, this Security shall be issued in the form of one or more Global Securities
and a common depositary for the accounts of Euroclear and Clearstream shall be the Depositary for such Global Security or Securities.
Clause 2(A)(iii) of the eighth paragraph of Section 305 of the Indenture shall be inapplicable to this Security.


 


The Securities of
this series are issuable only in registered form without coupons in minimum denominations of €100,000 and any integral multiples
of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


 


Notices to Holders
of the Securities of this series will be sent by mail or email to the registered Holders, or otherwise in accordance with the procedures
of the applicable depositary.





    	11



    	



    





All terms used in
this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


THE INDENTURE AND
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.



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CERTIFICATE OF AUTHENTICATION


 


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


 


	Date: May 28, 2015	The Bank of New York Mellon,
	 	As Trustee
	 	 
	 	By: 	 
	 	 	Authorized Signatory