EXHIBIT
      4.5

     

    [FORM
      OF FACE OF SECURITY]


     

    PERMANENT
      GLOBAL FIXED RATE SENIOR BEARER NOTE

     

    
      	
              BEARER

            	
              BEARER

            	
               

            
	
              No.
                PGFXR

            	 	 


    

     

    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 FOR DEFINITIVE BEARER NOTES OR IN WHOLE OR IN
      PART FOR REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS
      A
      WHOLE BY THE DEPOSITARY (WHICH FOR THIS PURPOSE INCLUDES ANY COMMON SAFEKEEPER)
      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]

    Permanent
      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

            	
              PRICE
                APPLICABLE UPON OPTIONAL REPAYMENT:5

            	
              ISIN:

            	
              ORIGINAL
                YIELD TO MATURITY:

            
	
              IF
                THIS IS AN NGN, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW
                ELIGIBILITY AS COLLATERAL FOR 

            	
              OTHER
                PROVISIONS:

            	 	 


    

     

    
      ______________  
        2Applicable
          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.

      

        
        5
          Applies if this Note
          has optional repayment and is issued with original issue
          discount.

      

       

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                EUROSYSTEM
                  INTRA-DAY CREDIT AND MONETARY POLICY OPERATIONS:

                        [YES]4

              	
                 

              	 	 


      

    

     

    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]6 [Schedule A-1 hereto]7,
      or, if the face of this Note indicates that
      it 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 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 customers’ 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 such Relevant Clearing
      System 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 hereof has been paid or duly
      made available for payment (except as provided below).  The interest
      so payable, and punctually paid or duly provided for, on any Interest Payment
      Date will, subject to certain exceptions described herein, be paid to the holder
      of this Note at the office or agency of the Principal Paying Agent (this and
      certain other capitalized terms used herein are defined on the reverse of this
      Note) or at the office or agency of such other paying agents outside


     

    
      ________________

      6  Applies
        if this Note is not issued as part of, or in relation to, a Unit and is not
        intended to be an NGN.

       

      
        7  Applies
          if this Note is issued as part of, or in relation to, a
          Unit.

      

    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    the
      United
      States as the Issuer may determine for that purpose (each, a “Paying
      Agent,” which term shall include the Principal Paying
      Agent).

     

    Payment
      of
      the principal of this Note, any premium and the interest due at maturity (or
      on
      any redemption or repayment date) will be made upon presentation and surrender
      of this Note at the office or agency of the Principal Paying Agent or at the
      office of any Paying Agent.

     

    Payment
      of
      the principal of, premium, if any, and interest on this Note will be made in
      the
      Specified Currency indicated above, except as provided on the reverse
      hereof.  If this Note is denominated in U.S. dollars, any payment of
      the principal of, premium, if any, and interest on this Note will be made in
      such coin or currency of the United States as at the time of payment is legal
      tender for payment of public and private debts.  Such payments on this
      Note will be made either by a check mailed to an address outside the United
      States furnished by the payee or, at the option of the payee and subject to
      applicable laws and regulations and the procedures of the Paying Agent, by
      wire
      transfer of immediately available funds to an account maintained by the payee
      with a bank located outside the United States if appropriate wire transfer
      instructions have been received by the Paying Agent not less than 15 calendar
      days prior to the applicable payment date.  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.  If this Note is denominated in a Specified Currency other
      than U.S. dollars, then, except as provided on the reverse hereof, payment
      of
      the principal of, premium, if any, and interest on this Note will be made in
      such Specified Currency either by a check drawn on a bank outside the United
      States or, at the option of the payee and subject to applicable laws and
      regulations and the procedures of the Paying Agent, by wire transfer of
      immediately available funds to an account maintained by the payee with a bank
      located outside the United States.

     

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

     

    Unless
      the
      certificate of authentication hereon has been executed by the Trustee referred
      to on the reverse hereof 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.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     

    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 COMMON8

        SAFE-KEEPER

        


        This
          Note
          is effectuated.

        


        [COMMON
          SAFE-KEEPER]


        
          


          
            	
                    By:

                  	 	 
	 	
                    [Authorized
                      Signatory]

                  	 


          

        

      

    

     

    
_____________  

    8
      An effectuation
      block is only applicable if this Permanent 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.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    [FORM
      OF REVERSE OF SECURITY]

     

    This
      Note
      is one of a duly authorized issue of Global Medium-Term Notes, Series [G/H],
      having maturities more than nine months from the date of issue (the
“Notes”), of the Issuer.  The Notes are issuable
      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).  The terms of individual Notes
      may vary with respect to interest rates, interest rate formulas, issue dates,
      maturity dates, or otherwise, all as provided in the Senior
      Indenture.  To the extent not inconsistent herewith, the terms of the
      Senior Indenture are hereby incorporated by reference herein.

     

    Unless
      otherwise indicated on the face hereof, this Note will not be subject to any
      sinking fund and, unless otherwise indicated on the face hereof in accordance
      with the provisions of the following two paragraphs and except as set forth
      below, will not be redeemable or subject to repayment at the option of the
      holder prior to maturity.

