exv4w1



 





Exhibit 4.1




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



	 	 	 
	Certificate No.: 1

	 	CUSIP No.: 637432 HT5
	ISIN No.: US637432HT56
	 	 
	PRINCIPAL AMOUNT: $500,000,000
	 	 
	MATURITY DATE: April 10, 2017
	 	 
	ISSUE DATE: April 10, 2007

	 	CERTIFICATE INTEREST RATE: 5.45%






5.45% COLLATERAL TRUST BOND DUE 2017




          National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative
association (hereinafter called 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
CEDE & CO., or registered assigns, the principal sum of $500,000,000 on the Maturity Date set forth
above; and to pay interest thereon from the Issue Date set forth above at the Certificate Interest
Rate set forth above, until the principal hereof is paid or made available for payment.




          Interest on the Bonds will be payable on April 10 and October 10 of each year commencing on
October 10, 2007 to the persons in whose names such Bonds are registered at the close of business
on the fifteenth calendar day preceding the payment date, or if not a business day, the next
succeeding business day. Interest on the Bonds will accrue from and including the date of issue or
from and including the last date in respect of which interest has been paid, as the case may be,
to, but excluding, the relevant interest payment date, date of redemption or the date of maturity,

 











 







as the case may be. Interest on the Bonds will be computed on the basis of a 360-day year of
twelve 30-day months.




          If any of the interest payment dates or the maturity date falls on a day that is not a
Business Day, the payment of interest or principal will be postponed to the next succeeding
Business Day, but the payment made on such dates will be treated as being made on the date payment
was first due and the holders of the Bonds will not be entitled to any further interest or other
payments with respect to such postponements.




          Reference is hereby made to the further provisions of this Bond 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 or on behalf of U.S. Bank
National Association, the successor Trustee under such Indenture, or its successor thereunder, by
manual signature, this Bond shall not be entitled to any benefit under such Indenture, or be valid
or obligatory for any purpose.




 









 








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




	 	 	 	 	 
	 	NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Steven L. Lilly 	 
	 	 	Senior Vice President, Financial

Services & Chief Financial Officer 	 
	 



(Seal)




Attest:




	 	 	 	 	 	 
	By:	 	 	 	 
	 

	 	 	 	 





Trustee’s Certificate of
Authentication

This is one of the Bonds

of the series designated therein,

described in the within-

mentioned Indenture




Dated:




By: U.S. BANK NATIONAL ASSOCIATION, 
       Trustee




	 	 	 	 	 
	By:	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Officer	 	 






 









 






REVERSE OF BOND




          This Bond is one of an authorized issue of Bonds of the Company known as its “5.45% Collateral
Trust Bonds due 2017”, issued and to be issued in one or more series under, and all equally and
ratably secured (except as any sinking or other fund may afford additional special security for the
Bonds of any particular series) by, an Indenture dated as of February 15, 1994 (as amended,
supplemented and modified and in effect from time to time, the “Indenture”), executed by the
Company to U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term
includes any successor Trustee under the Indenture), to which Indenture reference is hereby made
for a description of the nature and extent of the securities and other property assigned, pledged,
transferred and mortgaged thereunder the rights of the Holders of said Bonds and of the Trustee and
of the Company in respect of such security, and the terms upon which said Bonds are to be
authenticated and delivered.




          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
Bonds under the Indenture at any time by the Company with the consent of the Holders of not less
than a majority in aggregate principal amount of the Bonds at the time Outstanding as defined in
the Indenture. The Indenture also permits, with certain exceptions as therein provided, amendment
of the terms of Mortgage Notes pledged under the Indenture, and Mortgages and Loan Agreements
pursuant to which they were issued, at any time by the Company with the consent of the Holders of
not less than a majority in aggregate principal amount of the Bonds at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the Holders of all Bonds, 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 Bond shall be conclusive and binding upon such Holder
and upon all future Holders of this Bond and of any Bond issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon
this Bond.




          As provided in the Indenture, said Bonds are issuable in series which may vary as in said
Indenture provided or permitted. This Bond is one of a series entitled 5.45% Collateral Trust
Bonds due 2017.




          The Company may redeem the Bonds in whole or in part at any time, at a “make-whole” redemption
price equal to the greater of (1) the principal amount being redeemed or (2) the sum of the present
values of the remaining scheduled payments of the principal and interest (other than accrued
interest) on the Bonds being redeemed, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis
points for the Bonds, plus in each case accrued interest to the redemption date.




          If the Company elects to redeem less than all of the Bonds, and such Bonds are at the time
represented by a global security, then the depositary will select by lot the particular interest to
be redeemed. If the Company elects to redeem less than all of the Bonds, and such Bonds are not
represented by a global security, then the Trustee will select the particular Bonds to be redeemed
in a manner it deems appropriate and fair.




          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
date of redemption to each holder of the Bonds to be redeemed. Unless the Company defaults in
payment of the redemption price, on and after the date of redemption, interest will cease to accrue
on such Bonds or the portions called for redemption.




 









 








          If an Event of Default, as defined in the Indenture, shall occur, the principal of this Bond
may become or be declared due and payable, in the manner and with the effect provided in the
Indenture.




