EXHIBIT
      4.3

     

    


     

    [FORM
      OF FACE OF SECURITY]


     

    PERMANENT
      GLOBAL FLOATING RATE SENIOR BEARER NOTE

    


    
      	
              BEARER

              No.
                PGFLR

            	
              BEARER

            


    

    


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

     

    UNLESS
      AND
      UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES OR IN WHOLE OR IN
      PART FOR REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS
      A
      WHOLE BY THE DEPOSITARY (WHICH FOR THIS PURPOSE INCLUDES ANY COMMON SAFEKEEPER)
      TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
      DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
      SUCH
      NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITARY.

     

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

    

      

    

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

    MORGAN
      STANLEY

    GLOBAL
      MEDIUM TERM NOTE, SERIES [G/H]


     

    Permanent
      Global Floating Rate Senior Bearer Note

     

    
      	
              ORIGINAL
                ISSUE DATE:

            	
              INTEREST
                ACCRUAL DATE:

            	
              INTEREST
                PAYMENT DATE(S):

            
	
              MATURITY
                DATE:

            	
              INITIAL
                INTEREST RATE:

            	
              INTEREST
                PAYMENT PERIOD:

            
	
              BASE
                RATE:

            	
              INITIAL
                INTEREST RESET DATE:

            	
              INTEREST
                RESET DATE(S):

            
	
              INDEX
                MATURITY:

            	
              MAXIMUM
                INTEREST RATE:

            	
              INTEREST
                RESET PERIOD:

            
	
              SPREAD
                (PLUS OR MINUS):

            	
              MINIMUM
                INTEREST RATE:

            	
              CALCULATION
                AGENT:

            
	
              SPREAD
                MULTIPLIER:

            	
              INITIAL
                REDEMPTION DATE:

            	
              EUROCLEAR
                NO:

            
	
              SPECIFIED
                CURRENCY:

            	
              INITIAL
                REDEMPTION PERCENTAGE:

            	
              CLEARSTREAM
                NO:

            
	
              INDEX
                CURRENCY:

            	
              ANNUAL
                REDEMPTION PERCENTAGE REDUCTION:

            	
              COMMON
                CODE:

            
	
              DESIGNATED
                CMT TELERATE PAGE:

            	
               REDEMPTION
                NOTICE PERIOD:2

            	
              ISIN:

            
	
              DESIGNATED
                CMT MATURITY INDEX:

            	
              OPTIONAL
                REPAYMENT DATE(S):

            	
              MINIMUM
                DENOMINATIONS:

            
	
              REPORTING
                SERVICE:

            	
              INITIAL
                OFFERING DATE:

            	
              EXCHANGE
                FOR REGISTERED NOTES: [NO]3

            
	
              NEW
                GLOBAL NOTE (“NGN”):

              [YES/NO]4

            	
              IF
                THIS IS AN NGN, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW
                ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND MONETARY
                OPERATIONS: [YES]4

            	
              OTHER
                PROVISIONS:

            


    

     

    
      

    

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

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

      

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

      

      
 

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    Morgan
      Stanley, a Delaware corporation (together with its successors and assigns,
      the
“Issuer”), for value received, hereby promises to pay to
      bearer, upon surrender hereof, the principal amount specified in [Schedule
      A
      hereto]5 [Schedule A-1 hereto]6,
      or, if the face of this Note indicates that
      it is intended to be an NGN, the aggregate principal amount from time to time
      entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking,
      société anonyme (together, the “Relevant Clearing Systems”), on
      the Maturity Date specified above (except to the extent previously redeemed
      or
      repaid) and to pay interest thereon, from and including the Interest Accrual
      Date specified above at a rate per annum equal to the Initial Interest Rate
      specified above or determined in accordance with the provisions specified on
      the
      reverse hereof until the Initial Interest Reset Date specified above, and on
      and
      after at a rate per annum determined in accordance with the provisions specified
      on the reverse hereof until but excluding the date such principal amount is
      paid
      or duly made available for payment. Unless such rate is otherwise specified
      on
      the face hereof, the Calculation Agent shall determine the Initial Interest
      Rate
      for this Note in accordance with the provisions specified on the reverse
      hereof.  The Issuer will pay interest in arrears monthly, quarterly,
      semiannually or annually as specified above as the Interest Payment Period
      on
      each Interest Payment Date (as specified above), commencing with the first
      Interest Payment Date next succeeding the Interest Accrual Date specified above,
      and on the Maturity Date specified above (or any redemption or repayment date);
      provided, however, that if the Interest Accrual Date occurs
      fifteen calendar days or less prior to the first Interest Payment Date occurring
      after the Interest Accrual Date, interest payments will commence on the second
      Interest Payment Date succeeding the Interest Accrual Date; and
provided, further, that if an Interest Payment Date (other
      than the Maturity Date or any redemption or repayment date) would fall on a
      day
      that is not a Business Day, as defined on the reverse hereof, such Interest
      Payment Date shall be the following day that is a Business Day, except that
      if
      the Base Rate specified above is LIBOR or EURIBOR and such next Business Day
      falls in the next calendar month, such Interest Payment Date shall be the
      immediately preceding day that is a Business Day; and provided,
further, that if the Maturity Date or redemption or repayment
      date
      would fall on a day that is not a Business Day, the payment of principal,
      premium, if any, and interest shall be made on the next succeeding Business
      Day
      and no interest shall accrue for the period from and after such Maturity Date
      or
      redemption or repayment date.  If this Note is intended to be an NGN,
      the records of the Relevant Clearing Systems (which, in this Note, means the
      records that each Relevant Clearing System holds for its customers to reflect
      the amount of such customers’ interests in this Note) shall be conclusive
      evidence of the aggregate principal amount of this Note and, for these purposes,
      a statement issued by a Relevant Clearing System (which statement shall be
      made
      to the Issuer, to the Trustee, to the Principal Paying Agent or to the bearer
      of
      this Note on request) stating the aggregate principal 

