EXHIBIT
      4.4

     

    


    [FORM
      OF FACE OF SECURITY]


     

    TEMPORARY
      GLOBAL FIXED RATE SENIOR BEARER NOTE

     

    


     

    
      
        	
                BEARER  

              	
                BEARER

              
	
                No.
                  TGFXR

              	 


      

    

    


     

    ANY
      UNITED
      STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
      THE
      UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
      165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

    UNLESS
      AND
      UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL
      BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
      DEPOSITARY (WHICH FOR THIS PURPOSE INCLUDES ANY COMMON SAFE-KEEPER) TO A 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.

     

    THIS
      NOTE
      HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND EXCHANGE
      LAW
      OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
      INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
      TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY CORPORATION
      OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR THE
      RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF
      JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
      AND
      OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
      OTHER
      RELEVANT LAWS AND REGULATIONS OF JAPAN.1

     

     

    ________________  
      1
        If this Note is
        offered in Japan or denominated in Japanese Yen, appropriate legends need
        to be
        added.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    


    MORGAN
      STANLEY

    GLOBAL-MEDIUM
      TERM NOTE, SERIES [G/H]

    Temporary
      Global Fixed Rate Senior Bearer Note

     

    


    
      	
              ORIGINAL
                ISSUE DATE:

            	
              INITIAL
                REDEMPTION DATE:

            	
              INTEREST
                RATE:

            	
              MATURITY
                DATE:

            
	
              INTEREST
                ACCRUAL DATE:

            	
              INITIAL
                REDEMPTION PERCENTAGE:

            	
              INTEREST
                PAYMENT 

              DATE(S):

            	
              OPTIONAL
                REPAYMENT 

              DATE(S):

            
	
              SPECIFIED
                CURRENCY:

            	
              ANNUAL
                REDEMPTION PERCENTAGE REDUCTION:

            	
              EUROCLEAR
                NO.:

            	
              MINIMUM
                DENOMINATIONS:

            
	
              EXCHANGE
                RATE AGENT:

            	
              REDEMPTION
                NOTICE PERIOD:2

            	
               CLEARSTREAM
                NO.:

            	
              APPLICABILITY
                OF MODIFIED PAYMENT UPON ACCELERATION OR REDEMPTION:

            
	
              INITIAL
                OFFERING DATE:

            	
              EXCHANGE
                FOR REGISTERED NOTES: [NO]3

            	
              COMMON
                CODE:

            	
              If
                yes, state Issue Price:

            
	
              NEW
                GLOBAL NOTE (“NGN”):

              [YES/NO]4

            	
              IF
                THIS IS AN NGN, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW
                ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND MONETARY
                POLICY OPERATIONS:

                      [YES]4

            	
              ISIN:

            	
              ORIGINAL
                YIELD TO MATURITY:

            
	
               OTHER
                PROVISIONS:

            	 	 	 


    

    


    Morgan
      Stanley, a Delaware corporation (together with its successors and assigns,
      the
“Issuer”), for value received, hereby promises to pay to
      bearer, upon surrender hereof, the principal amount specified in Schedule A
      hereto, or, if this Note is intended to be an NGN, the aggregate principal
      amount from time to time entered in the records of both Euroclear Bank S.A./N.V.
      and Clearstream Banking, société anonyme (together, the “Relevant Clearing
      Systems”), on the Maturity Date specified above (except to the extent previously
      redeemed or 

     

     

    
      
        ________________________

        2  Applicable
          if other than 30-60 calendar days. Consult with Euroclear or Clearstream
          if a
          shorter redemption is requested. A minimum of 10 calendar days may be
          possible.

      

        
        3  Unless
          explicitly stated otherwise in term sheet, MS practice has been to exclude
          this
          option.

      

        
        4
          To be Eurosystem
          eligible, NGNs must also be denominated in euro, listed (Series G) and
          must meet
          certain other criteria established by the European Central
          Bank.

