EXHIBIT
      4.1

     

     

     
      
        

      

    

     

    
 

     

    SECOND
      SUPPLEMENTAL SENIOR INDENTURE

     

     

    BETWEEN

    


     

    MORGAN
      STANLEY

    


     

    AND

    


     

    THE
      BANK
      OF NEW YORK

    as
      successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
      Bank),

     

    Trustee

     

     

    
      
        

      

    

     

     

    Dated
      as
      of January 4, 2008

     

     
      
        

      

    

    


     

    SUPPLEMENTAL
      TO SENIOR INDENTURE

    DATED
      AS
      OF NOVEMBER 1, 2004 AS SUPPLEMENTED BY A FIRST SUPPLEMENTAL SENIOR INDENTURE
      DATED AS OF SEPTEMBER 4, 2007

     

     
      
        

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    SECOND
      SUPPLEMENTAL SENIOR INDENTURE, dated as of January 4, 2008 (the “Second
      Supplemental Senior Indenture”), between Morgan Stanley, a Delaware corporation
      (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”).  Terms not defined herein shall have the meanings given to
      them pursuant to the Indenture, as defined below.

     

    


     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Issuer and the Trustee are parties to that certain Senior Indenture dated
      as
      of November 1, 2004 (as supplemented by the First Supplemental Senior Indenture,
      dated as of September 4, 2007, between the Issuer and the Trustee, the
“Indenture”);

     

    WHEREAS,
      Section 8.01 of the Indenture provides that, without the consent of Holders
      of
      any Securities or Coupons, the Issuer, when authorized by a resolution of its
      Board of Directors, and the Trustee may enter into indentures supplemental
      to
      the Indenture for the purpose of, among other things, making any provisions
      as
      the Issuer may deem necessary or desirable, subject to the conditions set forth
      therein and providedthat no such action shall adversely affect
      the interests of the Holders of the Securities or Coupons;

     

    WHEREAS,
      the Issuer desires to add to and modify certain provisions of the Indenture
      (i)
      to allow for the issuance of Unregistered Securities in the form prescribed
      by
      the European Central Bank for securities to be eligible to be pledged as
      collateral in European central banking and monetary operations (and to allow,
      at
      the Issuer’s option, for the exchange of any previously issued Unregistered
      Securities for Unregistered Securities in such form), (ii) to modify the timing
      requirement for the delivery of an Officer’s Certificate in connection with the
      redemption prior to maturity of Securities by the Issuer and (iii) to modify
      the
      manner in which notices may be given to the Trustee;

     

    WHEREAS,
      the entry into this Second Supplemental Senior Indenture by the parties hereto
      is in all respects authorized by the provisions of the Indenture;
      and

     

    WHEREAS,
      all things necessary to make this Second Supplemental Senior Indenture a valid
      indenture and agreement in accordance with its terms have been
      done.

     

    NOW,
      THEREFORE, for and in consideration of the premises, the Issuer and the Trustee
      mutually covenant and agree for the equal and proportionate benefit of the
      respective Holders from time to time of the Securities and of the Coupons,
      if
      any, appertaining thereto as follows:

     

     

    
      
        
        

      

      
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    ARTICLE
      ONE

     

    1.1.  Application
      of Article One.  The provisions of this Article One shall apply to (a)
      Holders of all Securities issued under the Indenture and Outstanding at the
      date
      hereof and (b) Holders of any Securities that may be issued under the Indenture
      subsequent to the date hereof.

     

    1.2.  Amendment
      of Indenture.  The Indenture is hereby amended by deleting in the
      Table of Contents the caption “Section 2.06.  Certificate of
      Authentication” and inserting in lieu thereof the following: “Section 2.06.
Certificate of Authentication; Effectuation Instruction”.