     

    If
      so indicated on the face hereof,
      this Note may be redeemed in whole or in part at the option of the Issuer on
      or
      after the Initial Redemption Date specified on the face hereof on the terms
      set
      forth on the face hereof, together with interest accrued and unpaid hereon
      to
      the date of redemption (except as indicated below).  If this Note is
      subject to “Annual Redemption Percentage Reduction,” the Initial Redemption
      Percentage indicated on the face hereof will be reduced on each anniversary
      of
      the Initial Redemption Date by the Annual Redemption Percentage Reduction
      specified on the face hereof until the redemption price of this Note is 100%
      of
      the principal amount hereof, together with interest accrued and unpaid hereon
      to
      the date of redemption (except as provided below).  If the face hereof
      indicates that this Note is subject to “Modified Payment upon Acceleration or
      Redemption”, the amount of principal payable upon redemption will be limited to
      the aggregate principal amount hereof multiplied by the sum of the Issue Price
      specified on the face hereof (expressed as a percentage of the aggregate
      principal amount) plus the original issue discount accrued from the Interest
      Accrual Date to the date of redemption (expressed as a percentage of the
      aggregate principal amount), with the amount of original issue discount accrued
      being calculated using a constant yield method (as described
      below).  Notice of redemption shall be mailed to the holders of the
      Notes designated for redemption who have filed their names and addresses with
      the Principal Paying Agent, not less than 30 nor more than 60 days prior to
      the
      date fixed for redemption or within the Redemption Notice Period specified
      on
      the face hereof, subject to all the conditions and 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    provisions
      of the Senior Indenture.  Notice of redemption to all other holders of
      Notes shall be given in the manner set forth in “Notices” as defined below and,
      if by publication, shall be given once in each of three successive calendar
      weeks, the first publication to be not less than 30 nor more than 60 calendar
      days prior to the date set for redemption or within the Redemption Notice Period
      specified on the face hereof.  In the event of redemption of this Note
      in part only, the Principal Paying Agent shall (i) if this Note is not intended
      to be an NGN, cause Schedule [A] [A-1] of this Note to be endorsed to reflect
      the reduction of its principal amount by an amount equal to the aggregate
      principal amount of this Note so redeemed, or (ii) if this Note is intended
      to
      be an NGN, cause the details of such redemption to be entered in the records
      of
      the Relevant Clearing Systems, whereupon, in either case, the principal amount
      hereof shall be reduced for all purposes by the amount so redeemed and noted
      or
      recorded, as applicable.

    


    If
      this Note is redeemed in part but
      not in whole prior to maturity hereof, (i) if this Note is not intended to
      be an
      NGN, the Trustee shall select or cause to be selected, not more than 60 days
      prior to the redemption date, the portions of this Note for redemption from
      the
      outstanding aggregate principal amount of this Note not previously called for
      redemption by such method as the Trustee deems fair and appropriate, or (ii)
      if
      this Note is intended to be an NGN, the portion of this Note to be redeemed
      will
      be selected in accordance with the rules and procedures of Euroclear Bank
      S.A./N.V. and/or Clearstream Banking, société anonyme (to be reflected in the
      records of the Relevant Clearing Systems as either a pool factor or a reduction
      in nominal amount, at their discretion).

    


    If
      so indicated on the face of this
      Note, this Note will be subject to repayment at the option of the holder on
      the
      Optional Repayment Date or Dates specified on the face hereof on the terms
      set
      forth herein.  On any Optional Repayment Date, this Note will be
      repayable in whole or in part in increments of $1,000 or, if this Note is
      denominated in a Specified Currency other than U.S. dollars, in increments
      of
      1,000 units of such Specified Currency (provided that any remaining principal
      amount hereof shall not be less than the minimum authorized denomination hereof)
      at the option of the holder hereof at a price equal to 100% of the principal
      amount to be repaid, together with interest accrued and unpaid hereon to the
      date of repayment (except as provided below), provided that if the face
      hereof indicates that this Note is subject to “Modified Payment upon
      Acceleration or Redemption”, the amount of principal payable upon repayment will
      be limited to the aggregate principal amount hereof multiplied by the sum of
      the
      Issue Price specified on the face hereof (expressed as a percentage of the
      aggregate principal amount) plus the original issue discount accrued from the
      Interest Accrual Date to the date of repayment  (expressed as a
      percentage of the aggregate principal amount), with the amount of original
      issue
      discount accrued being calculated using a constant yield method (as described
      below).  For this Note to be repaid at the option of the holder
      hereof, the Principal Paying Agent must receive at its office in London, at
      least 15 but not more than 30 calendar days prior to the date of
      repayment, this Note with the form entitled “Option to Elect
      Repayment” below duly completed, or a telegram, telex, facsimile
      transmission or a letter from a member of a national securities exchange, or
      the
      Financial Industry Regulatory Authority, Inc. or a commercial bank or trust
      company in the United States, Western Europe or Japan setting forth the
      principal amount of the Note, the principal amount of the Note to be repaid,
      the
      certificate number or a description of the tenor and terms of this Note, a
      statement that the Option to Elect Repayment is being exercised and a guarantee
      that this Note to be repaid, together with the duly completed 

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    form
      entitled Option to Elect Repayment, will be received by the Principal Paying
      Agent not later than the fifth Business Day (as defined below) after the date
      of
      that telegram, telex, facsimile transmission or letter. However, the telegram,
      telex, facsimile transmission or letter shall only be effective if this Note
      and
      an Option to Elect Repayment form duly completed are received by the Principal
      Paying Agent by the fifth Business Day after the date of such telegram, telex,
      facsimile transmission or letter.  Exercise of such repayment option
      by the holder hereof shall be irrevocable.  In the event of repayment
      of this Note in part only, the Principal Paying Agent shall (i) if this Note
      is
      not intended to be an NGN, cause Schedule [A] [A-1] of this Note to be
      endorsed to reflect the reduction of its principal amount by an amount equal
      to
      the aggregate principal amount of this Note so repaid, or, (ii) if this Note
      is
      intended to be an NGN, cause the details of such repayment to be entered in
      the
      records of the Relevant Clearing Systems, whereupon, in either case, the
      principal amount hereof shall be reduced for all purposes by the amount so
      repaid and noted or recorded, as applicable.

    


    Interest
      payments on this Note will include interest accrued to but excluding the
      Interest Payment Dates or the Maturity Date (or any earlier redemption or
      repayment date), as the case may be.  Unless otherwise specified on
      the face hereof, interest payments for this Note will be computed and paid
      on
      the basis of a 360-day year of twelve 30-day months.

