Exhibit
        4.1

       

    

     

    FORM
      OF FIXED RATE SENIOR NOTE

     

     

    
      	
              REGISTERED

            	
              REGISTERED

            
	
              No.
                FXR-1

            	
              U.S.
                $

            
	 	
              CUSIP:
                61747W869

            


    

     

    Unless
      this certificate is presented by an authorized representative of The Depository
      Trust Company (55 Water Street, New York, New York) to the issuer or its agent
      for registration of transfer, exchange or payment, and any certificate issued
      is
      registered in the name of Cede & Co. or such other name as requested by an
      authorized representative of The Depository Trust Company and any payment is
      made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
      Cede & Co., has an interest herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    MORGAN
      STANLEY

    SENIOR
      GLOBAL MEDIUM-TERM NOTE, SERIES F


     

    PERFORMANCE
      LEVERAGED UPSIDE SECURITIES (“PLUS”)

     

    
      PLUS
        DUE FEBRUARY 20, 2009

      BASED
        ON THE VALUE OF THE S&P 500®
        INDEX

    

     

    
      	
              ORIGINAL
                ISSUE DATE:

               

            	
              INITIAL
                REDEMPTION DATE: N/A

            	
              INTEREST
                RATE: None

            	
              MATURITY
                DATE: See “Maturity Date” below.

            
	
              INTEREST
                ACCRUAL DATE: N/A

            	
              INITIAL
                REDEMPTION PERCENTAGE: N/A

            	
              INTEREST
                PAYMENT DATE(S): N/A

            	
              OPTIONAL
                REPAYMENT DATE(S):  N/A

            
	
              SPECIFIED
                CURRENCY: U.S. dollars

            	
              ANNUAL
                REDEMPTION PERCENTAGE REDUCTION: N/A

            	
              INTEREST
                PAYMENT PERIOD: N/A

            	
              APPLICABILITY
                OF MODIFIED 
PAYMENT UPON ACCELERATION OR REDEMPTION: See “Alternate
                Exchange Calculation in the Case of an Event of Default”
                below.

            
	
              IF
                SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT
                IN
                U.S. DOLLARS: N/A

            	
              REDEMPTION
                NOTICE PERIOD: N/A

            	
              APPLICABILITY
                OF ANNUAL INTEREST PAYMENTS: N/A

            	
              If
                yes, state Issue Price: N/A

            
	
              EXCHANGE
                RATE AGENT: N/A

            	
              TAX
                REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: NO

            	
              PRICE
                APPLICABLE UPON OPTIONAL REPAYMENT: N/A

            	
              ORIGINAL
                YIELD TO MATURITY: N/A

            
	
              OTHER
                PROVISIONS: See below

            	
              IF
                YES, STATE INITIAL OFFERING DATE: N/A

            	 	 


    

     

    
      
        	
                Stated
                  Principal Amount

              	 	
                $10

                 

              
	
                Underlying
                  Index

              	 	
                
                  
                    
                      S&P
                        500®
                        Index

                       

                    

                  

                

              
	
                Underlying
                  Index Publisher

              	 	
                
                  
                    Standard
                      & Poor's®
                      Corporation

                  

                   

                

              
	
                Initial
                  Index Value

                 

              	 	 
	
                Pricing
                  Date

                 

              	 	 
	
                Denominations

              	 	
                $10
                  and integral multiples thereof

                 

              
	
                Bull
                  Market or Bear Market PLUS

              	 	
                Bull
                  Market PLUS

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                Maximum
                  Payment at Maturity

              	 	
                $          per
                  Stated Principal Amount

              
	 	 	 
	
                Minimum
                  Payment at Maturity

              	 	 
	
                if
                  Bear Market PLUS

              	 	
                N/A

              
	 	 	 
	
                Leverage
                  Factor

              	 	
                          %

              
	 	 	 
	
                Index
                  Valuation Date(s)

              	 	
                February
                  18, 2009.

              
	 	 	 
	 	 	
                If
                  there is only one Index Valuation Date, the Final Index Value shall
                  be
                  determined on that Index Valuation Date.  If there are multiple
                  Index Valuation Dates, then the Final Average Index Value shall
                  be
                  determined on the last Index Valuation Date, which is referred
                  to as the
                  “Final Index Valuation Date.”

              
	 	 	 
	 	 	
                If
                  a
                  Market Disruption Event with respect to the Underlying Index occurs
                  on any
                  scheduled Index Valuation Date, or if any such Index Valuation
                  Date is not
                  an Index Business Day, the Index Closing Value for such date shall
                  be
                  determined on the immediately succeeding Index Business Day on
                  which no
                  Market Disruption Event shall have occurred; provided that the
                  Final Index Value or the Final Average Index Value, as applicable,
                  shall
                  not be determined on a date later than the fifth scheduled Index
                  Business
                  Day after the scheduled Index Valuation Date or Final Index Valuation
                  Date, as applicable, and if such date is not an Index Business
                  Day or if
                  there is a Market Disruption Event on such date, the Calculation
                  Agent
                  shall determine the Index Closing Value of the Underlying Index
                  on such
                  date in accordance with the formula for calculating such index
                  last in
                  effect prior to the commencement of the Market Disruption Event
                  (or prior
                  to the non-Index Business Day), without rebalancing or substitution,
                  using
                  the closing price (or, if trading in the relevant securities has
                  been
                  materially suspended or materially limited, its good faith estimate
                  of the
                  closing price that would have prevailed but for such suspension,
                  limitation or non-Index Business Day) on such date of each security
                  most
                  recently constituting the Underlying Index.