     

    1.3.  Amendment
      of Section 1.01.  Section 1.01 of the Indenture is hereby amended
      by

     

    (a)  adding
      after the
      definition of “Business Day” a new defined term as follows:
‘“CSK” means, with respect to Unregistered Securities issued in
      NGN form, the entity appointed as common safe-keeper by Euroclear Bank S.A./N.V.
      and Clearstream Banking, société anonyme.’;

     

    (b)  adding
      after the
      definition of “Judgement Currency” a new defined term as follows: ‘“NGN
      form” means an Unregistered Security the aggregate principal amount of
      which, as shall be indicated in the applicable Issuer Order, shall be
      definitively determined by the records of Euroclear Bank S.A./N.V. and
      Clearstream Banking, société anonyme.’;

     

    (c)  amending
      and restating
      the introductory clause of the definition of “Outstanding” to read as
      follows:

     

    ‘“Outstanding”
      when used with reference to Securities, shall, subject to the provisions of
      Section 7.04, mean, as of any particular time, all Securities authenticated
      and
      delivered by the Trustee under this Indenture (and, in the case of Securities
      issued in NGN form and not physically delivered to the CSK, effectuated by
      the
      CSK), except’

     

    (d)  amending
      and restating
      subsection (c) of the definition of “Outstanding” to read in its entirety as
      follows:

     

    ‘(c)     Securities
      which shall have been paid or in substitution for which other Securities shall
      have been authenticated and delivered (and, in the case of Securities issued
      in
      NGN form and not physically delivered to the CSK, effectuated by the CSK)
      pursuant to the terms of Section 2.09 (except with respect to any such Security
      as to which proof satisfactory to the Trustee is presented that such Security
      is
      held by a person in whose hands such Security is a legal, valid and binding
      obligation of the Issuer).’; and

     

     

    
      
        
        

      

      
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    (e)  amending
      and restating
      the definition of “Security” or “Securities” to read in its entirety as
      follows:

     

    ‘“Security”
      or “Securities” has the meaning stated in the first recital of
      this Indenture, or, as the case may be, Securities that have been authenticated
      and delivered under this Indenture (and, in the case of Securities issued in
      NGN
      form and not physically delivered to the CSK, effectuated by the
      CSK).’

     

    1.4.  Amendment
      of Section 2.03.  Section 2.03(o) is hereby amended and restated to
      read in its entirety as follows:

     

    “(o)     whether
      the Securities of the series will be issuable as Registered Securities (and
      if
      so, whether such Securities will be issuable as Registered Global Securities)
      or
      Unregistered Securities (with or without Coupons and in NGN form or not), or
      any
      combination of the foregoing, any restrictions applicable to the offer, sale,
      transfer, exchange or delivery of Unregistered Securities or Registered
      Securities or the payment of interest thereon and, if other than as provided
      in
      Section 2.08, the terms upon which Unregistered Securities of any series may
      be
      exchanged for Registered Securities of such series and vice versa;”

     

    1.5.  Amendment
      of Section 2.04.

     

    (i)
      Section 2.04(a) is hereby amended by deleting the first sentence thereof, and
      replacing it in its entirety with the following: “The Issuer may deliver
      Securities of any series having attached thereto appropriate Coupons, if any,
      executed by the Issuer to the Trustee for authentication together with the
      applicable documents referred to below in this Section, and the Trustee shall
      thereupon authenticate and deliver such Securities to or upon the order of
      the
      Issuer (contained in the Issuer Order referred to below in this Section) or
      pursuant to such procedures acceptable to the Trustee and to such recipients
      as
      may be specified from time to time by an Issuer Order, and, if such Securities
      are issued in NGN form and such Issuer Order so specifies, shall instruct,
      or
      shall cause a paying agent therefor to instruct, the CSK to effectuate such
      Securities.”; and

     

    (ii)
      Section 2.04(a)(iv)(C) of the Indenture is hereby amended and restated to read
      in its entirety as follows:

     

    “(C)    when
      the Securities and Coupons, if any, have been executed by the Issuer and
      authenticated by the Trustee in accordance with the provisions of this
      Indenture, and, in the case of Securities issued in NGN form and not physically
      delivered to the CSK, effectuated by the CSK, and delivered to and duly paid
      for
      by the purchasers thereof, they will have been duly issued under this Indenture
      and will be valid and binding obligations of the Issuer, enforceable in
      accordance with their respective terms, and will be entitled to the benefits
      of
      this Indenture; and”.

     

     

    
      
        
        

      

      
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    1.6.  Amendment
      of Section 2.05.  Section 2.05 of the Indenture is hereby amended by
      deleting the “.” after the last sentence of the first paragraph and adding
      thereafter the following: “and, in the case of any Security issued in NGN form
      and not physically delivered to the CSK, effectuated by the CSK.”