     

    In
      the
      case where the Interest Payment Date or the Maturity Date (or any redemption
      or
      repayment date) does not fall on a Business Day, payment of interest, premium,
      if any, or principal otherwise payable on such date need not be made on such
      date, but may be made on the next succeeding Business Day with the same force
      and effect as if made on the Interest Payment Date or on the Maturity Date
      (or
      any redemption or repayment date), and no interest on such payment shall accrue
      for the period from and after the Interest Payment Date or the Maturity Date
      (or
      any redemption or repayment date) to such next succeeding Business
      Day.

     

    This
      Note
      and all the obligations of the Issuer hereunder are direct, unsecured
      obligations of the Issuer and rank without preference or priority among
      themselves and pari passu with all other existing and future unsecured
      and unsubordinated indebtedness of the Issuer, subject to certain statutory
      exceptions in the event of liquidation upon insolvency.

     

    This
      Note
      is issued in permanent global bearer form without interest coupons attached
      (a
“Global Bearer Note”).  The beneficial owner of all
      or a portion of this Note may exchange its interest in this Note upon not less
      than 30 calendar days’ written notice to the Principal Paying Agent through the
      relevant clearing system, (i) if this Note is not intended to be an NGN, in
      whole, or, (ii) if this Note is intended to be an NGN, in whole or from time
      to
      time in part, for Notes in bearer form with interest coupons, if any, attached
      (the “Definitive Bearer Notes,” and, together with the Global
      Bearer Notes, the “Bearer Notes”) or, if so indicated on the
      face of this Note, at the beneficial owner’s option, in whole or from time to
      time in part, for Notes in fully registered form without coupons (the
“Registered Notes”), in each case, in the minimum denominations
      set forth on the face hereof or any amount in excess thereof which is an
      integral multiple of 1,000 units of the Specified Currency set forth on the
      face
      hereof.  Interests in this Note shall also be exchanged by the Issuer
      in whole, but not in part, for Definitive Bearer Notes, which shall be serially
      numbered, with coupons, if any, attached (or, if indicated on the face of this
      Note, at the beneficial owner’s option, for Registered Notes), of any authorized
      denominations if (i) this Note is accelerated following an Event of Default
      or
      (ii) either Euroclear 

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    Bank
      S.A./N.V., as operator of the Euroclear System (“Euroclear”),
      or Clearstream Banking, société anonyme (“Clearstream,
      Luxembourg”), or any other relevant clearing system (including
      Euroclear France) is closed for business for a continuous period of fourteen
      calendar days (other than by reason of public holidays) or announces an
      intention to cease business permanently or in fact does so.  The
      Issuer shall give notice to the Principal Paying Agent promptly following any
      such acceleration or upon learning of any such closure.  Any exchanges
      referred to above shall be made at the office of the Principal Paying Agent,
      or,
      in the case of Registered Notes, at the office of the transfer agent for the
      Registered Notes in London, which transfer agent will initially be The Bank
      of
      New York, London Branch (as successor to JPMorgan Chase Bank, N.A., London
      Branch), upon compliance with any procedures set forth in, or established
      pursuant to, the Senior Indenture; provided, however, that the Issuer
      shall not be required (i) to register the transfer of or exchange this Note
      for a period of fifteen calendar days preceding the first publication or other
      transmission, if applicable, of a Notice of redemption of all or any portion
      hereof or (ii) to register the transfer of or exchange any portion of this
      Note selected for redemption or surrendered for optional repayment, except
      that
      such portion of this Note may be exchanged for a Registered Note of like tenor;
      provided that such Registered Note shall be simultaneously surrendered
      for redemption or repayment, as the case may be; and provided, further,
      that if a Registered Note is issued in exchange for any portion of this Note
      after the close of business at the office of the Principal Paying Agent on
      any
      record date (whether or not a Business Day) for the payment of interest on
      such
      Registered Note and before the opening of business at such office on the
      relevant Interest Payment Date, any interest will not be payable on such
      Interest Payment Date in respect of such Registered Note, but will be payable
      on
      such Interest Payment Date only to the holder of this Note.  Upon
      exchange of this Note for a Definitive Bearer Note or Definitive Bearer Notes,
      or for a Registered Note or Registered Notes, the Principal Paying Agent shall
      (i) if this Note is not intended to be an NGN, cause Schedule [A] [A-1] of
      this
      Note to be endorsed to reflect the reduction of the principal amount hereof
      by
      an amount equal to the aggregate principal amount of such Definitive Bearer
      Note
      or Definitive Bearer Notes, or such Registered Note or Registered Notes, 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, whereupon, in either
      case, the principal amount hereof shall be reduced for all purposes by the
      amount so exchanged and noted or recorded, as applicable.  All such
      exchanges of Notes will be free of service charge, but the Issuer may require
      payment of a sum sufficient to cover any tax or other governmental charge
      payable in connection therewith.  The date of any Note delivered upon
      any exchange of this Note shall be such that no gain or loss of interest results
      from such exchange.

     

    All
      (and
      not less than all) interests in this Note will be exchanged for Definitive
      Bearer Notes in accordance with the procedures set forth in the following two
      sentences as soon as practicable after (i) if this Note is not intended to
      be an
      NGN, the first beneficial owner of an interest in this Note exchanges its
      interest for a Definitive Bearer Note, (ii) the Issuer gives notice to the
      Principal Paying Agent of an acceleration of the Note or (iii) either Euroclear
      or Clearstream, Luxembourg or any other relevant clearing system is closed
      for
      business for a continuous period of fourteen calendar days (other than by reason
      of public holidays) or announces an intention to cease business permanently
      or
      in fact does so.  In the event of any exchange of interests in this
      Note for a Definitive Bearer Note, (i) if this Note is not intended to be an
      NGN, a common depositary located outside the United States (the “common
      depositary”) 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    holding
      this Note for Euroclear, Clearstream, Luxembourg and/or any other relevant
      clearing system or (ii) if this Note is intended to be an NGN, Euroclear and/or
      Clearstream, Luxembourg shall instruct the Principal Paying Agent regarding
      the
      aggregate principal amount of Definitive Bearer Notes and the denominations
      of
      such Definitive Bearer Notes that must be authenticated and delivered to each
      relevant clearing system in exchange for this Note.  Thereafter, the
      Principal Paying Agent, acting solely in reliance on such instructions, shall,
      upon surrender to it of this Note and subject to the conditions in the preceding
      paragraph, authenticate and deliver Definitive Bearer Notes in exchange for
      this
      Note in accordance with such instructions and shall, (i) if this Note is not
      intended to be an NGN, cause Schedule [A] [A-1] of this Note to be endorsed
      to reflect the reduction of its principal amount by an amount equal to the
      aggregate principal amount of this Note, 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.  Nothing in this paragraph shall prevent
      the further exchange of Definitive Bearer Notes into Registered
      Notes.