              
	 	 	 
	
                Maturity
                  Date

              	 	
                February
                  20, 2009, subject to extension if the scheduled Index Valuation
                  Date or
                  Final Index Valuation Date, as applicable, is postponed in accordance
                  with
                  the definition thereof.  If
                  the

              


      

       

       

      
        
          
          

        

        
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                scheduled
                  Index Valuation Date or Final Index Valuation Date, as applicable,
                  is
                  postponed so that it falls less than two scheduled Trading Days
                  prior to
                  the scheduled Maturity Date, the Maturity Date shall be the second
                  scheduled Trading Day following the Index Valuation Date or Final
                  Index
                  Valuation Date, as applicable, as postponed.  See “Index
                  Valuation Date(s).”

              
	 	 	 
	 	 	
                In
                  the event that the Maturity Date of the PLUS is postponed due to
                  postponement of the Index Valuation Date or the Final Index Valuation
                  Date, as applicable, as described in the immediately preceding
                  paragraph,
                  the Issuer shall give notice of such postponement and, once it
                  has been
                  determined, of the date to which the Maturity Date has been rescheduled
                  (i) to the holder of this PLUS by mailing notice of such postponement
                  by
                  first class mail, postage prepaid, to the holder’s last address as it
                  shall appear upon the registry books, (ii) to the Trustee by telephone
                  or
                  facsimile confirmed by mailing such notice to the Trustee by first
                  class
                  mail, postage prepaid, at its New York office and (iii) to The
                  Depository
                  Trust Company (the “Depositary”) by telephone or facsimile confirmed by
                  mailing such notice to the Depositary by first class mail, postage
                  prepaid.  Any notice that is mailed in the manner herein
                  provided shall be conclusively presumed to have been duly given,
                  whether
                  or not the holder of this PLUS receives the notice.  The Issuer
                  shall give such notice as promptly as possible, and in no case
                  later than
                  (i) with respect to notice of postponement of the Maturity Date,
                  the
                  Business Day immediately following the scheduled Index Valuation
                  Date or
                  Final Index Valuation Date, as applicable, and (ii) with respect
                  to notice
                  of the date to which the Maturity Date has been rescheduled, the
                  Business
                  Day immediately following the actual Index Valuation Date or Final
                  Index
                  Valuation Date, as applicable, for determining the Final Index
                  Value (as
                  defined below) or Final Average Index Value (as defined below),
                  as
                  applicable.

              
	 	 	 
	
                Payment
                  at Maturity

              	 	
                At
                  maturity, upon delivery of this PLUS to the Trustee, the Issuer
                  shall pay
                  with respect to each Stated Principal Amount of this PLUS an amount
                  in
                  cash equal to:

              


      

       

       

      
        
          
          

        

        
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                1.  For
                  a Bull Market PLUS, (i) if the Final Index Value, or Final
                  Average Index Value, as applicable, is greater than the Initial
                  Index
                  Value, the lesser of (a) the Stated Principal Amount plus the Leveraged
                  Upside Payment and (b) the Maximum Payment at Maturity or (ii)
                  if the
                  Final Index Value or Final Average Index Value, as applicable,
                  is less
                  than or equal to the Initial Index Value, the Stated Principal
                  Amount
                  times the Index Performance Factor.

              
	 	 	 
	 	 	
                2.  For
                  a Bear Market PLUS, (i) if the Final Index Value or Final Average
                  Index Value, as applicable, is less than the Initial Index Value,
                  the
                  lesser of (a) the Stated Principal Amount plus the Enhanced Downside
                  Payment and (b) the Maximum Payment at Maturity or (ii) if the
                  Final Index
                  Value or Final Average Index Value, as applicable, is greater than
                  or
                  equal to the Initial Index Value, the Stated Principal Amount minus
                  the
                  Upside Reduction Amount, subject to the Minimum Payment at
                  Maturity.

              
	 	 	 
	 	 	
                The
                  Issuer shall, or shall cause the Calculation Agent to, (i) provide
                  written
                  notice to the Trustee and to the Depositary of the amount of cash
                  to be
                  delivered with respect to each Stated Principal Amount of this
                  PLUS, on or
                  prior to 10:30 a.m. on the Trading Day preceding the Maturity Date
                  (but if
                  such Trading Day is not a Business Day, prior to the close of business
                  on
                  the Business Day preceding the Maturity Date), and (ii) deliver
                  the
                  aggregate cash amount due with respect to this PLUS to the Trustee
                  for
                  delivery to the holder of this PLUS on the Maturity
                  Date.