     

    
      

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

      

       


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

         

      

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    amount
      of
      this Note shall be conclusive of the records of such Relevant Clearing System
      at
      that time.

     

    Interest
      on this Note will accrue from and including the most recent Interest Payment
      Date to which interest has been paid or duly provided for, or, if no interest
      has been paid or duly provided for, from and including the Interest Accrual
      Date, until but excluding the date the principal hereof has been paid or duly
      made available for payment (except as provided below).  The interest
      so payable, and punctually paid or duly provided for, on any Interest Payment
      Date will, subject to certain exceptions described herein, be paid to the holder
      of this Note at the office or agency of the Principal Paying Agent (this and
      certain other capitalized terms used herein are defined on the reverse of this
      Note) or at the office or agency of such other paying agents outside the United
      States as the Issuer may determine for that purpose (each, a “Paying
      Agent,” which term shall include the Principal Paying
      Agent).

     

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

     

    Payment
      of
      the principal of and premium, if any, and interest on this Note will be made
      in
      the Specified Currency indicated above, except as provided on the reverse
      hereof.  If this Note is denominated in U.S. dollars, any payment of
      the principal of and premium, if any, and interest on this Note will be made
      in
      such coin or currency of the United States as at the time of payment is legal
      tender for payment of public and private debts.  Such payments on this
      Note will be made either by a check mailed to an address outside the United
      States furnished by the payee or, at the option of the payee and subject to
      applicable laws and regulations and the procedures of the Paying Agent, by
      wire
      transfer of immediately available funds to an account maintained by the payee
      with a bank located outside the United States if appropriate wire transfer
      instructions have been received by the Paying Agent not less than 15 calendar
      days prior to the applicable payment date.  Notwithstanding the
      foregoing, in the event that payment in U.S. dollars of the full amount payable
      on this Note at the offices of all Paying Agents would be illegal or effectively
      precluded as a result of exchange controls or similar restrictions, payment
      on
      this Note will be made by a paying agency in the United States, if such paying
      agency, under applicable law and regulations, would be able to make such
      payment.  If this Note is denominated in a Specified Currency other
      than U.S. dollars, then, except as provided on the reverse hereof, payment
      of
      the principal of and premium, if any, and interest on this Note will be made
      in
      such Specified Currency either by a check drawn on a bank outside the United
      States or, at the option of the payee and subject to applicable laws and
      regulations and the procedures of the Paying Agent, by wire transfer of
      immediately available funds to an account maintained by the payee with a bank
      located outside the United States.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    

 

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

     

    


    
      	
              DATED:

            	MORGAN
              STANLEY
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	
               

            
	 	 	
              

            
	 	 	
              Name:

            	
               

            
	 	 	
              Title:

            	
               

            


    

    


     

    TRUSTEE’S
      CERTIFICATE

    OF
      AUTHENTICATION

    


    This
      is
      one of the Notes referred

    to
      in the
      within-mentioned

    Senior
      Indenture.

    


    THE
      BANK
      OF NEW YORK,

    as
      Trustee

    


    
      	
              By:

            	 
	 	
              

            
	 	
              Authorized
                Signatory

            


    

    


    


    EFFECTUATION
      BY COMMON7

    SAFE-KEEPER

    


    This
      Note
      is effectuated.