     

    1.7.  Amendment
      of Section 2.06.  Section 2.06 of the Indenture is hereby amended and
      restated to read in its entirety as follows:

     

    “Section
      2.06.  Certificate of Authentication; Effectuation
      Instruction.  Only such Securities as shall bear thereon a
      certificate of authentication substantially in the form hereinbefore recited,
      executed by the Trustee by the manual signature of one of its authorized
      signatories, and shall be, in the case of Securities issued in NGN form and
      not
      physically delivered to the CSK, effectuated by the CSK by the manual or
      facsimile signature of one of its authorized officers, shall be entitled to
      the
      benefits of this Indenture or be valid or obligatory for any purpose. No Coupon
      shall be entitled to the benefits of this Indenture or shall be valid and
      obligatory for any purpose until the certificate of authentication on the
      Security to which such Coupon appertains shall have been duly executed by the
      Trustee, and, in the case of Securities issued in NGN form and not physically
      delivered to the CSK, such Security shall have been effectuated by the CSK
      as
      aforesaid. The execution of the certificate of authentication by the Trustee
      upon any Security executed by the Issuer, and, in the case of Securities issued
      in NGN form and not physically delivered to the CSK, evidence via facsimile
      transmission, electronic means or such other evidence in writing as may be
      acceptable to the Trustee of the execution by the CSK of the certificate of
      effectuation on such Security, shall be conclusive evidence that the Security
      so
      authenticated, and effectuated if applicable, has been duly authenticated,
      and
      effectuated if applicable, and delivered hereunder and that the Holder is
      entitled to the benefits of this Indenture.

     

    1.8.  Amendment
      of Section 2.08.  Section 2.08 of the Indenture is hereby amended by
      deleting the penultimate sentence of the fourth paragraph thereof, which
      currently reads as: “Whenever any Securities are so surrendered for exchange,
      the Issuer shall execute, and the Trustee shall authenticate and deliver, the
      Securities which the Holder making the exchange is entitled to receive.” and
      adding in lieu thereof the following two sentences: “At its option, the Issuer
      may cause Unregistered Securities of any series not in NGN form to be exchanged
      for Unregistered Securities in NGN form. Whenever any Securities are so
      surrendered for exchange, the Issuer shall execute, and the Trustee shall
      authenticate and deliver, the Securities that the Holder making the exchange
      is
      entitled to receive; provided, that with respect to any such Securities to
      be
      issued in NGN form and not physically delivered to the CSK, the Trustee shall
      instruct or shall cause a paying agent therefor to instruct the CSK to
      effectuate such Securities and such Securities shall have been effectuated
      by
      the CSK.”

     

    1.9.  Amendment
      of Section 2.09.  Section 2.09 of the Indenture is hereby amended
      by:

     

     

    
      
        
        

      

      
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    (a)  amending
      and restating
      the first sentence of the first paragraph to read in its entirety as
      follows:

     

    “In
      case
      any temporary or definitive Security or any Coupon appertaining to any Security
      shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer
      in
      its discretion may execute, and upon the written request of any officer of
      the
      Issuer, the Trustee shall authenticate and deliver a new Security of the same
      series, maturity date, interest rate and original issue date, bearing a number
      or other distinguishing symbol not contemporaneously outstanding, in exchange
      and substitution for the mutilated or defaced Security, or in lieu of and in
      substitution for the Security so destroyed, lost or stolen with Coupons
      corresponding to the Coupons appertaining to the Securities so mutilated,
      defaced, destroyed, lost or stolen, or in exchange or substitution for the
      Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
      appertained, with Coupons appertaining thereto corresponding to the Coupons
      so
      mutilated, defaced, destroyed, lost or stolen; provided, that with respect
      to
      any such Security to be issued in NGN form and not physically delivered to
      the
      CSK, the Trustee shall instruct, or shall cause a paying agent to instruct,
      the
      CSK to effectuate such Security and such Security shall have been effectuated
      by
      the CSK.”; and

     

    (b)  in
      the first sentence of
      the third paragraph thereof after the phrase “of such series duly authenticated
      and delivered” and before the word “hereunder” inserting “(and, in the case of
      Securities issued in NGN form and not physically delivered to the CSK,
      effectuated by the CSK)”.