     

    This
      Note
      may be transferred by delivery; provided, however, that this Note may
      be transferred only to a common depositary or common safe-keeper, as applicable,
      outside the United States for Euroclear, Clearstream, Luxembourg and/or any
      other relevant clearing system or to a nominee of such a common depositary
      or
      common safe-keeper.

     

    In
      case
      this Note shall at any time become mutilated, defaced or be destroyed, lost
      or
      stolen and this Note or evidence of the loss, theft or destruction thereof
      (together with the indemnity hereinafter referred to and such other documents
      or
      proof as may be required in the premises) shall be delivered to the Trustee,
      the
      Issuer in its discretion may execute a new Note of like tenor in exchange for
      this Note, but, in the case of any destroyed or lost or stolen Note, only upon
      receipt of evidence satisfactory to the Trustee and the Issuer that this Note
      was destroyed or lost or stolen and, if required, upon receipt also of indemnity
      satisfactory to each of them.  All expenses and reasonable charges
      associated with procuring such indemnity and with the preparation,
      authentication and delivery of a new Note shall be borne by the owner of the
      Note mutilated, defaced, destroyed, lost or stolen.

     

    This
      Note may be redeemed, as a whole,
      at the option of the Issuer at any time prior to maturity, upon the giving
      of a
      Notice of redemption as described below, at a redemption price equal to 100%
      of
      the principal amount hereof, together with accrued interest to the date fixed
      for redemption (except that if this Note is subject to “Modified Payment upon
      Acceleration or Redemption,” the amount of principal so payable will be limited
      to the aggregate principal amount hereof multiplied by the sum of the Issue
      Price specified on the face hereof (expressed as a percentage of the aggregate
      principal amount) plus the original issue discount accrued from the Interest
      Accrual Date to the date of redemption (expressed as a percentage of the
      aggregate principal amount), with the amount of original issue discount accrued
      being calculated using a constant yield method (as described in the next
      paragraph) (the “Amortized Amount”)), if the Issuer determines
      that, as a result of any change in or amendment to the laws (including a
      holding, judgment or as ordered by a court of competent jurisdiction), or any
      regulations or rulings promulgated thereunder, of the United States or of any
      political subdivision or taxing authority thereof or therein affecting taxation,
      or any change in official position regarding the application or interpretation
      of such laws, regulations or rulings, which change or amendment occurs, becomes
      effective or, in the case of a change in official position, is announced on
      or
      after the Initial Offering Date hereof, the Issuer has or will become obligated
      to pay Additional 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    Amounts,
      as defined below, with respect to this Note as described below.  Prior
      to the giving of any Notice of redemption pursuant to this paragraph, the Issuer
      shall deliver to the Trustee (i) a certificate stating that the Issuer is
      entitled to effect such redemption and setting forth a statement of facts
      showing that the conditions precedent to the right of the Issuer to so redeem
      have occurred, and (ii) an opinion of independent legal counsel
      satisfactory to the Trustee to such effect based on such statement of facts;
      provided that no such Notice of redemption shall be given earlier than
      60 calendar days prior to the earliest date on which the Issuer would be
      obligated to pay such Additional Amounts if a payment in respect of this Note
      were then due.

     

    The
      constant yield shall be calculated
      using a 30-day month, 360-day year convention, a computing period that, except
      for the initial period (as defined below), corresponds to the shortest period
      between Interest Payment Dates (with ratable accruals within a compounding
      period), and an assumption that the maturity will not be
      accelerated.  If the period from the Original Issue Date to the first
      Interest Payment Date (the “initial period”) is shorter than
      the compounding period for this Note, a proportionate amount of the yield for
      an
      entire compounding period will be accrued.  If the initial period is
      longer than the compounding period, then the period will be divided into a
      regular compounding period and a short period with the short period being
      treated as provided in the preceding sentence.

     

    Notice
      of
      redemption will be given not less than 30 nor more than 60 calendar days prior
      to the date fixed for redemption or within the Redemption Notice Period
      specified on the face hereof, which date and the applicable redemption price
      will be specified in the Notice.

     