    


    [COMMON
      SAFE-KEEPER]

    


    
      	
              By:

            	 
	 	
              

            
	 	
              Authorized
                Signatory

            


    

    


     

    

      

    

    
      7
        An effectuation
        block is only applicable if this Permanent Global Floating Rate Senior Bearer
        Note is intended to be an NGN and if a Note manually signed by the Issuer
        will
        not be physically delivered to the common safe-keeper.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    [FORM
      OF REVERSE OF SECURITY]

     

    This
      Note
      is one of a duly authorized issue of Global Medium-Term Notes, Series [G/H],
      having maturities more than nine months from the date of issue (the
“Notes”), of the Issuer.  The Notes are issuable
      under a Senior Indenture, dated as of November 1, 2004, between the Issuer
      and
      The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known
      as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term
      includes any successor trustee under the Senior Indenture) (as supplemented
      by
      the First Supplemental Senior Indenture, dated as of September 4, 2007, and
      the
      Second Supplemental Senior Indenture, dated as of January 4, 2008, and as may
      be
      further amended or supplemented from time to time, the “Senior
      Indenture”), to which Senior Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights,
      limitations of rights, duties and immunities of the Issuer, the Trustee and
      holders of the Notes and the terms upon which the Notes are, and are to be,
      authenticated and delivered.  The Issuer has appointed The Bank of New
      York, London Branch (as successor to JPMorgan Chase Bank, N.A., London Branch),
      as its principal paying agent for the Notes (the “Principal Paying
      Agent,” which term includes any additional or successor Principal
      Paying Agent appointed by the Issuer).  The terms of individual Notes
      may vary with respect to interest rates, interest rate formulas, issue dates,
      maturity dates, or otherwise, all as provided in the Senior
      Indenture.  To the extent not inconsistent herewith, the terms of the
      Senior Indenture are hereby incorporated by reference herein.

     

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

     

    If
      so
      indicated on the face hereof, this Note may be redeemed in whole or in part
      at
      the option of the Issuer on or after the Initial Redemption Date specified
      on
      the face hereof on the terms set forth on the face hereof, together with
      interest accrued and unpaid hereon to the date of redemption (except as
      indicated below).  If this Note is subject to “Annual
      Redemption Percentage Reduction,” the Initial Redemption Percentage
      indicated on the face hereof will be reduced on each anniversary of the Initial
      Redemption Date by the Annual Redemption Percentage Reduction specified on
      the
      face hereof until the redemption price of this Note is 100% of the principal
      amount hereof, together with interest accrued and unpaid hereon to the date
      of
      redemption (except as provided below).  Notice of redemption shall be
      mailed to the holders of the Notes designated for redemption who have filed
      their names and addresses with the Principal Paying Agent, not less than 30
      nor
      more than 60 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.  Notice of
      redemption to all other holders of Notes shall be given in the manner set forth
      in “Notices” as defined below and, if by publication, shall be given once in
      each of three successive calendar 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    If
      so
      indicated on the face of this Note, this Note will be subject to repayment
      at
      the option of the holder on the Optional Repayment Date or Dates specified
      on
      the face hereof on the terms set forth herein.  On any Optional
      Repayment Date, this Note will be repayable in whole or in part in increments
      of
      $1,000 or, if this Note is denominated in a Specified Currency other than U.S.
      dollars, in increments of 1,000 units of such Specified Currency
      (provided that any remaining principal amount hereof shall not be less
      than the minimum authorized denomination hereof) at the option of the holder
      hereof at a price equal to 100% of the principal amount to be repaid, together
      with interest accrued and unpaid hereon to the date of repayment (except as
      provided below).  For this Note to be repaid at the option of the
      holder hereof, the Principal Paying Agent must receive at its office in London,
      at least 15 but not more than 30 calendar days prior to the date of repayment,
      this Note with the form entitled “Option to Elect Repayment” below duly
      completed, or a telegram, telex, facsimile transmission or a letter from a
      member of a national securities exchange, or the Financial Industry Regulatory
      Authority, Inc. or a commercial bank or trust company in the United States,
      Western Europe or Japan setting forth the principal amount of the Note, the
      principal amount of the Note to be repaid, the certificate number or a
      description of the tenor and terms of this Note, a statement that the Option
      to
      Elect Repayment is being exercised and a guarantee that this Note to be repaid,
      together with the duly completed form entitled Option to Elect Repayment, will
      be received by the Principal Paying Agent not later than the fifth Business
      Day
      after the date of that telegram, telex, facsimile transmission or letter.
      However, the telegram, telex, facsimile transmission or letter shall only be
      effective if this Note and an Option to Elect Repayment form duly completed
      are
      received by the Principal Paying Agent by the fifth Business Day after the
      date
      of such telegram, telex, facsimile transmission or
      letter.  

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Exercise
      of such repayment option by the holder hereof shall be
      irrevocable.  In the event of repayment of this Note in part only, the
      Principal Paying Agent shall (i) if this Note is not intended to be an NGN,
      cause Schedule [A] [A-1] of this Note to be endorsed to reflect the reduction
      of
      its principal amount by an amount equal to the aggregate principal amount of
      this Note so repaid, or (ii) if this Note is intended to be an NGN, cause the
      details of such repayment to be entered in the records of the Relevant Clearing
      Systems, whereupon, in either case, the principal amount hereof shall be reduced
      for all purposes by the amount so repaid and noted or recorded, as
      applicable.