     

    1.10.  Amendment
      of Section 2.11.  Section 2.11 is hereby amended and restated in its
      entirety to read as follows:

     

    “Section
      2.11.  Temporary Securities.  Pending the
      preparation of definitive Securities for any series, the Issuer may execute
      and
      the Trustee shall authenticate and deliver temporary Securities for such series
      (printed, lithographed, typewritten or otherwise reproduced, in each case in
      form satisfactory to the Trustee). Temporary Securities of any series shall
      be
      issuable as Registered Securities without coupons, or as Unregistered Securities
      with or without coupons attached thereto, of any authorized denomination, and
      substantially in the form of the definitive Securities of such series but with
      such omissions, insertions and variations as may be appropriate for temporary
      Securities, all as may be determined by the Issuer with the concurrence of
      the
      Trustee as evidenced by the execution and authentication, and, in the case
      of
      Temporary Securities issued in NGN form and not physically delivered to the
      CSK,
      effectuation thereof. Temporary Securities may contain such references to any
      provisions of this Indenture as may be appropriate. Every Temporary Security
      shall be executed by the Issuer, be authenticated by the Trustee and, in the
      case of Temporary Securities issued in NGN form and not physically delivered
      to
      the CSK, the Trustee shall instruct, or shall cause a paying agent to instruct,
      the CSK to effectuate such Temporary Security, upon the same conditions and
      in
      substantially the same manner, and with like effect, as the definitive
      Securities. 

     

     

    
      
        
        

      

      
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    Without
      unreasonable delay the Issuer shall execute and shall furnish definitive
      Securities of such series and thereupon temporary Registered Securities of
      such
      series may be surrendered in exchange therefor without charge at each office
      or
      agency to be maintained by the Issuer for that purpose pursuant to Section
      3.02
      and, in the case of Unregistered Securities, at any agency maintained by the
      Issuer for such purpose as specified pursuant to Section 2.03, and the Trustee
      shall authenticate and deliver, and, in the case of Temporary Securities issued
      in NGN form and not physically delivered to the CSK, instruct or cause a paying
      agent to instruct the CSK to effectuate, in exchange for such temporary
      Securities of such series an equal aggregate principal amount of definitive
      Securities of the same series having authorized denominations and, in the case
      of Unregistered Securities, having attached thereto any appropriate Coupons.
      Until so exchanged, the temporary Securities of any series shall be entitled
      to
      the same benefits under this Indenture as definitive Securities of such series,
      unless otherwise established pursuant to Section 2.03. The provisions of this
      Section are subject to any restrictions or limitations on the issue and delivery
      of temporary Unregistered Securities of any series that may be established
      pursuant to Section 2.03 (including any provision that Unregistered Securities
      of such series initially be issued in the form of a single global Unregistered
      Security to be delivered to a depositary or agency located outside the United
      States and the procedures pursuant to which definitive or global Unregistered
      Securities of such series would be issued in exchange for such temporary global
      Unregistered Security).”

     

    1.11.  Amendment
      of Section 5.03.  The introductory clauses of Section 5.3 up to the
      first colon are hereby amended and restated to read in their entirety as
      follows:

     

    “Any
      moneys collected by the Trustee pursuant to this Article in respect of any
      series shall be applied in the following order at the date or dates fixed by
      the
      Trustee and, in case of the distribution of such moneys on account of principal
      or interest, upon presentation of the several Securities and Coupons
      appertaining to such Securities in respect of which monies have been collected
      and stamping thereon (or otherwise noting thereon, or, in the case of Securities
      issued in NGN form, causing Euroclear Bank S.A./N.V. and Clearstream Banking,
      société anonyme to make entries in their respective records of), the payment, or
      issuing Securities of such series in reduced principal amounts in exchange
      for
      the presented Securities of like series if only partially paid, or upon
      surrender thereof if fully paid:”

     

    1.12.  Amendment
      of Section 6.02.  Section 6.02 is hereby amended by replacing the
      period at the end of Section 6.02(g) with “;” and by adding after Section
      6.02(g) the following:

     

    “(h)     neither
      the Trustee nor any paying agent shall be liable for any failure on the part
      of
      the CSK to effectuate any Security issued in NGN form and not physically
      delivered to the CSK or for any failure on the part of the CSK to do so in
      a
      timely manner, unless it shall be proved that the Trustee or the
      paying

     

     

    
      
        
        

      

      
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    agent
      was
      negligent in instructing the CSK to effectuate any such Security in accordance
      with the applicable provision hereof; provided, that the Trustee or
      paying agent shall not be deemed to have acted with negligence if it shall
      have
      given such instructions in the manner and by the time prescribed by the
      CSK,  provided further that in the absence of any such prescribed
      manner or timing, the Trustee or paying agent shall be entitled to give, and
      shall incur no liability hereunder if it shall give, such instructions by
      facsimile transmission (without any requirement for telephonic confirmation)
      to
      a telephone number provided by the CSK for such purpose or by email to an email
      address provided by the CSK for such purpose and shall be protected in giving
      and shall incur no liability hereunder in giving such instructions no later
      than
      one Business Day after the applicable Security shall have been delivered to
      the
      Trustee for authentication.”