              
	 
	
                Applicable
                  only for BULL MARKET PLUS  

              
	 	 	 
	
                Leveraged
                  Upside Payment

              	 	
                The
                  product of (i) the Stated Principal Amount and (ii) the Leverage
                  Factor
                  and (iii) the Index Percent Increase.

              
	 	 	 
	
                Index
                  Performance Factor

              	 	
                A
                  fraction, the numerator of which shall be the Final Index Value
                  or Final
                  Average Index Value, as applicable, and the denominator of which
                  shall be
                  the Initial Index Value.

              
	 
	
                Applicable
                  only for BEAR MARKET PLUS  

              


      

       

       

      
        
          
          

        

        
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                Enhanced
                  Downside Payment

              	 	
                The
                  product of (i) the Stated Principal Amount and (ii) the Leverage
                  Factor
                  and (iii) the Index Percent Decrease.

              
	 	 	 
	
                Upside
                  Reduction Amount

              	 	
                The
                  product of (i) the Stated Principal Amount and (ii) the Index Percent
                  Increase.

              
	 	 	 
	
                Index
                  Percent Decrease

              	 	
                A
                  fraction, the numerator of which shall be the Initial Index Value
                  minus
                  the Final Index Value or Final Average Index Value, as applicable,
                  and the
                  denominator of which shall be the Initial Index Value.

              
	 	 	 
	
                Applicable
                  for all PLUS

              	 	 
	 	 	 
	
                Index
                  Percent Increase

              	 	
                A
                  fraction, the numerator of which shall be the Final Index Value
                  or Final
                  Average Index Value, as applicable, minus the Initial Index Value
                  and the
                  denominator of which shall be the Initial Index Value.

              
	 	 	 
	
                Final
                  Index Value

              	 	
                For
                  PLUS with a single Index Valuation Date, the Index Closing Value
                  of the
                  Underlying Index on the Index Valuation Date, as determined by
                  the
                  Calculation Agent; and

              
	 	 	 
	 	 	
                for
                  PLUS with multiple Index Valuation Dates, the arithmetic average
                  of the
                  Index Closing Values of the Underlying Index on the Index Valuation
                  Dates,
                  as calculated by the Calculation Agent, which is referred to as
                  the “Final
                  Average Index Value.”

              
	 	 	 
	
                Index
                  Closing Value

              	 	
                The
                  Index Closing Value on any Index Business Day shall equal the closing
                  value of the Underlying Index or any Successor Index (as defined
                  under
                  “Discontinuance of the Underlying Index; Alteration of Method of
                  Calculation” below) published at the regular weekday close of trading on
                  that Index Business Day, as determined by the Calculation
                  Agent.  In certain circumstances, the Index Closing Value shall
                  be based on the alternate calculation of the Underlying Index described
                  under “Discontinuance of the Underlying Index; Alteration of Method of
                  Calculation.”

              
	 	 	 
	
                Price
                  Source

              	 	
                Bloomberg
                  page “SPX,” which shall be used by the Calculation Agent to determine the
                  Index Closing Value of the Underlying
                  Index.

              


      

       

       

      
        
          
          

        

        
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                If
                  such service or any successor service no longer displays the Index
                  Closing
                  Value of the Underlying Index, then the Calculation Agent shall
                  designate
                  an alternate source of such Index Closing Value, which shall be
                  the
                  publisher of the Underlying Index, unless the Calculation Agent,
                  in its
                  sole discretion, determines that an alternate service has become
                  the
                  market standard for transactions related to such index.

              
	 	 	 
	
                Trading
                  Day

              	 	
                A
                  day, as determined by the Calculation Agent, on which trading is
                  generally
                  conducted on the New York Stock Exchange LLC (“NYSE”), the American Stock
                  Exchange LLC, The NASDAQ Stock Market LLC, the Chicago Mercantile
                  Exchange, the Chicago Board of Options Exchange and in the
                  over-the-counter market for equity securities in the United
                  States.

              
	 	 	 
	
                Index
                  Business Day

              	 	
                A
                  day, as determined by the Calculation Agent, on which trading is
                  generally
                  conducted on each of the Relevant Exchange(s) for the Underlying
                  Index,
                  other than a day on which trading on such exchange(s) is scheduled
                  to
                  close prior to the time of the posting of its regular final weekday
                  closing price.

              
	 	 	 
	
                Relevant
                  Exchange

              	 	
                Relevant
                  Exchange means the primary exchange(s) or market(s) of trading
                  for (i) any
                  security then included in the Underlying Index, or any Successor
                  Index,
                  and (ii) any futures or options contracts related to the Underlying
                  Index
                  or to any security then included in the Underlying
                  Index.