     

    This
      Note
      will bear interest at the rate determined in accordance with the applicable
      provisions below by reference to the Base Rate shown on the face hereof based
      on
      the Index Maturity, if any, shown on the face hereof (i) plus or minus the
      Spread, if any, or (ii) multiplied by the Spread Multiplier, if any, specified
      on the face hereof.  Commencing with the Initial Interest Reset Date
      specified on the face hereof, the rate at which interest on this Note is payable
      shall be reset as of each Interest Reset Date specified on the face hereof
      (as
      used herein, the term “Interest Reset Date” shall include the
      Initial Interest Reset Date). For the purpose of determining the Initial
      Interest Rate, references in this paragraph, the next succeeding paragraph
      and,
      if applicable, clauses (i) and (ii) under “Determination of EURIBOR” below to
      Interest Reset Date shall be deemed to mean the Original Issue Date. The
      determination of the rate of interest at which this Note will be reset on any
      Interest Reset Date shall be made on the Interest Determination Date (as defined
      below) pertaining to such Interest Reset Date.  The Interest Reset
      Dates will be the Interest Reset Dates specified on the face hereof;
provided, however, that the interest rate in effect for the
      period from the Interest Accrual Date to the Initial Interest Reset Date will
      be
      the Initial Interest Rate.  If any Interest Reset Date would otherwise
      be a day that is not a Business Day (as defined below), such Interest Reset
      Date
      shall be postponed to the next succeeding day that is a Business Day, except
      that if the Base Rate specified on the face hereof is LIBOR or EURIBOR and
      such
      Business Day is in the next succeeding calendar month, such Interest Reset
      Date
      shall be the immediately preceding Business Day.

     

    The
      Interest Determination Date pertaining to an Interest Reset Date for Notes
      bearing interest calculated by reference to the Federal Funds Rate, Federal
      Funds (Open) Rate and Prime Rate shall be on the Business Day prior to the
      Interest Reset Date. The Interest Determination Date pertaining to an Interest
      Reset Date for Notes bearing interest calculated by reference to the CD Rate,
      Commercial Paper Rate and CMT Rate will be the second Business Day prior to
      such
      Interest Reset Date.  The Interest Determination Date pertaining to an
      Interest Reset Date for Notes bearing interest calculated by reference to
      EURIBOR (or to LIBOR when the Index Currency is euros) shall be the second
      TARGET Settlement Day prior to such Interest Reset Date.  The Interest
      Determination Date pertaining to an Interest Reset Date for Notes bearing
      interest calculated by reference to LIBOR (other than for LIBOR Notes for which
      the Index Currency is euros) shall be the second London Banking Day prior to
      such Interest Reset Date, except that the Interest Determination Date pertaining
      to an Interest Reset Date for a LIBOR Note for which the Index Currency is
      pounds sterling will be such Interest 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Reset
      Date.  As used herein, “London Banking Day” means any
      day on which dealings in deposits in the Index Currency (as defined herein)
      are
      transacted in the London interbank market.  The Interest Determination
      Date pertaining to an Interest Reset Date for Notes bearing interest calculated
      by reference to the Treasury Rate shall be the day of the week in which such
      Interest Reset Date falls on which Treasury bills normally would be
      auctioned.  Treasury Bills are normally sold at auction on Monday of
      each week, unless that day is a legal holiday, in which case the auction is
      normally held on the following Tuesday, except that the auction may be held
      on
      the preceding Friday; provided, however, that if an auction is
      held on the Friday of the week preceding such Interest Reset Date, the Interest
      Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Reset Date,
      then
      the Interest Reset Date shall instead be the first Business Day following the
      date of such auction.  The Interest Determination Date pertaining to
      an Interest Reset Date for Notes bearing interest calculated by reference to
      two
      or more base rates will be the latest Business Day that is at least two Business
      Days before the Interest Reset Date for the applicable Note on which each base
      rate is determinable.

     

    Unless
      otherwise specified on the face hereof, the “Calculation Date” pertaining to an
      Interest Determination Date, including the Interest Determination Date as of
      which the Initial Interest Rate is determined, will be the earlier of (i) the
      tenth calendar day after such Interest Determination Date or, if such day is
      not
      a Business Day, the next succeeding Business Day, or (ii) the Business Day
      immediately preceding the applicable Interest Payment Date or Maturity Date
      (or,
      with respect to any principal amount to be redeemed or repaid, any redemption
      or
      repayment date), as the case may be.

     

    Determination
      of CD Rate. If the Base Rate specified on the face hereof is the
“CD Rate,”  for any Interest Determination Date, the
      CD Rate with respect to this Note shall be the rate on that date for negotiable
      U.S. dollar certificates of deposit having the Index Maturity specified on
      the
      face hereof as published by the Board of Governors of the Federal Reserve System
      in “Statistical Release H.15(519), Selected Interest Rates,” or any successor
      publication of the Board of Governors of the Federal Reserve System
      (“H.15(519)”) under the heading “CDs (Secondary
      Market).”