     

    1.13.  Amendment
      of Section 6.03.  The first sentence of Section 6.03 is hereby amended
      and restated to read in its entirety as follows:

     

    “The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication and any CSK’s certificates of effectuation, shall
      be taken as statements of the Issuer, and the Trustee assumes no responsibility
      for the correctness of the same.”

     

    1.14.  Amendment
      of Section 6.14.  The second sentence of the first paragraph of
      Section 6.14 is hereby amended and restated to read in its entirety as
      follows:

     

    “Securities
      of each such series authenticated by such Authenticating Agent, and, if such
      Securities are issued in NGN form and not physically delivered to the CSK,
      effectuated by the CSK, shall be entitled to the benefits of this Indenture
      and
      shall be valid and obligatory for all purposes as if authenticated by the
      Trustee.”

     

    1.15.  Amendment
      of Section 8.05.  The second sentence of Section 8.05 is hereby
      amended and restated to read in its entirety as follows:

     

    “If
      the
      Issuer or the Trustee shall so determine, new Securities of any series so
      modified as to conform, in the opinion of the Trustee and the Board of
      Directors, to any modification of this Indenture contained in any such
      supplemental indenture may be prepared by the Issuer, authenticated by the
      Trustee, and, in the case of Securities issued in NGN form not physically
      delivered to the CSK, effectuated by the CSK, and delivered in exchange for
      the
      Securities of such series then Outstanding.”

     

    1.16.  Amendment
      of Section 11.04. The second sentence of the first paragraph of Section 11.04
      is
      hereby amended by replacing the “.” at the end of the sentence with “,” and
      adding thereafter “or, if such notice, direction, request or demand is given or
      served via facsimile transmission or other electronic means acceptable to the
      Trustee to a telephone number or email address designated by 

     

     

    
      
        
        

      

      
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    the
      Trustee, with confirmation of such transmission via facsimile or other
      electronic means.”

     

    1.17.  Amendment
      of Section 12.02.  The second sentence of the fourth paragraph of
      Section 12.02 is hereby and restated in its entirety to read as
      follows:

     

    “The
      Issuer will deliver to the Trustee at least 70 days prior to the date fixed
      for
      redemption or at least 10 days prior to the first day of any applicable
      Redemption Notice Period (unless, in either case, a shorter notice shall be
      satisfactory to the Trustee) an Officer’s Certificate stating the aggregate
      principal amount of Securities to be redeemed; provided, that with
      respect to redemptions of Securities represented by one or more global notes
      that are to be redeemed in whole and not in part and for which the related
      notice of redemption is being given by the Issuer and not the Trustee, the
      Issuer may deliver such Officer’s Certificate contemporaneously with the
      delivery of the notice of redemption of such Securities.”

     

    1.18.  Amendment
      of Section 12.03.  The fourth paragraph of Section 12.03 is hereby
      amended and restated to read in its entirety as follows:

     

    “Upon
      presentation of any Security redeemed in part only, the Issuer shall execute
      and
      the Trustee shall authenticate and deliver to or on the order of the Holder
      thereof, at the expense of the Issuer, a new Security or Securities of such
      series, of authorized denominations, in principal amount equal to the unredeemed
      portion of the Security so presented; provided, that with respect to any such
      new Security or Securities to be issued in NGN form and not physically delivered
      to the CSK, the Trustee shall instruct, or shall cause a paying agent to
      instruct, the CSK to effectuate such Security or Securities and such Security
      or
      Securities shall have been effectuated by the CSK.”

     

    


     

    ARTICLE
      TWO

     

    2.01.  Further
      Assurances.   The Issuer will, upon request by the Trustee,
      execute and deliver such further instruments and do such further acts as may
      reasonably be necessary or proper to carry out more effectively the purposes
      of
      this Second Supplemental Senior Indenture.