      

    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    repaid)
      and to pay interest thereon at the Interest Rate per annum specified above
      from
      and including the Interest Accrual Date specified above until but excluding
      the
      date the principal amount is paid or duly made available for payment (except
      as
      provided below), weekly, monthly, quarterly, semi-annually or annually in
      arrears on the Interest Payment Dates specified above in each year commencing
      on
      the Interest Payment Date next succeeding the Interest Accrual Date specified
      above, and at maturity (or on any redemption or repayment date); provided,
      however, that if the Interest Accrual Date occurs fifteen calendar days or
      less prior to the first Interest Payment Date occurring after the Interest
      Accrual Date, interest payments will commence on the second Interest Payment
      Date succeeding the Interest Accrual Date.  If this Note is intended
      to be an NGN, the records of the Relevant Clearing Systems (which, in this
      Note,
      means the records that each Relevant Clearing System holds for its customers
      to
      reflect the amount of such customer s’ interests in this Note) shall be
      conclusive evidence of the aggregate principal amount of this Note and, for
      these purposes, a statement issued by a Relevant Clearing System (which
      statement shall be made to the Issuer, to the Trustee, to the Principal Paying
      Agent or to the bearer of this Note on request) stating the aggregate principal
      amount of this Note shall be conclusive of the records of the Relevant Clearing
      Systems at that time.

     

    Interest
      on this Note will accrue from and including the most recent Interest Payment
      Date to which interest has been paid or duly provided for, or, if no interest
      has been paid or duly provided for, from and including the Interest Accrual
      Date, until but excluding the date the principal amount hereof has been paid
      or
      duly made available for payment.  Upon any payment of interest on this
      Note, the Principal Paying Agent (as defined below) shall, (i) if this Note
      is
      not intended to be an NGN, cause Schedule A of this Note to be endorsed to
      reflect such payment, or, (ii) if this Note is intended to be an NGN, cause
      the
      payment to be entered pro rata in the records of the Relevant Clearing
      Systems.  No payment on this Note will be made at any office or agency
      of the Issuer in the United States or by check mailed to an address in the
      United States (as defined below) or by wire transfer to an account maintained
      by
      the holder of this Note with a bank in the United States except as may be
      permitted under United States federal tax laws and regulations then in effect
      without adverse tax consequences to the Issuer.  Notwithstanding the
      foregoing, in the event that payment in U.S. dollars of the full amount payable
      on this Note at the offices of all paying agents would be illegal or effectively
      precluded as a result of exchange controls or similar restrictions, payment
      on
      this Note will be made by a paying agency in the United States, if such paying
      agency, under applicable law and regulations, would be able to make such
      payment.  Notwithstanding any other provision of this Note, no payment
      of principal or interest shall be made on any portion of this Note unless there
      shall have been delivered to the Principal Paying Agent a certificate
      substantially in the form of Exhibit A hereto with respect to the portion of
      this Note with respect to which such principal or interest is to be
      paid.  Such certificate shall have been delivered to the Principal
      Paying Agent by Euroclear Bank S.A./N.V., as operator of the Euroclear System
      (“Euroclear”), and Clearstream Banking, société
anonyme (“Clearstream, Luxembourg”), and/or any other
      relevant clearing system (including Euroclear France) as the case may be, and
      shall be based on a certificate substantially in the form of Exhibit B hereto
      provided to Euroclear, Clearstream, Luxembourg and/or any other relevant
      clearing system, as the case may be, by those of its account holders who are
      to
      receive such payment of principal or interest.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    This
      Note
      is issued in temporary global bearer form and represents all or a portion of
      a
      duly authorized issue of Global Medium-Term Notes, Series [G/H] (the
“Notes”), issued under a Senior Indenture, dated as of November
      1, 2004, between the Issuer and The Bank of New York (as successor to JPMorgan
      Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Trustee (the
      “Trustee,” which term includes any successor trustee under the
      Senior Indenture) (as supplemented by the First Supplemental Senior Indenture,
      dated as of September 4, 2007 and the Second Supplemental Senior Indenture,
      dated as of January 4, 2008, and as may be further amended or supplemented
      from
      time to time, the “Senior Indenture”), to which Senior
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights, limitations of rights, duties and immunities
      of the Issuer, the Trustee and holders of the Notes and the terms upon which
      the
      Notes are, and are to be, authenticated and delivered.  The Issuer has
      appointed The Bank of New York, London Branch (as successor to JPMorgan Chase
      Bank, N.A., London Branch), as its principal paying agent for the Notes (the
      “Principal Paying Agent,” which term includes any additional or
      successor Principal Paying Agent appointed by the Issuer).