     

    The
      following procedures shall be followed if the CD Rate cannot be determined
      as
      described above:

     

    (i)
      If the
      above rate is not published in H.15(519) by 3:00 p.m., New York City time,
      on
      the Calculation Date, the CD Rate shall be the rate on that Interest
      Determination Date set forth in the daily update of H.15(519), available through
      the world wide website of the Board of Governors of the Federal Reserve System
      at http://www.federalreserve.gov/releases/h15/update, or any successor site
      or
      publication (“H.15 Daily Update”) for the Interest
      Determination Date for certificates of deposit having the Index Maturity
      specified on the face hereof, under the caption “CDs (Secondary
      Market).”

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii)
      If
      the above rate is not yet published in either H.15(519) or the H.15 Daily Update
      by 3:00 p.m., New York City time, on the Calculation Date, the Calculation
      Agent
      shall determine the CD Rate to be the arithmetic mean of the secondary market
      offered rates as of 10:00 a.m., New York City time, on that Interest
      Determination Date of three leading nonbank dealers in negotiable U.S. dollar
      certificates of deposit in The City of New York, which may include the initial
      dealer and its affiliates, selected by the Calculation Agent (after consultation
      with the Issuer), for negotiable U.S. dollar certificates of deposit of major
      U.S. money center banks of the highest credit standing in the market for
      negotiable certificates of deposit with a remaining maturity closest to the
      Index Maturity specified on the face hereof in an amount that is representative
      for a single transaction in that market at that time.

     

    “Initial
      dealer” with respect to this Note means Morgan Stanley & Co. International
      plc.

     

    (iii)
      If
      the dealers selected by the Calculation Agent are not quoting as set forth
      in
      (ii) above, the CD Rate for that Interest Determination Date shall remain the
      CD
      Rate for the immediately preceding Interest Reset Period, or, if there was
      no
      Interest Reset Period, the rate of interest payable shall be the Initial
      Interest Rate.

     

    Determination
      of Commercial Paper Rate.  If the Base Rate specified on the face
      hereof is the “Commercial Paper Rate,” for any Interest
      Determination Date, the Commercial Paper Rate with respect to this Note shall
      be
      the Money Market Yield (as defined herein), calculated as described below,
      of
      the rate on that date for U.S. dollar commercial paper having the Index Maturity
      specified on the face hereof, as that rate is published in H.15(519), under
      the
      heading “Commercial Paper -
      Nonfinancial.”

     

    The
      following procedures shall be followed if the Commercial Paper Rate cannot
      be
      determined as described above:

     

    (i)
      If the
      above rate is not published by 3:00 p.m., New York City time, on the Calculation
      Date, then the Commercial Paper Rate shall be the Money Market Yield of the
      rate
      on that Interest Determination Date for commercial paper of the Index Maturity
      specified on the face hereof as published in the H.15 Daily Update, or other
      recognized electronic source used for the purpose of displaying the applicable
      rate, under the heading “Commercial Paper - Nonfinancial.”

     

    (ii)
      If by
      3:00 p.m., New York City time, on that Calculation Date the rate is not yet
      published in either H.15(519) or the H.15 Daily Update, or other recognized
      electronic source used for the purpose of displaying the applicable rate, then
      the Calculation Agent shall determine the Commercial Paper Rate to be the Money
      Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m.,
      New
      York City time, on that Interest Determination Date of three leading dealers
      of
      U.S. dollar commercial paper in The City of New York, which may include the
      initial dealer and its affiliates, selected by the Calculation Agent (after
      consultation with the Issuer), for commercial 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    paper
      of
      the Index Maturity specified on the face hereof, placed for an industrial issuer
      whose bond rating is “Aa,” or the equivalent, from a nationally recognized
      statistical rating agency.

     

    (iii)
      If
      the dealers selected by the Calculation Agent are not quoting as set forth
      in
      (ii) above, the Commercial Paper Rate for that Interest Determination Date
      shall
      remain the Commercial Paper Rate for the immediately preceding Interest Reset
      Period, or, if there was no Interest Reset Period, the rate of interest payable
      shall be the Initial Interest Rate.

     

    The
      “Money Market Yield” shall be a yield calculated in accordance
      with the following formula:

     

    
      	
              Money
                Market Yield =

            	
              
                D
                  x
                  360

              

            	
              x
                100

            
	
              360
                -
                (D x M)

            


    

    


    where
“D”
      refers to the applicable per year rate for commercial paper quoted on a bank
      discount basis and expressed as a decimal and “M” refers to the actual number of
      days in the interest period for which interest is being calculated.

     

    Determination
      of EURIBOR.  If the Base Rate specified on the face hereof is
“EURIBOR,” for any Interest Determination Date, EURIBOR with
      respect to this Note shall be the rate for deposits in euros as sponsored,
      calculated and published jointly by the European Banking Federation and ACI
      -
      The Financial Market Association, or any company established by the joint
      sponsors for purposes of compiling and publishing those rates, for the Index
      Maturity specified on the face hereof as that rate appears on the display on
      Moneyline Telerate, or any successor service, on page 248 or any other page
      as
      may replace page 248 on that service (“Telerate Page 248”) as
      of 11:00 a.m., Brussels time.