    If
      the
      Issuer shall determine that any payment made outside the United States by the
      Issuer or any Paying Agent of principal, premium or interest due in respect
      of
      this Note would, under any present or future laws or regulations of the United
      States, be subject to any certification, identification or other information
      reporting requirement of any kind, the effect of which is the disclosure to
      the
      Issuer, any Paying Agent or any governmental authority of the nationality,
      residence or identity of a beneficial owner of this Note who is a U.S. Alien
      (as
      defined below) (other than such a requirement (a) that would not be
      applicable to a payment made by the Issuer or any Paying Agent (i) directly
      to the beneficial owner or (ii) to a custodian, nominee or other agent of
      the beneficial owner, or (b) that can be satisfied by such custodian,
      nominee or other agent certifying to the effect that such beneficial owner
      is a
      U.S. Alien; provided that in each case referred to in clauses
      (a)(ii) and (b) payment by such custodian, nominee or agent to such
      beneficial owner is not otherwise subject to any such requirement), the Issuer
      shall redeem this Note, as a whole, at a redemption price equal to 100% of
      the
      principal amount thereof (except that if this Note is subject to “Modified
      Payment upon Acceleration or Redemption,” such redemption price would be limited
      to the aggregate principal amount hereof multiplied by the sum of the Issue
      Price specified on the face hereof (expressed as a percentage of the aggregate
      principal amount) plus the Amortized Amount), together with accrued interest
      to
      the date fixed for redemption, or, at the election of the Issuer if the
      conditions of the next succeeding paragraph are satisfied, pay the additional
      amounts specified in such paragraph.  The Issuer shall make such
      determination and election as soon as practicable, shall promptly notify the
      Trustee thereof and shall publish (or transmit, as applicable) prompt notice
      thereof (the “Determination Notice”) stating the effective date
      of such certification, identification or other information reporting
      requirements, whether the Issuer will redeem this Note or has elected to pay
      the
      additional amounts specified in the next succeeding paragraph, and (if
      applicable) the 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    last
      date
      by which the redemption of this Note must take place, as provided in the next
      succeeding sentence.  If the Issuer redeems this Note, such redemption
      shall take place on such date, not later than one year after the publication
      of
      the Determination Notice, as the Issuer shall elect by notice to the Trustee
      at
      least 60 calendar days prior to the date fixed for redemption or at least 30
      calendar days prior to the last day of the Redemption Notice Period specified
      on
      the face hereof.  Notice of such redemption of this Note will be given
      to the holder of this Note not more than 60 nor less than 30 calendar days
      prior
      to the date fixed for redemption or within the Redemption Notice Period
      specified on the face hereof.  Such redemption notice shall include a
      statement as to the last date by which this Note to be redeemed may be exchanged
      for Registered Notes.  Notwithstanding the foregoing, the Issuer shall
      not so redeem this Note if the Issuer shall subsequently determine, not less
      than 30 calendar days prior to the date fixed for redemption or prior to the
      last day of the Redemption Notice Period specified on the face hereof, that
      subsequent payments would not be subject to any such certification,
      identification or other information reporting requirement, in which case the
      Issuer shall publish (or transmit, as applicable) prompt notice of such
      determination and any earlier redemption notice shall be revoked and of no
      further effect.  The right of the holder of this Note to exchange this
      Note for Registered Notes pursuant to the provisions of this paragraph will
      terminate at the close of business of the Principal Paying Agent on the
      fifteenth day prior to the date fixed for redemption, and no further exchanges
      of this Note for Registered Notes shall be permitted.

     

    If
      and so
      long as the certification, identification or other information reporting
      requirements referred to in the preceding paragraph would be fully satisfied
      by
      payment of a backup withholding tax or similar charge, the Issuer may elect
      by
      notice to the Trustee to pay as additional amounts such amounts as may be
      necessary so that every net payment made outside the United States following
      the
      effective date of such requirements by the Issuer or any Paying Agent of
      principal, premium or interest due in respect of this Note of which the
      beneficial owner is a U.S. Alien (but without any requirement that the
      nationality, residence or identity of such beneficial owner be disclosed to
      the
      Issuer, any Paying Agent or any governmental authority, with respect to the
      payment of such additional amounts), after deduction or withholding for or
      on
      account of such backup withholding tax or similar charge (other than a backup
      withholding tax or similar charge that (i) would not be applicable in the
      circumstances referred to in the second parenthetical clause of the first
      sentence of the preceding paragraph, or (ii) is imposed as a result of
      presentation of this Note for payment more than 15 calendar days after the
      date
      on which such payment becomes due and payable or on which payment thereof is
      duly provided for, whichever occurs later), will not be less than the amount
      provided for in this Note to be then due and payable.  In the event
      the Issuer elects to pay any additional amounts pursuant to this paragraph,
      the
      Issuer shall have the right to redeem this Note as a whole at any time pursuant
      to the applicable provisions of the immediately preceding paragraph and the
      redemption price of this Note will not be reduced for applicable withholding
      taxes.  If the Issuer elects to pay additional amounts pursuant to
      this paragraph and the condition specified in the first sentence of this
      paragraph should no longer be satisfied, then the Issuer will redeem this Note
      as a whole, pursuant to the applicable provisions of the immediately preceding
      paragraph.

     

    The
      Issuer
      will, subject to certain exceptions and limitations set forth below, pay such
      additional amounts (the “Additional Amounts”) to the holder of
      this Note who is a U.S. Alien as may be necessary in order that every net
      payment of the principal of and interest on this Note 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    and
      any
      other amounts payable on this Note, after withholding or deduction for or on
      account of any present or future tax, assessment or governmental charge imposed
      upon or as a result of such payment by the United States, or any political
      subdivision or taxing authority thereof or therein, will not be less than the
      amount provided for in this Note to be then due and payable.  The
      Issuer will not, however, make any payment of Additional Amounts to any such
      holder who is a U.S. Alien for or on account of:

     

    (a)           any
      present or future tax, assessment or other governmental charge that would not
      have been so imposed but for (i) the existence of any present or former
      connection between such holder, or between a fiduciary, settlor, beneficiary,
      member or shareholder of such holder, if such holder is an estate, a trust,
      a
      partnership or a corporation for U.S. federal income tax purposes, and the
      United States, including, without limitation, such holder, 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 by or on behalf of the holder of this Note 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, excise or personal property tax
      or
      any similar tax, assessment or governmental charge;

     

    (c)           any
      tax, assessment or other governmental charge imposed by reason of such holder’s
      past or present status as a controlled foreign corporation or passive foreign
      investment company with respect to the United States or as a corporation which
      accumulates earnings to avoid U.S. federal income tax or as a private foundation
      or other tax-exempt organization or a bank receiving interest under Section
      881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

     

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

     

    (e)           any
      tax, assessment or other governmental charge required to be withheld by any
      Paying Agent from any payment of principal of, or interest on, this Note, if
      such payment can be made without such withholding by any other Paying Agent
      in a
      city in Western Europe;

     

    (f)           any
      tax, assessment or other governmental charge that 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 this Note, 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;

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    (g)           any
      tax, assessment or other governmental charge imposed by reason of such holder’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
      Issuer or as a direct or indirect subsidiary of the Issuer; or

     

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

     

    In
      addition, the Issuer shall not be required to make any payment of Additional
      Amounts (i) to any such holder where such withholding or deduction is imposed
      on
      a payment to an individual and is required to be made pursuant to any law
      implementing or complying with, or introduced in order to conform to, any
      European Union Directive on the taxation of savings; or (ii) by or on behalf
      of
      a holder who would have been able to avoid such withholding or deduction by
      presenting this Note or the relevant coupon to another Paying Agent in a member
      state of the European Union.  Nor shall the Issuer pay Additional
      Amounts with respect to any payment on this Note to a U.S. Alien 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 had such beneficiary, settlor, member or beneficial
      owner
      been the holder of this Note.