     

    Except
      as
      otherwise provided herein, this Note is governed by the terms and conditions
      of
      the Permanent Global Fixed Rate Senior Bearer Note (the “Permanent
      Global Bearer Note”) to be issued in exchange for this Note, which
      terms and conditions are hereby incorporated by reference herein mutatis
      mutandis and shall be binding on the Issuer and the holder hereof as if
      fully set forth herein.  The form of the Permanent Global Bearer Note
      is attached hereto.

     

    This
      Note
      is exchangeable in whole or from time to time in part on or after the Exchange
      Date (as defined below) for an interest (equal to the principal amount of the
      portion of this Note being exchanged, and, if this Note is intended to be an
      NGN, recorded in the records of the Relevant Clearing Systems) in a single
      Permanent Global Bearer Note upon the request of Euroclear, Clearstream,
      Luxembourg and/or any other relevant clearing system, acting on behalf of the
      owner of a beneficial interest in this Note, to the Principal Paying Agent
      upon
      delivery to the Principal Paying Agent of a certificate substantially in the
      form of Exhibit A hereto with respect to the portion of this Note to be
      exchanged.  Such certificate shall have been delivered to the
      Principal Paying Agent by Euroclear, Clearstream, Luxembourg and/or any other
      relevant clearing system, as the case may be, and shall be based on a
      certificate substantially in the form of Exhibit B hereto provided
      to  Euroclear, Clearstream, Luxembourg and/or any other relevant
      clearing system, as the case may be, by those of its account holders having
      an
      interest in the portion hereof to be exchanged.  Notwithstanding the
      foregoing, if this Note is subject to a tax redemption as described on the
      reverse of the Permanent Global Bearer Note attached hereto, interests in this
      Note may be exchanged for interests in a Permanent Global Bearer Note on and
      after such redemption date as if such redemption date had been the Exchange
      Date, subject to receipt of the certificates described in the preceding
      sentence.  Upon exchange of any portion of this Note for an interest
      in a Permanent Global Bearer Note, the Principal Paying Agent shall, (i) if
      this
      Note is not intended to be an NGN, cause Schedule A of this Note to be endorsed
      to reflect the reduction of its principal amount by an amount equal to the
      aggregate principal amount being so exchanged, or, (ii) if this Note is intended
      to be an NGN, cause the details of such exchange to be entered in the records
      of
      the Relevant Clearing Systems.  Except as otherwise provided herein,
      until exchanged for a Permanent Global Bearer Note, this Note shall in all
      respects be 

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     

    entitled
      to the same benefits under the Senior Indenture as a duly authenticated and
      delivered Permanent Global Bearer Note.

     

    As
      used
      herein:

     

    (a)           the
      term “Exchange Date” means the date that is 40 calendar days
      after the date on which the Issuer receives the proceeds of the sale of this
      Note (the “Closing Date”), provided that if an
      interest represented by this Note is held by Morgan Stanley & Co.
      International plc, or any other manager participating in the distribution of
      the
      tranche of Notes of which this Note forms a part, as part of an unsold allotment
      or subscription more than 40 calendar days after the Closing Date for this
      Note,
      the Exchange Date with respect to such interest shall be the day after the
      date
      such interest is sold by Morgan Stanley & Co. International plc or such
      other manager, all as determined and notified to the Trustee by Morgan Stanley
      & Co. International plc or if Morgan Stanley & Co. International plc did
      not participate in the distribution of such tranche, by the Issuer.