     

    The
      following procedures shall be followed if the rate cannot be determined as
      described above:

     

    (i)
      If the
      above rate does not appear, the Calculation Agent shall request the principal
      Euro-zone office of each of four major banks in the Euro-zone interbank market,
      as selected by the Calculation Agent (after consultation with the Issuer),
      to
      provide the Calculation Agent with its offered rate for deposits in euros,
      at
      approximately 11:00 a.m., Brussels time, on the Interest Determination Date,
      to
      prime banks in the Euro-zone interbank market for the Index Maturity specified
      on the face hereof commencing on the applicable Interest Reset Date, and in
      a
      principal amount not less than the equivalent of U.S.$1 million in euro that
      is
      representative of a single transaction in euro, in that market at that
      time.  If at least two quotations are provided, EURIBOR shall be the
      arithmetic mean of those quotations.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (ii)
      If
      fewer than two quotations are provided, EURIBOR shall be the arithmetic mean
      of
      the rates quoted by four major banks in the Euro-zone interbank market, as
      selected by the Calculation Agent (after consultation with the Issuer), at
      approximately 11:00 a.m., Brussels time, on the applicable Interest Reset Date
      for loans in euro to leading European banks for a period of time equivalent
      to
      the Index Maturity specified on the face hereof commencing on that Interest
      Reset Date in a principal amount not less than the equivalent of U.S.$1 million
      in euro.

     

    (iii)
      If
      the banks so selected by the Calculation Agent are not quoting as set forth
      in
      (ii) above, EURIBOR in effect for the applicable period shall be the same as
      EURIBOR for the immediately preceding Interest Reset Period, or, if there was
      no
      Interest Reset Period, the rate of interest payable shall be the Initial
      Interest Rate.

     

    “Euro-zone”
      means the region comprised of member states of the European Union that adopt
      the
      single currency in accordance with the relevant treaty of the European Union,
      as
      amended.

     

    Determination
      of the Federal Funds Rate.  If the Base Rate specified on the
      face hereof is the “Federal Funds Rate,” for any Interest
      Determination Date, the Federal Funds Rate with respect to this Note shall
      be
      the rate on that date for U.S. dollar federal funds as published in H.15(519)
      under the heading “Federal Funds  (Effective)” as displayed on
      Moneyline Telerate, or any successor service, on page 120 or any other page
      as
      may replace page 120 on that service (“Telerate Page
      120”).

     

    The
      following procedures shall be followed if the Federal Funds Rate cannot be
      determined as described above:

     

    (i)
      If the
      above rate is not published by 3:00 p.m., New York City time, on the Calculation
      Date, the Federal Funds Rate shall be the rate on that Interest Determination
      Date as published in the H.15 Daily Update, or other recognized electronic
      source used for the purpose of displaying the applicable rate, under the heading
      “Federal Funds (Effective).”

     

    (ii)
      If
      the above rate is not yet published in either H.15(519) or the H.15 Daily
      Update, or other recognized electronic source used for the purpose of displaying
      the applicable rate, by 3:00 p.m., New York City time, on the Calculation Date,
      the Calculation Agent shall determine the Federal Funds Rate to be the
      arithmetic mean of the rates for the last transaction in overnight U.S. dollar
      federal funds prior to 9:00 a.m., New York City time, on that Interest
      Determination Date, by each of three leading brokers of U.S. dollar federal
      funds transactions in The City of New York, which may include the initial dealer
      and its affiliates, selected by the Calculation Agent (after consultation with
      the Issuer).

     

    (iii)
      If
      the brokers selected by the Calculation Agent are not quoting as set forth
      in
      (ii) above, the Federal Funds Rate for that Interest Determination Date shall
      remain the 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Federal
      Funds Rate for the immediately preceding Interest Reset Period, or, if there
      was
      no Interest Reset Period, the rate of interest payable shall be the Initial
      Interest Rate.

     

    Determination
      of Federal Funds (Open) Rate. If the Base Rate specified on the face hereof
      is the “Federal Funds (Open) Rate”, for any Interest
      Determination Date, the Federal Funds (Open) Rate with respect to this Note
      shall be the rate on that date for U.S. dollar federal funds as published in
      H.15(519) under the heading “Federal Funds (Open)” as displayed on Moneyline
      Telerate, or any successor service, on page 5 or any other page as may replace
      page 5 on that service, (“Telerate Page 5”).

     

    The
      following procedures shall be followed if the Federal Funds (Open) Rate cannot
      be determined as described above:

     

    
      	
              ·  

            	
              If
                the above rate is not published by 3:00 p.m., New York City time,
                on the
                Calculation Date, the Federal Funds (Open) Rate will be the rate
                on that
                Interest Determination Date as published in the H.15 Daily Update,
                or
                other recognized electronic source used for the purpose of displaying
                the
                applicable rate, under the heading “Federal Funds
                (Open).”