              
	 	 	 
	
                Calculation
                  Agent

              	 	
                Morgan
                  Stanley & Co. Incorporated and its successors (“MS &
                  Co.”).

              
	 	 	 
	 	 	
                All
                  determinations made by the Calculation Agent shall be at the sole
                  discretion of the Calculation Agent and shall, in the absence of
                  manifest
                  error, be conclusive for all purposes and binding on the holder
                  of this
                  PLUS, the Trustee and the Issuer.

              
	 	 	 
	 	 	
                All
                  calculations with respect to the Payment at Maturity shall be rounded
                  to
                  the nearest one billionth, with five ten-billionths rounded upward
                  (e.g., .9876543215 would be rounded to .987654322); all dollar
                  amounts related to determination of the
                  amount

              


      

       

       

      
        
          
          

        

        
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                of
                  cash payable for each Stated Principal Amount of this PLUS shall
                  be
                  rounded to the nearest ten-thousandth, with five one hundred-thousandths
                  rounded upward (e.g., .76545 would be rounded up to .7655); and
                  all dollar amounts paid on the aggregate number of PLUS shall be
                  rounded
                  to the nearest cent, with one-half cent rounded upward.

              
	 	 	 
	
                Market
                  Disruption Event

              	 	
                Market
                  Disruption Event means, with respect to the Underlying Index, the
                  occurrence or existence of any of the following events, as determined
                  by
                  the Calculation Agent in its sole discretion:

              
	 	 	 
	 	 	
                (i)(a)
                  a suspension, absence or material limitation of trading of stocks
                  then
                  constituting 20 percent or more of the value of the Underlying
                  Index (or
                  the Successor Index) on the Relevant Exchanges for such securities
                  for
                  more than two hours of trading or during the one-half hour period
                  preceding the close of the principal trading session on such Relevant
                  Exchange; or

              
	 	 	 
	 	 	
                (b)
                  a breakdown or failure in the price and trade reporting systems
                  of any
                  Relevant Exchange as a result of which the reported trading prices
                  for
                  stocks then constituting 20 percent or more of the value of the
                  Underlying
                  Index (or the Successor Index) during the last one-half hour preceding
                  the
                  close of the principal trading session on such Relevant Exchange
                  are
                  materially inaccurate; or

              
	 	 	 
	 	 	
                (c)
                  the suspension, material limitation or absence of trading on any
                  major
                  U.S. securities market for trading in futures or options contracts
                  or
                  exchange traded funds related to the Underlying Index (or the Successor
                  Index) for more than two hours of trading or during the one-half
                  hour
                  period preceding the close of the principal trading session on
                  such
                  market; and

              
	 	 	 
	 	 	
                (ii)
                  a determination by the Calculation Agent in its sole discretion
                  that any
                  event described in clause (i) above materially interfered with
                  the ability
                  of the Issuer or any of its affiliates to unwind or adjust all
                  or a
                  material portion of the hedge position with respect to this issuance
                  of
                  PLUS.

              


      

       

       

      
        
          
          

        

        
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                For
                  the purpose of determining whether a Market Disruption Event exists
                  at any
                  time, if trading in a security included in the Underlying Index
                  is
                  materially suspended or materially limited at that time, then the
                  relevant
                  percentage contribution of that security to the value of the Underlying
                  Index shall be based on a comparison of (x) the portion of the
                  value of
                  the Underlying Index attributable to that security relative to
                  (y) the
                  overall value of the Underlying Index, in each case immediately
                  before
                  that suspension or limitation.

              
	 	 	 
	 	 	
                For
                  the purpose of determining whether a Market Disruption Event has
                  occurred:  (1) a limitation on the hours or number of days of
                  trading shall not constitute a Market Disruption Event if it results
                  from
                  an announced change in the regular business hours of the Relevant
                  Exchange
                  or market, (2) a decision to permanently discontinue trading in
                  the
                  relevant futures or options contract or exchange traded fund shall
                  not
                  constitute a Market Disruption Event, (3) limitations pursuant
                  to the
                  rules of any Relevant Exchange similar to NYSE Rule 80A (or any
                  applicable
                  rule or regulation enacted or promulgated by any other self-regulatory
                  organization or any government agency of scope similar to NYSE
                  Rule 80A as
                  determined by the Calculation Agent) on trading during significant
                  market
                  fluctuations shall constitute a suspension, absence or material
                  limitation
                  of trading, (4) a suspension of trading in futures or options contracts
                  or
                  exchange traded funds on the Underlying Index by the primary securities
                  market trading in such contracts or funds by reason of (a) a price
                  change
                  exceeding limits set by such securities exchange or market, (b)
                  an
                  imbalance of orders relating to such contracts or funds, or (c)
                  a
                  disparity in bid and ask quotes relating to such contracts or funds
                  shall
                  constitute a suspension, absence or material limitation of trading
                  in
                  futures or options contracts or exchange traded funds related to
                  the
                  Underlying Index and (5) a “suspension, absence or material limitation of
                  trading” on any Relevant Exchange or on the primary market on which
                  futures or options contracts or exchange traded funds related to
                  the
                  Underlying Index are traded shall not
                  include

              


      

       

       

      
        
          
          

        

        
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                any
                  time when such securities market is itself closed for trading under
                  ordinary circumstances.