     

    The
      Senior
      Indenture provides that (a) if an Event of Default (as defined in the
      Senior Indenture) due to the default in payment of principal of or premium,
      if
      any, or interest on any series of debt securities issued under the Senior
      Indenture, including the series of Global Medium-Term Notes of which this Note
      forms a part, or due to the default in the performance or breach of any other
      covenant or warranty of the Issuer applicable to the debt securities of such
      series but not applicable to all outstanding debt securities issued under the
      Senior Indenture, shall have occurred and be continuing, either the Trustee
      or
      the holders of not less than 25% in aggregate principal amount of the
      outstanding debt securities of each affected series, voting as one class, by
      notice in writing to the Issuer and to the Trustee, if given by the
      securityholders, may then declare the principal of all debt securities of all
      such series and interest accrued thereon to be due and payable immediately
      and
      (b) if an Event of Default due to a default in the performance of any other
      of the covenants or agreements in the Senior Indenture applicable to all
      outstanding debt securities issued thereunder, including this Note, or due
      to
      certain events of bankruptcy, insolvency or reorganization of the Issuer, shall
      have occurred and be continuing, either the Trustee or the holders of not less
      than 25% in aggregate principal amount of all outstanding debt securities issued
      under the Senior Indenture, voting as one class, by notice in writing to the
      Issuer and to the Trustee, if given by the securityholders, may declare the
      principal of all such debt securities and interest accrued thereon to be due
      and
      payable immediately, but upon certain conditions such declarations may be
      annulled and past defaults may be waived (except a continuing default in payment
      of principal of or premium, if any, or interest on such debt securities) by
      the
      holders of a majority in aggregate principal amount of the debt securities
      of
      all affected series then outstanding.

     

    If
      the face hereof indicates that this
      Note is subject to “Modified Payment upon Acceleration or Redemption,” then
      (i) if the principal hereof is declared to be due and payable as described
      in the preceding paragraph, the amount of principal due and payable with respect
      to 

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    this
      Note
      shall be limited to the aggregate principal amount hereof multiplied by the
      sum
      of the Issue Price specified on the face hereof (expressed as a percentage
      of
      the aggregate principal amount) plus the original issue discount accrued from
      the Interest Accrual Date to the date of declaration (expressed as a percentage
      of the aggregate principal amount), with the amount of original issue discount
      accrued being calculated using a constant yield method (as described above),
      (ii) for the purpose of any vote of securityholders taken pursuant to the
      Senior Indenture prior to the acceleration of payment of this Note, the
      principal amount hereof shall equal the amount that would be due and payable
      hereon, calculated as set forth in clause (i) above, if this Note were declared
      to be due and payable on the date of any such vote and (iii) for the
      purpose of any vote of securityholders taken pursuant to the Senior Indenture
      following the acceleration of payment of this Note, the principal amount hereof
      shall equal the amount of principal due and payable with respect to this Note,
      calculated as set forth in clause (i) above.

     

    The
      Senior
      Indenture permits the Issuer and the Trustee, with the consent of the holders
      of
      not less than a majority in aggregate principal amount of the debt securities
      of
      all series issued under the Senior Indenture then outstanding and affected
      (voting as one class), to execute supplemental indentures adding any provisions
      to or changing in any manner the rights of the holders of each series so
      affected; provided that the Issuer and the Trustee may not, without the
      consent of the holder of each outstanding debt security affected thereby,
      (a) extend the final maturity of any such debt security, or reduce the
      principal amount thereof, or reduce the rate or extend the time of payment
      of
      interest thereon, or reduce any amount payable on redemption thereof, or change
      the currency of payment thereof, or modify or amend the provisions for
      conversion of any currency into any other currency, or modify or amend the
      provisions for conversion or exchange of the debt security for securities of
      the
      Issuer or other entities or for other property or the cash value of the property
      (other than as provided in the antidilution provisions or other similar
      adjustment provisions of the debt securities or otherwise in accordance with
      the
      terms thereof), or impair or affect the rights of any holder to institute suit
      for the payment thereof or (b) reduce the aforesaid percentage in principal
      amount of debt securities the consent of the holders of which is required for
      any such supplemental indenture.

     

    Except
      as
      set forth below, if the principal of or premium, if any, or interest on this
      Note is payable in a Specified Currency other than U.S. dollars and such
      Specified Currency is not available to the Issuer for making payments hereon
      due
      to the imposition of exchange controls or other circumstances beyond the control
      of the Issuer or is no longer used by the government of the country issuing
      such
      currency or for the settlement of transactions by public institutions within
      the
      international banking community, then the Issuer will be entitled to satisfy
      its
      obligations to the holder of this Note by making such payments in U.S. dollars
      on the basis of the Market Exchange Rate (as defined below) on the date of
      such
      payment or, if the Market Exchange Rate is not available on such date, as of
      the
      most recent practicable date; provided, however, that if the euro has
      been substituted for such Specified Currency, the Issuer may at its option
      (or
      shall, if so required by applicable law) without the consent of the holder
      of
      this Note effect the payment of principal of or premium, if any, or interest
      on
      any Note denominated in such Specified Currency in euro in lieu of such
      Specified Currency in conformity with legally applicable measures taken pursuant
      to, or by virtue of, the relevant treaty of the European Union, as
      amended.  Any payment made under such circumstances in U.S. dollars or
      euro where the required payment is in an unavailable Specified Currency will
      not
      constitute an Event of Default.  