            


    

     

    
      	
              ·  

            	
              If
                the above rate is not yet published in either H.15(519) or the H.15
                Daily
                Update, or other recognized electronic source used for the purpose
                of
                displaying the applicable rate, by 3:00 p.m., New York City time,
                on the
                Calculation Date, the Calculation Agent will determine the Federal
                Funds
                (Open) Rate to be the arithmetic mean of the rates for the last
                transaction in overnight U.S. dollar federal funds (based on the
                Federal
                Funds (Open) Rate) prior to 9:00 a.m., New York City time, on that
                Interest Determination Date, by each of three leading brokers of
                U.S.
                dollar federal funds transactions in the City of New York, which
                may
                include the agent and its affiliates, selected by the Calculation
                Agent,
                after consultation with the Issuer.

            


    

     

    
      	
              ·  

            	
              If
                the brokers selected by the Calculation Agent are not quoting as
                set forth
                above, the Federal Funds (Open) Rate for that Interest Determination
                Date
                shall remain the Federal Funds (Open) Rate for the immediately preceding
                Interest Reset Period, or, if there was no Interest Reset Period,
                the rate
                of interest payable will be the Initial Interest
                Rate.

            


    

     

    Determination
      of LIBOR.  If the Base Rate specified on the face hereof is
“LIBOR,” LIBOR with respect to this Note shall be based on
      London Interbank Offered Rate. The Calculation Agent shall determine LIBOR
      for
      each Interest Determination Date as follows:

     

    (i)
      As of
      the Interest Determination Date, LIBOR shall be either: (a) if “LIBOR
      Reuters” is specified as the Reporting Service on the face hereof, the
      arithmetic mean of the offered rates for deposits in the Index Currency having
      the Index Maturity designated on the face hereof, commencing on the second
      London Banking Day immediately following that Interest Determination Date,
      that
      appear on the Designated LIBOR Page, 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    as
      defined
      below, as of 11:00 a.m., London time, on that Interest Determination Date,
      if at
      least two offered rates appear on the Designated LIBOR Page; except that if
      the
      specified Designated LIBOR Page, by its terms provides only for a single rate,
      that single rate shall be used; or (b) if “LIBOR Telerate” is
      specified as the Reporting Service on the face hereof, the rate for deposits
      in
      the Index Currency having the Index Maturity designated on the face hereof,
      commencing on the second London Banking Day immediately following that Interest
      Determination Date or, if pounds sterling is the Index Currency, commencing
      on
      that Interest Determination Date, that appears on the Designated LIBOR Page
      at
      approximately 11:00 a.m., London time, on that Interest Determination
      Date.

     

    (ii)
      If
      (a) fewer than two offered rates appear and LIBOR Reuters is specified on the
      face hereof, or (b) no rate appears and the face hereof specifies either (x)
      LIBOR Telerate or (y) LIBOR Reuters and the Designated LIBOR Page by its terms
      provides only for a single rate, then the Calculation Agent shall request the
      principal London offices of each of four major reference banks in the London
      interbank market, as selected by the Calculation Agent (after consultation
      with
      the Issuer), to provide the Calculation Agent with its offered quotation for
      deposits in the Index Currency for the period of the Index Maturity specified
      on
      the face hereof commencing on the second London Banking Day immediately
      following the Interest Determination Date or, if pounds sterling is the Index
      Currency, commencing on that Interest Determination Date, to prime banks in
      the
      London interbank market at approximately 11:00 a.m., London time, on that
      Interest Determination Date and in a principal amount that is representative
      of
      a single transaction in that Index Currency in that market at that
      time.

     

    (iii)
      If
      at least two quotations are provided, LIBOR determined on that Interest
      Determination Date shall be the arithmetic mean of those
      quotations.  If fewer than two quotations are provided, LIBOR shall be
      determined for the applicable Interest Reset Date as the arithmetic mean of
      the
      rates quoted at approximately 11:00 a.m., London time, or some other time
      specified on the face hereof, in the applicable principal financial center
      for
      the country of the Index Currency on that Interest Reset Date, by three major
      banks in that principal financial center selected by the Calculation Agent
      (after consultation with the Issuer) for loans in the Index Currency to leading
      European banks, having the Index Maturity specified on the face hereof and
      in a
      principal amount that is representative of a single transaction in that Index
      Currency in that market at that time.

     

    (iv)
      If
      the banks so selected by the Calculation Agent are not quoting as described
      in
      (iii) above, LIBOR in effect for the applicable period shall be the same as
      LIBOR for the immediately preceding Interest Reset Period, or, if there was
      no
      Interest Reset Period, the rate of interest payable shall be the Initial
      Interest Rate.