     

    2.02.  Other
      Terms of Indenture.  Except insofar as herein otherwise expressly
      provided, all provisions, terms and conditions of the Indenture are in all
      respects ratified and confirmed and shall remain in full force and
      effect.

     

    2.03.  Terms
      Defined.  All terms defined elsewhere in the Indenture shall have the
      same meanings when used herein.

     

     

    
      
        
        

      

      
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    2.04.  Governing
      Law.  This Second Supplemental Senior Indenture shall be deemed to be
      a contract under the laws of the State of New York, and for all purposes shall
      be construed in accordance with the laws of such State, except as may otherwise
      be required by mandatory provisions of law.

     

    2.05.  Counterparts.  This
      Second Supplemental Senior Indenture may be executed in any number of
      counterparts, each of which shall be an original; but such counterparts shall
      together constitute but one and the same instrument.

     

    2.06.  Responsibility
      of the Trustee.  The recitals contained herein shall be taken as the
      statements of the Issuer, and the Trustee assumes no responsibility for the
      correctness of the same.  The Trustee makes no representations as to
      the validity or sufficiency of this Second Supplemental Senior Indenture.


     

     

    
      
        
        

      

      
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      IN
        WITNESS
        WHEREOF, the parties hereto have caused this Second Supplemental Senior
        Indenture to be duly executed by the Issuer and the Trustee under their
        respective corporate seals as of the day and year first written
        above.

    

     

    
      	 	 	
              MORGAN
                STANLEY

            	 
	 	 	 	 
	 	 	
              By:
                /s/ Daniel Park 

            	 
	 	 	
              
                

              

            	 
	 	 	
                    Title:
                Assistant Treasurer

            	 
	 	 	 	 
	
              [Corporate
                Seal]

            	 	 	 
	 	 	 	 
	
              Attest:

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:
                /s/ Martin M. Cohen

            	 	 	 
	
              
                
 

            	 	 	 
	
              Assistant
                Secretary

            	 	 	 


    

     

     

    
      
        	 	 	
                
                  THE
                    BANK OF NEW YORK, as Trustee

                

              	 
	 	 	 	 
	 	 	
                By:
                  /s/ Ignazio Tamburello

              	 
	 	 	
                
                  
 

              	 
	 	 	
                      Title:
                  Assistant Vice President

              	 
	 	 	 	 
	
                [Corporate
                  Seal]

              	 	 	 
	 	 	 	 
	
                Attest:

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                By:
                  /s/ Francine Kincaid

              	 	 	 
	
                
                  
 

              	 	 	 


      

       

    

     

     

    


    
      
        
        

      

      
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    STATE
      OF
      NEW
      YORK          )

    )
        ss.:

    COUNTY
      OF
      NEW YORK      )

    


     

    On
      the 4th day of January, 2008, before me personally came Daniel Park, to me
      known, who, being by me duly sworn, did depose and say that he is Assistant
      Treasurer, of Morgan Stanley, one of the corporations described in and which
      executed the foregoing instrument; that he knows the corporate seal of said
      corporation; that the seal affixed to said instrument is such corporate seal;
      that it was so affixed by authority of the Board of Directors of said
      corporation, and that he signed his name thereto by like authority.

     

     

    
      	 	
              /s/
                Michael M. O'Brien

            
	 	
              

            
	 	
              Notary
                Public

            


    

     

    


     

    [Notarial
      Seal]

     

     

     

     

    
      
        
        

      

      
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      STATE
        OF
        NEW
        YORK          )

      )
          ss.:

      COUNTY
        OF
        NEW YORK      )


    

     

    On
      the 4th day of January, 2008, before me personally came Ignazio Tamburello,
      to me known, who, being by me duly sworn, did depose and say that he is
      Assistant Vice President, of The Bank of New York, one of the corporations
      described in and which executed the foregoing instrument; that he knows the
      corporate seal of said corporation; that the seal affixed to said instrument
      is
      such corporate seal; that it was so affixed by authority of the Board of
      Directors of said corporation, and that he signed his name thereto by like
      authority.

    
      
         

        
          	 	
                  /s/
                    Cheryl L. Clarke

                
	 	
                  

                
	 	
                  Notary
                    Public

                


        

         

      

      


       

      [Notarial
        Seal]

       

       

      13