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    If
      such
      Market Exchange Rate is not then available to the Issuer or is not published
      for
      a particular Specified Currency, the Market Exchange Rate will be based on
      the
      highest bid quotation in The City of New York received by the Exchange Rate
      Agent (as defined below) at approximately 11:00 a.m., New York City time, on
      the
      second Business Day preceding the date of such payment from three recognized
      foreign exchange dealers (the “Exchange Dealers”) for the
      purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
      dollars for settlement on the payment date, in the aggregate amount of the
      Specified Currency payable to those holders or beneficial owners of Notes and
      at
      which the applicable Exchange Dealer commits to execute a
      contract.  One of the Exchange Dealers providing quotations may be the
      Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
      Issuer.  If those bid quotations are not available, the Exchange Rate
      Agent shall determine the market exchange rate at its sole
      discretion.

     

    The
      “Exchange Rate Agent” shall be Morgan Stanley & Co.
      International plc, unless otherwise indicated on the face hereof.

     

    All
      determinations referred to above made by, or on behalf of, the Issuer or by,
      or
      on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion
      and shall, in the absence of manifest error, be conclusive for all purposes
      and
      binding on holders of Notes.

     

    So
      long as
      this Note shall be outstanding, the Issuer will cause to be maintained an office
      or agency for the payment of the principal of and premium, if any, and interest
      on this Note as herein provided.  If this Note is listed on the London
      Stock Exchange plc and such exchange so requires, the Issuer shall maintain
      a
      Paying Agent in London.  If any European Union Directive on the
      taxation of savings comes into force, the Issuer will, to the extent possible
      as
      a matter of law, maintain a Paying Agent in a member state of the European
      Union
      that will not be obligated to withhold or deduct tax pursuant to any such
      Directive or any law implementing or complying with, or introduced in order
      to
      conform to, such Directive.  The Issuer may designate other agencies
      for the payment of said principal, premium and interest at such place or places
      outside the United States (subject to applicable laws and regulations) as the
      Issuer may decide.  So long as there shall be such an agency, the
      Issuer shall keep the Trustee advised of the names and locations of such
      agencies, if any are so designated.

     

    With
      respect to moneys paid by the Issuer and held by the Trustee or any Paying
      Agent
      for payment of the principal of or interest or premium, if any, on any Notes
      that remain unclaimed at the end of two years after such principal, interest
      or
      premium shall have become due and payable (whether at maturity or upon call
      for
      redemption or otherwise), (i) the Trustee or such Paying Agent shall notify
      the holders of such Notes that such moneys shall be repaid to the Issuer and
      any
      person claiming such moneys shall thereafter look only to the Issuer for payment
      thereof and (ii) such moneys shall be so repaid to the
      Issuer.  Upon such repayment all liability of the Trustee or such
      Paying Agent with respect to such moneys shall thereupon cease, without,
      however, limiting in any way any obligation that the Issuer may have to pay
      the
      principal of or interest or premium, if any, on this Note as the same shall
      become due.

     

    No
      provision of this Note or of the Senior Indenture shall alter or impair the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and premium, if any, and 

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    interest
      on this Note at the time, place and rate, and in the coin or currency, herein
      prescribed unless otherwise agreed between the Issuer and the holder of this
      Note.

     

    The
      Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
      holder of this Note as the owner hereof for all purposes, whether or not this
      Note be overdue, and none of the Issuer, the Trustee or any such agent shall
      be
      affected by notice to the contrary.

     

    No
      recourse shall be had for the payment of the principal of or premium, if any,
      or
      interest on this Note for any claim based hereon, or otherwise in respect
      hereof, or based on or in respect of the Senior Indenture or any indenture
      supplemental thereto, against any incorporator, shareholder, officer or
      director, as such, past, present or future, of the Issuer or of any successor
      corporation, either directly or through the Issuer or any successor corporation,
      whether by virtue of any constitution, statute or rule of law or by the
      enforcement of any assessment or penalty or otherwise, all such liability being,
      by the acceptance hereof and as part of the consideration for the issue hereof,
      expressly waived and released.

     

    This
      Note
      shall for all purposes be governed by, and construed in accordance with, the
      laws of the State of New York.

     

    As
      used
      herein:

     

    (a)           the
      term “Business Day” means any day, other than a Saturday or
      Sunday, (i) that is neither a legal holiday nor a day on which banking
      institutions are authorized or required by law or regulation to close
      (x)  in The City of New York or in London or (y) if this Note is
      denominated in a Specified Currency other than U.S. dollars, euro or Australian
      dollars, in the principal financial center of the country of the Specified
      Currency, or (z) if this Note is denominated in Australian dollars, in Sydney
      and (ii) if this Note is denominated in euro, that is also a day on which the
      Trans-European Automated Real-time Gross Settlement Express Transfer System
      (“TARGET”) is operating (a“TARGET Settlement
      Day”);

     

    (b)           the
      term “Market Exchange Rate” means the noon U.S. dollar buying
      rate in The City of New York for cable transfers of the Specified Currency
      indicated on the face hereof published by the Federal Reserve Bank of New
      York;

     

    (c)           the
      term “Notices” refers to notices to the holders of the Notes to
      be given by publication in an authorized newspaper in the English language
      and
      of general circulation in the Borough of Manhattan, The City of New York, and
      London or, if publication in London is not practical, in an English language
      newspaper with general circulation in Western Europe; provided that
      notice may be made, at the option of the Issuer, through the customary notice
      provisions of the clearing system or systems through which beneficial interests
      in this Note are owned.  Such Notices will be deemed to have been
      given on the date of such publication (or other transmission, as applicable)
      or,
      if published in such newspapers on different dates, on the date of the first
      such publication;

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    (d)           the
      term “United States” means the United States of America
      (including the States and the District of Columbia), its territories, its
      possessions and other areas subject to its jurisdiction; and

     

    (e)           the
      term “U.S. Alien” means any person who is, for U.S. federal
      income tax purposes, (i) a nonresident alien individual, (ii) a foreign
      corporation, (iii) a nonresident alien fiduciary of a foreign estate or trust
      or
      (iv) a foreign partnership one or more of the members of which is, for U.S.
      federal income tax purposes, a nonresident alien individual, a foreign
      corporation or a nonresident alien fiduciary of a foreign estate or
      trust.