          This Bond is transferable by the registered owner hereof in person or by attorney authorized
in writing at the office or agency of the Company referred to on the face hereof and at such other
offices or agencies as may be maintained for such purpose, upon surrender of this Bond, and upon
any such transfer a new Bond for the same series, for the same aggregate principal amount, will be
issued to the transferee in exchange hereof.




          The Bonds of this series are issuable only as registered Bonds without coupons in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in, and
subject to the provisions of, the Indenture, Bonds of this series are exchangeable for other Bonds
of this series of a different authorized denomination or denominations, as requested by the Holder
surrendering the same.




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




          Prior to due presentment for transfer at any office or agency of the Company designated for
such purpose, the Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes whether or not this Bond be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




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




          The following terms shall have the following meanings:




          “Business Day” means any day other than a Saturday or Sunday, and a day that is not a day on
which banks are generally authorized or required by law or executive order to be closed in the City
of New York, New York or the District of Columbia.




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




          “Comparable Treasury Price’’ means, for any redemption date, (1) the average of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding the redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities’’ or (2) if that
release (or any successor release) is not published or does not contain those prices on that
Business Day, (A) the average of the Reference Treasury Dealer Quotations for the redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for that redemption
date, or (B) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the
average of all the Reference Treasury Dealer Quotations obtained.




          “Independent Investment Banker’’ means one of the Reference Treasury Dealers appointed by the
trustee after consultation with the Company.




 









 








          “Reference Treasury Dealer’’ means (1) each of Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and UBS Securities LLC and their respective successors; provided,
however, that if any of them ceases to be a primary U.S. Government securities dealer in the United
States, the Company will appoint another primary U.S. Government securities dealer as a substitute
and (2) any other U.S. Government securities dealers selected by the Company.




          “Reference Treasury Dealer Quotations’’ means, for each Reference Treasury Dealer and any
redemption date, the average, as determined by the trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time on the
third business day preceding the redemption date for the bonds being redeemed.




          “Treasury Rate’’ means, for any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the redemption date.




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





 









 





ASSIGNMENT




          For value received the undersigned sells, assigns and transfers unto (name, address including
zip code and taxpayer I.D. or Social Security number of assignee)                                                                                                                         the within Certificate and does hereby irrevocably constitute and
appoint                                                                                 
 attorney to transfer the said Certificate on the books kept for
registration thereof with full power of substitution on the premises.




Dated:                     




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor 	 
	 	 	 	 



 









 








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



	 	 	 
	Certificate No.: 2

	 	CUSIP No.: 637432 HT5
	ISIN No.: US637432HT56
	 	 
	PRINCIPAL AMOUNT: $70,000,000
	 	 
	MATURITY DATE: April 10, 2017
	 	 
	ISSUE DATE: April 10, 2007

	 	CERTIFICATE INTEREST RATE: 5.45%






5.45% COLLATERAL TRUST BOND DUE 2017




          National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative
association (hereinafter called 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
CEDE & CO., or registered assigns, the principal sum of $70,000,000 on the Maturity Date set forth
above; and to pay interest thereon from the Issue Date set forth above at the Certificate Interest
Rate set forth above, until the principal hereof is paid or made available for payment.




          Interest on the Bonds will be payable on April 10 and October 10 of each year commencing on
October 10, 2007 to the persons in whose names such Bonds are registered at the close of business
on the fifteenth calendar day preceding the payment date, or if not a business day, the next
succeeding business day. Interest on the Bonds will accrue from and including the date of issue or
from and including the last date in respect of which interest has been paid, as the case may be,
to, but excluding, the relevant interest payment date, date of redemption or the date of maturity,



 









 







as the case may be. Interest on the Bonds will be computed on the basis of a 360-day year of
twelve 30-day months.



          If any of the interest payment dates or the maturity date falls on a day that is not a
Business Day, the payment of interest or principal will be postponed to the next succeeding
Business Day, but the payment made on such dates will be treated as being made on the date payment
was first due and the holders of the Bonds will not be entitled to any further interest or other
payments with respect to such postponements.




          Reference is hereby made to the further provisions of this Bond 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 or on behalf of U.S. Bank
National Association, the successor Trustee under such Indenture, or its successor thereunder, by
manual signature, this Bond shall not be entitled to any benefit under such Indenture, or be valid
or obligatory for any purpose.