     

    (b)           the
      term “United States” means the United States of America
      (including the States and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.

     

    All
      other
      terms used in this Note which are defined in the Senior Indenture and not
      otherwise defined herein shall have the meanings assigned to them in the Senior
      Indenture.

     

    Unless
      the
      certificate of authentication hereon has been executed by the Trustee by manual
      signature, and, if this Note is intended to be an NGN and will not be physically
      delivered to the entity appointed as common safe-keeper by the Relevant Clearing
      Systems (the “CSK”), unless this Note has been effectuated by the CSK, this Note
      shall not be entitled to any benefit under the Senior Indenture, as defined
      on
      the reverse hereof, or be valid or obligatory for any purpose.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    


    IN
      WITNESS
      WHEREOF, the Issuer has caused this Note to be duly executed.

     

    
      
        	
                DATED:

              	 	
                MORGAN
                  STANLEY

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                By:

              	 
	 	 	 	 	
                Name:

              	 
	 	 	 	 	
                Title:

              	 


      

      


      
        	
                TRUSTEE’S
                  CERTIFICATE
OF
                  AUTHENTICATION

                 

                This
                  is one of the Notes referred
to
                  in the within-mentioned
Senior
                  Indenture.

                 

                THE
                  BANK OF NEW YORK,
as
                  Trustee

                 

              	 
	
                By:

              	 	 
	 	
                Authorized
                  Signatory

              	 


      

      


      
 

      EFFECTUATION
        BY COMMON5

      SAFE-KEEPER

      


      This
        Note
        is effectuated.

      


      [COMMON
        SAFE-KEEPER]


      
        


        
          	
                  By:

                	 	 
	 	
                  [Authorized
                    Signatory]

                	 


        

         

      

    

    ______________  
      5
        An effectuation
        block is only applicable if this Temporary Global Fixed Rate Senior Bearer
        Note
        is intended to be an NGN and if a Note manually signed by the Issuer will
        not be
        physically delivered to the common safe-keeper.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
         

        
          
            	
                    [Not
                      Applicable]6

                  	
                    SCHEDULE
                      A7

                  


          

           

        

        SCHEDULE
          OF EXCHANGES

         

        The
          Initial Principal Amount of this Note is ______________.  The
          following payments of interest and exchanges of a part of this Note for
          an
          interest in a single Permanent Global Bearer Note have been made:

        
          	
                  
                     

                    Date
                      of Exchange or 

                    Interest
                      Payment

                  

                	 	
                  
                     

                    Payment
                      of Interest

                  

                	 	
                  
                     

                    Principal
                      Amount 

                    Exchanged
                      for 

                    Permanent
                      Global 

                    Bearer
                      Note

                  

                	 	
                  
                     

                    Remaining
                      Principal 

                    Amount
                      Outstanding 

                    Following
                      Such 

                    Exchange

                  

                	 	
                  
                     

                    Notation
                      Made by or on 

                    Behalf
                      of Principal 

                    Paying
                      Agent

                  

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


        

         

         

        
          
            ______________________

            6
              If Schedule A is not
              applicable, include “Not Applicable” and remove remainder of Schedule
              A

             

          

          
            7
              Applicable if this
              Temporary Global Fixed Rate Senior Bearer Note is not intended to be
              an
              NGN

             

          

        

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

        
EXHIBIT
          A

      

    

     

     

    [FORM
      OF CERTIFICATE TO BE GIVEN BY

    EUROCLEAR,
      CLEARSTREAM, LUXEMBOURG

    AND/OR
      ANY OTHER RELEVANT CLEARING SYSTEM]