              
	 	 	 
	
                Alternate
                  Exchange Calculation

              	 	 
	
                in
                  the Case of an Event of Default

              	 	
                In
                  case an event of default with respect to the PLUS shall have occurred
                  and
                  be continuing, the amount declared due and payable for each Stated
                  Principal Amount of this PLUS upon any acceleration of this PLUS
                  shall be
                  determined by the Calculation Agent and shall be an amount in cash
                  equal
                  to the Payment at Maturity calculated using the Index Closing Value
                  as of
                  the date of such acceleration as the Final Index Value or Final
                  Average
                  Index Value, as applicable, plus, if applicable, any accrued but
                  unpaid
                  interest as of the date of such acceleration.

              
	 	 	 
	 	 	
                If
                  the maturity of the PLUS is accelerated because of an event of
                  default as
                  described above, the Issuer shall, or shall cause the Calculation
                  Agent
                  to, provide written notice to the Trustee at its New York office,
                  on which
                  notice the Trustee may conclusively rely, and to the Depositary
                  of the
                  cash amount due with respect to each Stated Principal Amount of
                  this PLUS
                  as promptly as possible and in no event later than two Business
                  Days after
                  the date of acceleration.

              
	 	 	 
	
                Discontinuance
                  of the

              	 	 
	
                Underlying
                  Index;

              	 	 
	
                Alteration
                  of  Method of

              	 	 
	
                Calculation

              	 	
                If
                  the Underlying Index Publisher discontinues publication of the
                  Underlying
                  Index and the Underlying Index Publisher or another entity (including
                  MS
                  & Co.) publishes a successor or substitute index that the Calculation
                  Agent determines, in its sole discretion, to be comparable to the
                  discontinued Underlying Index (such index being referred to herein
                  as a
                  “Successor Index”), then any subsequent Index Closing Value shall be
                  determined by reference to the published value of such Successor
                  Index at
                  the regular weekday close of trading on any Index Business Day
                  that the
                  Index Closing Value is to be determined.

              
	 	 	 
	 	 	
                Upon
                  any selection by the Calculation Agent of a Successor Index, the
                  Calculation Agent shall cause

              


      

       

       

      
        
          
          

        

        
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                written
                  notice thereof to be furnished to the Trustee, to the Issuer and
                  to the
                  Depositary, as holder of the PLUS, within three Trading Days of
                  such
                  selection.

              
	 	 	 
	 	 	
                If
                  the Underlying Index Publisher discontinues publication of the
                  Underlying
                  Index prior to, and such discontinuance is continuing on, any Index
                  Valuation Date or the date of acceleration and the Calculation
                  Agent
                  determines, in its sole discretion, that no Successor Index is
                  available
                  at such time, then the Calculation Agent shall determine the Index
                  Closing
                  Value for such Index Valuation Date or date of
                  acceleration.  The Index Closing Value shall be computed by the
                  Calculation Agent in accordance with the formula for and method
                  of
                  calculating the Underlying Index last in effect prior to such
                  discontinuance, using the closing price (or, if trading in the
                  relevant
                  securities has been materially suspended or materially limited,
                  its good
                  faith estimate of the closing price that would have prevailed but
                  for such
                  suspension or limitation) at the close of the principal trading
                  session of
                  the Relevant Exchange on such Index Valuation Date or date of acceleration
                  of each security most recently constituting the Underlying Index
                  without
                  any rebalancing or substitution of such securities following such
                  discontinuance.

              
	 	 	 
	 	 	
                If
                  at any time the method of calculating the Underlying Index or a
                  Successor
                  Index, or the value thereof, is changed in a material respect,
                  or if the
                  Underlying Index or a Successor Index is in any other way modified
                  so that
                  such index does not, in the opinion of the Calculation Agent, fairly
                  represent the value of such index had such changes or modifications
                  not
                  been made, then, from and after such time, the Calculation Agent
                  shall, at
                  the close of business in New York City on each date on which the
                  Index
                  Closing Value is to be determined, make such calculations and adjustments
                  as, in the good faith judgment of the Calculation Agent, may be
                  necessary
                  in order to arrive at a value of a stock index comparable to the
                  Underlying Index or such Successor Index, as the case may be, as
                  if such
                  changes or modifications had not been made, and the Calculation
                  Agent
                  shall calculate the Final Index Value or Final Average Index Value,
                  as
                  applicable, with

              


      

       

       

      
        
          
          

        

        
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                reference
                  to the Underlying Index or such Successor Index, as
                  adjusted.  Accordingly, if the method of calculating the
                  Underlying Index or a Successor Index is modified so that the value
                  of
                  such index is a fraction of what it would have been if it had not
                  been
                  modified (e.g., due to a split in the index), then the Calculation
                  Agent
                  shall adjust such index in order to arrive at a value of the Underlying
                  Index or such Successor Index as if it had not been modified (e.g.,
                  as if
                  such split had not occurred).