 









 








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




	 	 	 	 	 
	 	NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Steven L. Lilly 	 
	 	 	Senior Vice President, Financial

Services & Chief Financial Officer 	 
	 



	 	 	 	 	 
	(Seal)



 



Attest:

 	 	 
	By:  	 	 	 
	 	 	 	 
	Trustee’s Certificate of
Authentication

This is one of the Bonds
of the series designated therein,
described in the within-mentioned Indenture
 	 	 
	 
	Dated:
 	 	 
	By:  	U.S. BANK NATIONAL ASSOCIATION, Trustee
 	 	 
	 
	By:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 
	 




 









 








REVERSE OF BOND




          This Bond is one of an authorized issue of Bonds of the Company known as its “5.45% Collateral
Trust Bonds due 2017”, issued and to be issued in one or more series under, and all equally and
ratably secured (except as any sinking or other fund may afford additional special security for the
Bonds of any particular series) by, an Indenture dated as of February 15, 1994 (as amended,
supplemented and modified and in effect from time to time, the “Indenture”), executed by the
Company to U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term
includes any successor Trustee under the Indenture), to which Indenture reference is hereby made
for a description of the nature and extent of the securities and other property assigned, pledged,
transferred and mortgaged thereunder the rights of the Holders of said Bonds and of the Trustee and
of the Company in respect of such security, and the terms upon which said Bonds are to be
authenticated and delivered.





          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
Bonds under the Indenture at any time by the Company with the consent of the Holders of not less
than a majority in aggregate principal amount of the Bonds at the time Outstanding as defined in
the Indenture. The Indenture also permits, with certain exceptions as therein provided, amendment
of the terms of Mortgage Notes pledged under the Indenture, and Mortgages and Loan Agreements
pursuant to which they were issued, at any time by the Company with the consent of the Holders of
not less than a majority in aggregate principal amount of the Bonds at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the Holders of all Bonds, 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 Bond shall be conclusive and binding upon such Holder
and upon all future Holders of this Bond and of any Bond issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon
this Bond.



          As provided in the Indenture, said Bonds are issuable in series which may vary as in said
Indenture provided or permitted. This Bond is one of a series entitled 5.45% Collateral Trust
Bonds due 2017.




          The Company may redeem the Bonds in whole or in part at any time, at a “make-whole” redemption
price equal to the greater of (1) the principal amount being redeemed or (2) the sum of the present
values of the remaining scheduled payments of the principal and interest (other than accrued
interest) on the Bonds being redeemed, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis
points for the Bonds, plus in each case accrued interest to the redemption date.




          If the Company elects to redeem less than all of the Bonds, and such Bonds are at the time
represented by a global security, then the depositary will select by lot the particular interest to
be redeemed. If the Company elects to redeem less than all of the Bonds, and such Bonds are not
represented by a global security, then the Trustee will select the particular Bonds to be redeemed
in a manner it deems appropriate and fair.




          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
date of redemption to each holder of the Bonds to be redeemed. Unless the Company defaults in
payment of the redemption price, on and after the date of redemption, interest will cease to accrue
on such Bonds or the portions called for redemption.




 









 








          If an Event of Default, as defined in the Indenture, shall occur, the principal of this Bond
may become or be declared due and payable, in the manner and with the effect provided in the
Indenture.




          This Bond is transferable by the registered owner hereof in person or by attorney authorized
in writing at the office or agency of the Company referred to on the face hereof and at such other
offices or agencies as may be maintained for such purpose, upon surrender of this Bond, and upon
any such transfer a new Bond for the same series, for the same aggregate principal amount, will be
issued to the transferee in exchange hereof.




          The Bonds of this series are issuable only as registered Bonds without coupons in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in, and
subject to the provisions of, the Indenture, Bonds of this series are exchangeable for other Bonds
of this series of a different authorized denomination or denominations, as requested by the Holder
surrendering the same.




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




          Prior to due presentment for transfer at any office or agency of the Company designated for
such purpose, the Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes whether or not this Bond be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




 









 








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




          The following terms shall have the following meanings:




          “Business Day” means any day other than a Saturday or Sunday, and a day that is not a day on
which banks are generally authorized or required by law or executive order to be closed in the City
of New York, New York or the District of Columbia.




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




          “Comparable Treasury Price’’ means, for any redemption date, (1) the average of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding the redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities’’ or (2) if that
release (or any successor release) is not published or does not contain those prices on that
Business Day, (A) the average of the Reference Treasury Dealer Quotations for the redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for that redemption
date, or (B) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the
average of all the Reference Treasury Dealer Quotations obtained.




 









 








          “Independent Investment Banker’’ means one of the Reference Treasury Dealers appointed by the
trustee after consultation with the Company.




          “Reference Treasury Dealer’’ means (1) each of Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and UBS Securities LLC and their respective successors; provided,
however, that if any of them ceases to be a primary U.S. Government securities dealer in the United
States, the Company will appoint another primary U.S. Government securities dealer as a substitute
and (2) any other U.S. Government securities dealers selected by the Company.




          “Reference Treasury Dealer Quotations’’ means, for each Reference Treasury Dealer and any
redemption date, the average, as determined by the trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time on the
third business day preceding the redemption date for the bonds being redeemed.




          “Treasury Rate’’ means, for any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the redemption date.




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




 









 





ASSIGNMENT




          For value received the undersigned sells, assigns and transfers unto (name, address including
zip code and taxpayer I.D. or Social Security number of assignee)                                                                                                                         the within Certificate and does hereby irrevocably constitute and
appoint                                                                                 
 attorney to transfer the said Certificate on the books kept for
registration thereof with full power of substitution on the premises.




Dated:                     




	 	 	 	 	 
	 	 	 
	 	 	 
	 	Signature by or on behalf of Assignor