     

    CERTIFICATE

     

    
      
        
          

        

      

    

    


    Morgan
      Stanley

    Global
      Medium-Term Notes, Series [G/H]


     

    Represented
      by Temporary Global Fixed Rate Senior Bearer Note No. __

     

    This
      is to
      certify that, based solely on certifications we have received in writing, by
      tested telex or by electronic transmission from member organizations appearing
      in our records as persons being entitled to a portion of the principal amount
      set forth below (our “Member Organizations”) substantially to
      the effect set forth in Appendix 2 to Exhibit B to the Euro Distribution
      Agreement relating to such Notes, as of the date hereof, __________ principal
      amount of the above-captioned Securities (i) is owned by persons that are not
      citizens or residents of the United States, domestic partnerships, domestic
      corporations or any other entity created or organized in or under the laws
      of
      the United States or any political subdivision thereof, an estate the income
      of
      which is subject to United States Federal income taxation regardless of its
      source or a trust if both (a) a court within the United States is able to
      exercise primary supervision over the administration of the trust and (b) one
      or
      more United States persons have the authority to control all substantial
      decisions of the trust (“United States persons”), (ii) is owned
      by United States persons that are (a) foreign branches of United States
      financial institutions (as defined in the applicable U.S. Treasury regulations)
      (“financial institutions”) purchasing for their own account or
      for resale, or (b) United States persons who acquired the Securities through
      foreign branches of United States financial institutions and who hold the
      Securities through such United States financial institutions on the date hereof
      (and in either case (a) or (b), each such United States financial institution
      has agreed, on its own behalf or through its agent, that we may advise the
      Issuer or the Issuer’s agent that it will comply with the requirements of
      Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986,
      as
      amended, and the regulations thereunder), or (iii) is owned by United States
      or
      foreign financial institutions for purposes of resale during the restricted
      period (as defined in the applicable U.S. Treasury regulations), and such United
      States or foreign financial institutions described in clause (iii) above
      (whether or not also described in clause (i) or (ii)) have certified that they
      have not acquired the Securities for purposes of resale directly or indirectly
      to a United States person or to a person within the United States or its
      possessions.  Any such certification by electronic transmission
      satisfies the requirements set forth in United States Treasury Regulations
      Section 1.163-5(c)(2)(i)(D)(3)(ii).  We will retain all certifications
      from our Member 

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

     

    Organizations
      for the period specified in United States Treasury Regulations Section
      1.163-5(c)(2)(i)(D)(3)(i).

     

    As
      used
      herein, “United States” means the United States of America
      (including the States and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.

     

    We
      further
      certify (i) that we are not making available herewith for exchange (or, if
      relevant, seeking to collect principal or interest with respect to) any portion
      of the temporary global Security representing the above-captioned Securities
      excepted in the above-referenced certificates of Member Organizations and (ii)
      that as of the date hereof we have not received any notification from any of
      our
      Member Organizations to the effect that the statements made by such Member
      Organizations with respect to any portion of the part submitted herewith (or,
      if
      relevant, with respect to which principal or interest is being requested) are
      no
      longer true and cannot be relied upon as of the date hereof.

     

    We
      understand that this certification is required in connection with certain tax
      laws and, if applicable, certain securities laws of the United
      States.  In connection therewith, if administrative or legal
      proceedings are commenced or threatened in connection with which this
      certification is or would be relevant, we irrevocably authorize you to produce
      this certification to any interested party in such proceedings.