              


      

    

     

     

     

     

    
      
        
        

      

      
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    Morgan
      Stanley, a Delaware corporation (together with its successors and assigns,
      the
“Issuer”), for value received, hereby promises to pay to CEDE
& Co., or registered assignees, the amount of cash, as determined
      in
      accordance with the provisions set forth under “Payment at Maturity” above, due
      with respect to the principal sum of U.S. $    (UNITED
      STATES DOLLARS    ), on the Maturity Date specified above
      (except to the extent redeemed or repaid prior to maturity) and to pay interest
      thereon at the Interest Rate per annum specified above, from and including
      the
      Interest Accrual Date specified above until the principal hereof is paid or
      duly
      made available for payment weekly, monthly, quarterly, semiannually or annually
      in arrears as specified above as the Interest Payment Period on each Interest
      Payment Date (as specified above), 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 between a Record Date, as defined below, and the
      next succeeding Interest Payment Date, interest payments will commence on the
      second Interest Payment Date succeeding the Interest Accrual Date to the
      registered holder of this Note on the Record Date with respect to such second
      Interest Payment Date; and provided, further, that if this Note is
      subject to “Annual Interest Payments,” interest payments shall be made annually
      in arrears and the term “Interest Payment Date” shall be deemed
      to mean the first day of March in each year.

     

    Interest
      on this Note will accrue from and including the most recent 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.  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 person in whose name this Note (or one or
      more
      predecessor Notes) is registered at the close of business on the date 15
      calendar days prior to such Interest Payment Date (whether or not a Business
      Day
      (as defined below)) (each such date, a “Record Date”);
provided, however, that interest payable at maturity (or any redemption
      or repayment date) will be payable to the person to whom the principal hereof
      shall be payable.  As used herein, “Business Day”
means any day, other than a Saturday or Sunday, (a) 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 (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 (b) 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”).

     

    Payment
      of
      the principal of this Note, any premium and the interest due at maturity (or
      any
      redemption or repayment date), unless this Note is denominated in a Specified
      Currency other than U.S. dollars and is to be paid in whole or in part in such
      Specified Currency, will be made in immediately available funds upon surrender
      of this Note at the office or agency of the Paying Agent, as defined on the
      reverse hereof, maintained for that purpose in the Borough of Manhattan, The
      City of New York, or at such other paying agency as the Issuer may determine,
      in
      U.S. dollars.  U.S. dollar payments of interest, other than interest
      due at maturity or on any 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    date
      of
      redemption or repayment, will be made by U.S. dollar check mailed to the address
      of the person entitled thereto as such address shall appear in the Note
      register.  A holder of U.S. $10,000,000 (or the equivalent in a
      Specified Currency) or more in aggregate principal amount of Notes having the
      same Interest Payment Date, the interest on which is payable in U.S. dollars,
      shall be entitled to receive payments of interest, other than interest due
      at
      maturity or on any date of redemption or repayment, by wire transfer of
      immediately available funds if appropriate wire transfer instructions have
      been
      received by the Paying Agent in writing not less than 15 calendar days prior
      to
      the applicable Interest Payment Date.

     

    If
      this
      Note is denominated in a Specified Currency other than U.S. dollars, and the
      holder does not elect (in whole or in part) to receive payment in U.S. dollars
      pursuant to the next succeeding paragraph, payments of interest, principal
      or
      any premium with regard to this Note will be made by wire transfer of
      immediately available funds to an account maintained by the holder hereof with
      a
      bank located outside the United States if appropriate wire transfer instructions
      have been received by the Paying Agent in writing, with respect to payments
      of
      interest, on or prior to the fifth Business Day after the applicable Record
      Date
      and, with respect to payments of principal or any premium, at least ten Business
      Days prior  to the Maturity Date or any redemption or repayment date,
      as the case may be; provided that, if payment of interest, principal or
      any premium with regard to this Note is payable in euro, the account must be
      a
      euro account in a country for which the euro is the lawful currency,
provided, further, that if such wire transfer instructions are not
      received, such payments will be made by check payable in such Specified Currency
      mailed to the address of the person entitled thereto as such address shall
      appear in the Note register; and provided, further, that 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 surrender of this Note at the
      office or agency referred to in the preceding paragraph.

     

    If
      so
      indicated on the face hereof, the holder of this Note, if denominated in a
      Specified Currency other than U.S. dollars, may elect to receive all or a
      portion of payments on this Note in U.S. dollars by transmitting a written
      request to the Paying Agent, on or prior to the fifth Business Day after such
      Record Date or at least ten Business Days prior to the Maturity Date or any
      redemption or repayment date, as the case may be.  Such election shall
      remain in effect unless such request is revoked by written notice to the Paying
      Agent as to all or a portion of payments on this Note at least five Business
      Days prior to such Record Date, for payments of interest, or at least ten
      calendar days prior to the Maturity Date or any redemption or repayment date,
      for payments of principal, as the case may be.