     

    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.

     

     

     

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    OPTION
      TO ELECT REPAYMENT

     

    The
      undersigned hereby irrevocably requests and instructs the Issuer to repay the
      within Note (or portion thereof specified below) pursuant to its terms at a
      price equal to the principal amount thereof, together with interest to the
      Optional Repayment Date, to the undersigned at

     

    
      
        
          

        

         

        
          

        

         

        
          

        

      

    

    (Please
      print or typewrite name and address of the undersigned)

     

    If
      less
      than the entire principal amount of the within Note is to be repaid, specify
      the
      portion thereof which the holder elects to have
      repaid: ____________________; and specify the denomination or denominations
      (which shall not be less than the minimum authorized denomination) of the Notes
      to be issued to the holder for the portion of the within Note not being repaid
      (in the absence of any such specification, one such Note will be issued for
      the
      portion not being
      repaid):  ______________________.

     

    
      	
              Dated:

            	 	 	 


    

    


     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        	
                [Not
                  Applicable]9 

              	
                [SCHEDULE
                  A]10

              	 


      

    

     

     

    EXCHANGES
      FOR DEFINITIVE BEARER NOTES OR DEFINITIVE

    REGISTERED
      NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,

    REDEMPTIONS
      AND REPAYMENTS

     

    The
      initial principal amount of this Note is _______________.  The
      following (A) exchanges of (i) portions of this Note for Definitive Bearer
      Notes
      or Registered Notes and (ii) portions of a Temporary Global Bearer Note for
      an
      interest in this Note or (B) (x) redemptions at the option of the Issuer or
      (y)
      repayments at the option of the holder have been made:

     

    
      
        	
                Date
                  of Exchange, Redemption or Payment

              	 	
                Principal
                  Amount

                Exchanged

                From
                  Temporary

                Global
                  Notes

              	 	
                Principal
                  Amount

                Exchanged
                  For

                Definitive

                Bearer
                  Notes

              	 	
                Principal
                  Amount

                Exchanged
                  for

                Definitive

                Registered
                  Notes

              	 	
                Principal
                  Amount

                Redeemed
                  at the

                Option
                  of the

                Issuer

              	 	
                Principal
                  Amount

                Repaid
                  at the

                Option
                  of the

                Holder

              	 	
                Remaining
                  Principal

                Amount
                  Outstanding

                Following
                  Such

                Exchange,

                Redemption
                  or

                Repayment

              	 	
                Notation
                  Made by or

                on
                  Behalf of Paying

                Agent

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

    

     

    _______________

    9
      If Schedule A is not
      applicable because this Note is intended to be an NGN, include “Not Applicable”
and remove remainder of Schedule A.

     

    10
      Applies if this
      Note is not issued as part of, or in relation to, a Unit and is not intended
      to
      be an NGN.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    [SCHEDULE
      A-1]11

     

    PERMANENT
      GLOBAL BEARER NOTE

    SCHEDULE
      OF EXCHANGES

     

    The
      initial principal amount of this Note is __________. The following
      (A) exchanges of the principal amount of Notes indicated below for the same
      principal amount of Notes to be represented by (i) Definitive Bearer Notes
      or (ii) Definitive Registered Notes or [(iii) a Global Bearer Note
      that has been separated from a Unit (a “Separated
      Note”)]12, (B) exchanges
      of the principal amount of Notes that had been represented by (i) a
      Temporary Global Bearer Note [or (ii) a Global Bearer Note that is part of
      a Unit (an “Attached Unit Note”)]13 for an interest
      in this Note and
      (C) reductions of the principal amount of this Note as a result of
      (i) cancellation upon the application of such amount to the settlement of
      Purchase Contracts or the exercise of Warrants, (ii) redemption at the
      option of the Issuer or (iii) repayments at the option of the Holder have
      been made:

     

    
      	
              Date
                of

              Exchange,

              Cancellation

              Redemption,

              or

              Repayment

            	 	
              Principal

              Amount

              Exchanged

              From

              Temporary

              Global

              Notes

            	 	
              [Principal

              Amount

              Exchanged

              From
                an

              Attached

              Unit
                Note]3

            	 	
              [Principal

              Amount

              Exchanged

              For

              Separated

              Note]2

            	 	
              Principal

              Amount

              Exchanged

              For

              Definitive

              Bearer

              Notes

            	 	
              Principal

              Amount

              Exchanged

              For

              Definitive

              Registered

              Notes

            	 	
              Principal

              Amount

              Redeemed

              at
                the

              Option
                of

              the
                Issuer

            	 	
              Principal

              Amount

              Repaid

              at
                the

              Option
                of

              the
                Holder

            	 	
              Principal

              Amount

              Cancelled

            	 	
              Remaining

              Principal

              Amount

              Outstanding

              Following
                such

              Exchange,

              Cancellation

              Redemption
                or

              Repayment

            	 	
              Notation

              Made
                by

              or
                on

              Behalf
                of

              Paying

              Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


     

    _______________  
      11
        This Schedule A-1
        needed only if this Note is issued as part of, or in relation to, a Unit
        and is
        not intended to be an NGN.

    

      
      12  Applies
        only if this Note is attached to a Unit.

    

      
      13  Applies
        only if this Note has been separated from a Unit.