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    


    Dated:  _______________,
      20__

    [To
      be
      dated no earlier than

    [insert
      date of Interest Payment Date prior to Exchange Date]

    [insert
      date of Redemption Date prior to Exchange Date]

    [insert
      Exchange Date]]

     

     

    
      
        	 	
                [EUROCLEAR
                  BANK S.A./N.V., as 
Operator of the Euroclear System]

                 

                [CLEARSTREAM
                  BANKING, 
SOCIÉTÉ ANONYME]

                 

                [OTHER]

                 

                 

              
	 	
                By:

              	 
	 	
                 
                    Name:

              
	 	
                 
                    Title:

              


      

       

    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      B

     

     

    [FORM
      OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

    HOLDER
      OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG

    AND/OR
      ANY OTHER RELEVANT CLEARING SYSTEM]

     

    CERTIFICATE

     

    
      
        
          

        

      

    

    


    Morgan
      Stanley

    Global
      Medium-Term Notes, Series [G/H]

     

    Represented
      by Temporary Global Fixed Rate Senior Bearer Note No. __

     

    This
      is to
      certify that as of the date hereof, and except as set forth below, the
      above-captioned Securities held by you for our account (i) are owned by
      person(s) that are not citizens or residents of the United States, domestic
      partnerships, domestic corporations or any other entity created or organized
      in
      or under the laws of the United States or any political subdivision thereof,
      an
      estate the income of which is subject to United States Federal income taxation
      regardless of its source, or a trust if both (a) a court within the United
      States is able to exercise primary supervision over the administration of the
      trust and (b) one or more United States persons have the authority to control
      all substantial decisions of the trust (“United States
      persons”), (ii) is owned by United States persons that are (a) foreign
      branches of United States financial institutions (as defined in the applicable
      U.S. Treasury regulations) (“financial institutions”)
      purchasing for their own account or for resale, or (b) United States persons
      who
      acquired the Securities through foreign branches of United States financial
      institutions and who hold the Securities through such United States financial
      institutions on the date hereof (and in either case (a) or (b), each such United
      States financial institution hereby agrees, on its own behalf or through its
      agent, that you may advise the Issuer or the Issuer’s agent that it will comply
      with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal
      Revenue Code of 1986, as amended, and the regulations thereunder), or (iii)
      are
      owned by United States or foreign financial institution(s) for purposes of
      resale during the restricted period (as defined in the applicable U.S. Treasury
      regulations), and in addition if the owner of the Securities is a United States
      or foreign financial institution described in clause (iii) above (whether or
      not
      also described in clause (i) or (ii)) such financial institution has not
      acquired the Securities for purposes of resale directly or indirectly to a
      United States person or to a person within the United States or its
      possessions.

     

    As
      used
      herein, “United States” means the United States of America
      (including the States and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.

     

    We
      undertake to advise you promptly by tested telex on or prior to the date on
      which you intend to submit your certification relating to the Securities held
      by
      you for our account in 

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

     

    accordance
      with your Operating Procedures if any applicable statement herein is not correct
      on such date, and in the absence of any such notification it may be assumed
      that
      this certification applies as of such date.

     

    This
      certification excepts and does not relate to [U.S. $]___________ of such
      interest in the above-captioned Securities in respect of which we are not able
      to certify and as to which we understand exchange for and delivery of definitive
      Securities (or, if relevant, exercise of any rights or collection of any
      principal or interest) cannot be made until we do so certify.

     

    We
      understand that this certification is required in connection with certain tax
      laws and, if applicable, certain securities laws of the United
      States.  In connection therewith, if administrative or legal
      proceedings are commenced or threatened in connection with which this
      certification is or would be relevant, we irrevocably authorize you to produce
      this certification to any interested party in such proceedings.

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
 

    Dated:  _______________,
      20__

    [To
      be
      dated no earlier than the 10th day before

    [insert
      date of Interest Payment Date prior to Exchange Date]

    [insert
      date of Redemption Date prior to Exchange Date]

    [insert
      Exchange Date]]

     

    
       

      
        
          	 	
                  [NAME
                    OF ACCOUNT HOLDER]

                   

                
	 	
                  By:

                	 
	 	
                   
                      (Authorized Signatory)

                  Name:

                
	 	
                   
                      Title:

                


        

         

      

    

     

     

    
      
        
        

      

      
        B-3