     

    If
      the
      holder elects to receive all or a portion of payments of principal of, premium,
      if any, and interest on this Note, if denominated in a Specified Currency other
      than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as defined on
      the
      reverse hereof) will convert such payments into U.S. dollars.  In the
      event of such an election, payment in respect of this Note will be based upon
      the exchange rate as determined by the Exchange Rate Agent based on the highest
      bid quotation in The City of New York received by such Exchange Rate Agent
      at
      approximately 11:00 a.m., New York City time, on the second Business Day
      preceding the applicable payment date from three recognized foreign exchange
      dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate
      Agent is an affiliate of the Issuer) for the purchase by the 

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    quoting
      dealer of the Specified Currency for U.S. dollars for settlement on such payment
      date in the amount of the Specified Currency payable in the absence of such
      an
      election to such holder and at which the applicable dealer commits to execute
      a
      contract.  If such bid quotations are not available, such payment will
      be made in the Specified Currency.  All currency exchange costs will
      be borne by the holder of this Note by deductions from such
      payments.

     

    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, 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.

     

     

     

    
      
        
        

      

      
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    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

            


    

     

     

    
      
        
        

      

      
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    FORM
      OF
      REVERSE OF SECURITY

     

    This
      Note
      is one of a duly authorized issue of Senior Global Medium-Term Notes, Series
      F,
      (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, a New York banking corporation (as successor Trustee
      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 may be 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 (as successor to JPMorgan Chase Bank, N.A.) at its corporate
      trust office in The City of New York as the paying agent (the “Paying
      Agent,” which term includes any additional or successor Paying Agent
      appointed by the Issuer) with respect to the Notes.  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 provided on the face hereof in accordance
      with the provisions of the following two paragraphs, 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.  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.  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 registered
      holders of the Notes designated for redemption at their addresses as the same
      shall appear on the Note register 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, subject to all the conditions and
      provisions of the Senior Indenture.  In the event of redemption of
      this Note in part only, a new Note or Notes for the amount of the unredeemed
      portion hereof shall be issued in the name of the holder hereof upon the
      cancellation hereof.

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

     

    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, 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 Paying Agent
      must
      receive at its corporate trust office in the Borough of Manhattan, The City
      of
      New York, at least 15 but not more than 30 calendar days prior to the date
      of
      repayment, (i) this Note with the form entitled “Option to Elect Repayment”
below duly completed or (ii) a telegram, telex, facsimile transmission or a
      letter from a member of a national securities exchange or the National
      Association of Securities Dealers, Inc. or a commercial bank or a trust company
      in the United States setting forth the name of the holder of this Note, the
      principal amount hereof, the certificate number of this Note or a description
      of
      this Note’s tenor and terms, the principal amount hereof to be repaid, a
      statement that the option to elect repayment is being exercised thereby and
      a
      guarantee that this Note, together with the form entitled “Option to Elect
      Repayment” duly completed, will be received by the Paying Agent not later than
      the fifth Business Day after the date of such telegram, telex, facsimile
      transmission or letter; provided, that such telegram, telex, facsimile
      transmission or letter shall only be effective if this Note and form duly
      completed are received by the Paying Agent by such fifth Business
      Day.  Exercise of such repayment option by the holder hereof shall be
      irrevocable.  In the event of repayment of this Note in part only, a
      new Note or Notes for the amount of the unpaid portion hereof shall be issued
      in
      the name of the holder hereof upon the cancellation hereof.

     

    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 provided 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 

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    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,
      and any Note or Notes issued upon transfer or exchange hereof, is issuable
      only
      in fully registered form, without coupons, and, if denominated in U.S. dollars,
      unless otherwise stated above, is issuable only in denominations of U.S. $1,000
      and any integral multiple of U.S. $1,000 in excess thereof.  If this
      Note is denominated in a Specified Currency other than U.S. dollars, then,
      unless a higher minimum denomination is required by applicable law, it is
      issuable only in denominations of the equivalent of U.S. $1,000 (rounded to
      an
      integral multiple of 1,000 units of such Specified Currency), or any amount
      in
      excess thereof which is an integral multiple of 1,000 units of such Specified
      Currency, as determined by reference to the noon dollar buying rate in The
      City
      of New York for cable transfers of such Specified Currency published by the
      Federal Reserve Bank of New York (the “Market Exchange Rate”)
      on the Business Day immediately preceding the date of issuance.

     

    The
      Trustee has been appointed registrar for the Notes, and the Trustee will
      maintain at its office in The City of New York a register for the registration
      and transfer of Notes.  This Note may be transferred at the aforesaid
      office of the Trustee by surrendering this Note for cancellation, accompanied
      by
      a written instrument of transfer in form satisfactory to the Issuer and the
      Trustee and duly executed by the registered holder hereof in person or by the
      holder’s attorney duly authorized in writing, and thereupon the Trustee shall
      issue in the name of the transferee or transferees, in exchange herefor, a
      new
      Note or Notes having identical terms and provisions and having a like aggregate
      principal amount in authorized denominations, subject to the terms and
      conditions set forth herein; provided, however, that the Trustee will
      not be required (i) to register the transfer of or exchange any Note that has
      been called for redemption in whole or in part, except the unredeemed portion
      of
      Notes being redeemed in part, (ii) to register the transfer of or exchange
      any Note if the holder thereof has exercised his right, if any, to require
      the
      Issuer to repurchase such Note in whole or in part, except the portion of such
      Note not required to be repurchased, or (iii) to register the transfer of or
      exchange Notes to the extent and during the period so provided in the Senior
      Indenture with respect to the redemption of Notes.  Notes are
      exchangeable at said office for other Notes of other authorized denominations
      of
      equal aggregate principal amount having identical terms and
      provisions.  All such exchanges and transfers of Notes will be free of
      charge, but the Issuer may require payment of a sum sufficient to cover any
      tax
      or other governmental charge in connection therewith.  All Notes
      surrendered for exchange shall be accompanied by a written instrument of
      transfer in form satisfactory to the Issuer and the Trustee and executed by
      the
      registered holder in person or by the holder’s attorney duly authorized in
      writing.  The date of registration of any Note delivered upon any
      exchange or 

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    transfer
      of Notes shall be such that no gain or loss of interest results from such
      exchange or transfer.

     

    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, if this Note is destroyed, lost or stolen, 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.

     

    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, premium, if any,
      or
      interest on, any series of debt securities issued under the Senior Indenture,
      including the series of Senior 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 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 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 

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    original
      issue discount accrued being calculated using a constant yield method (as
      described in the next paragraph), (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
      constant yield shall be calculated
      using a 30-day month, 360-day year convention, a compounding 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.

     

    If
      the face hereof indicates that this
      Note is subject to “Tax Redemption and Payment of Additional Amounts,” 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 above)), 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 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.

     

     

    
      
        
        

      

      
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    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
      face hereof indicates that this Note is subject to “Tax Redemption and Payment
      of Additional Amounts,” 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 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;

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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 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.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    Except
      as
      set forth below, if the principal of, 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 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, 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 Treaty establishing the European Community, 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.  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 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.
      Incorporated, 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 and coupons.

     

    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 in the Borough of Manhattan, The City of New
      York, and an office or agency in said Borough of Manhattan for the registration,
      transfer and exchange as aforesaid of the Notes.  The Issuer may
      designate other agencies for the payment of said principal, premium and interest
      at such place or places (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.  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, 

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    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, premium, if any, and 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 registered holder of this Note.

     

    Prior
      to
      due presentment of this Note for registration of transfer, the Issuer, the
      Trustee and any agent of the Issuer or the Trustee may treat the holder in
      whose
      name this Note is registered 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, premium, if any,
      or
      the 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, 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
      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.

     

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
       

      
        
           

          ABBREVIATIONS

           

          The
            following abbreviations, when used in the inscription on the face of
            this
            instrument, shall be construed as though they were written out in full
            according
            to applicable laws or regulations:

           

          TEN
            COM   –   as tenants in common

           

          TEN
            ENT    –   as tenants by the
            entireties

           

          
            JT
              TEN        –   as
              joint
              tenants with right of survivorship and not as tenants in
              common

          

           

          UNIF
            GIFT
            MIN ACT – ______________________Custodian
            __________________________

          (Minor)                                                      (Cust)

           

          Under
            Uniform Gifts to Minors Act ______________________________

          (State)

           

          Additional
            abbreviations may also be used though not in the above list.

           

          _______________________

           



         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

        
           

           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
            unto

           

          ____________________________________________

          [PLEASE
            INSERT SOCIAL SECURITY OR OTHER

          IDENTIFYING
            NUMBER OF ASSIGNEE] 
             

             
              
                

              

            

             
              
                

                 
                  
                    
[PLEASE
                    PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
                    ASSIGNEE]

                

              

            

          

           

          the
            within
            Note and all rights thereunder, hereby irrevocably constituting and appointing
            such person attorney to transfer such note on the books of the Issuer,
            with full
            power of substitution in the premises.

           

          Dated:_______________________

           

          
            	
                    NOTICE:

                  	
                    The
                      signature to this assignment must correspond with the name
                      as written upon
                      the face of the within Note in every particular without alteration
                      or
                      enlargement or any change
                      whatsoever.

                  

 

          
            
              
              

            

            
              27

              
                

              

            

            
              
              

            

          

           

           

          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:________________________                                _______________________________________

          
            	
                     

                  	
                    NOTICE:  The
                      signature on this Option to Elect Repayment must correspond
                      with the name
                      as written upon the face of the within instrument in every
                      particular
                      without alteration or enlargement.

                  


          

           

           

           

          28