     

    The
      “Index Currency” means the currency specified on the face
      hereof as the currency for which LIBOR shall be calculated, or, if the euro
      is
      substituted for that currency, the Index Currency shall be the
      euro.  If that currency is not specified on the face hereof, the Index
      Currency shall be U.S. dollars.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Designated
      LIBOR Page” means either: (a) if LIBOR Reuters is designated as the
      Reporting Service on the face hereof, the display on the Reuters Money 3000
      Service for the purpose of displaying the London interbank rates of major banks
      for the applicable Index Currency or its designated successor, or (b) if LIBOR
      Telerate is designated as the Reporting Service on the face hereof, the display
      on Moneyline Telerate, or any successor service, on the page specified on the
      face hereof, or any other page as may replace that page on that service, for
      the
      purpose of displaying the London interbank rates of major banks for the
      applicable Index Currency.

     

    If
      neither
      LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for
      the
      applicable Index Currency shall be determined as if LIBOR Telerate were
      specified, and, if the U.S. dollar is the Index Currency, as if Page 3750 had
      been specified.

     

    Determination
      of Prime Rate.  If the Base Rate specified on the face hereof is
“Prime Rate,” for any Interest Determination Date, the Prime
      Rate with respect to this Note shall be the rate on that date as published
      in
      H.15(519) under the heading “Bank Prime Loan.”

     

    The
      following procedures shall be followed if the Prime Rate cannot be determined
      as
      described above:

     

    (i)
      If the
      above rate is not published prior to 3:00 p.m., New York City time, on the
      Calculation Date, then the Prime Rate shall be the rate on that Interest
      Determination Date as published in the H.15 Daily Update under the heading
“Bank
      Prime Loan.”

     

    (ii)
      If
      the above rate is not published in either H.15(519) or the H.15 Daily Update
      by
      3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent
      shall determine the Prime Rate to be the arithmetic mean of the rates of
      interest publicly announced by each bank that appears on the Reuters Screen
      USPRIME 1 Page, as defined below, as that bank’s Prime Rate or base lending rate
      as in effect for that Interest Determination Date.

     

    (iii)
      If
      fewer than four rates for that Interest Determination Date appear on the Reuters
      Screen USPRIME 1 Page by 3:00 p.m., New York City time, on the Calculation
      Date,
      the Calculation Agent shall determine the Prime Rate to be the arithmetic mean
      of the Prime Rates quoted on the basis of the actual number of days in the
      year
      divided by 360 as of the close of business on that Interest Determination Date
      by at least three major banks, which may include affiliates of the initial
      dealer, in The City of New York selected by the Calculation Agent (after
      consultation with the Issuer).

     

    (iv)
      If
      the banks selected by the Calculation Agent are not quoting as set forth in
      (iii) above, the Prime Rate for that Interest Determination Date shall remain
      the Prime Rate for the immediately preceding Interest Reset Period, or, if
      there
      was no Interest Reset Period, the rate of interest payable shall be the Initial
      Interest Rate.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Reuters
      Screen USPRIME 1 Page” means the display designated as page “USPRIME 1”
on the Reuters Money 3000 Service, or any successor service, or any
      other page
      as may replace the USPRIME 1 Page on that service for the purpose of displaying
      prime rates or base lending rates of major U.S. banks.

     

    Determination
      of Treasury Rate.  If the Base Rate specified on the face hereof
      is “Treasury Rate,” the Treasury Rate with respect to this Note
      shall be

     

     (i)
      the rate from the Auction held on the applicable Interest Determination Date
      (the “Auction”) of direct obligations of the United States
      (“Treasury Bills”) having the Index Maturity specified on the
      face hereof as that rate appears under the caption “INVESTMENT RATE” on the
      display on Moneyline Telerate, or any successor service, on page 56 or any
      other
      page as may replace page 56 on that service (“Telerate Page
      56”) or page 57 or any other page as may replace page 57 on that
      service (“Telerate Page 57”); or

     

    (ii)
      if
      the rate described in (i) above is not published by 3:00 p.m., New York City
      time, on the  Calculation Date, the Bond Equivalent Yield of the rate
      for the applicable Treasury Bills as published in the H.15 Daily Update, or
      other recognized electronic source used for the purpose of displaying the
      applicable rate, under the caption “U.S. Government Securities/Treasury
      Bills/Auction High”; or

     

    (iii)
      if
      the rate described in (ii) above is not published by 3:00 p.m., New York City
      time, on the related Calculation Date, the Bond Equivalent Yield of the Auction
      rate of the applicable Treasury Bills, announced by the United States Department
      of the Treasury; or

     

    (iv)
      if
      the rate described in (iii) above is not announced by the United States
      Department of the Treasury, or if the Auction is not held, the Bond Equivalent
      Yield of the rate on the applicable Interest Determination Date of Treasury
      Bills having the Index Maturity specified on the face hereof published in
      H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary
      Market”; or

     

    (v)
      if the
      rate described in (iv) above is not so published by 3:00 p.m., New York City
      time, on the related Calculation Date, the rate on the applicable Interest
      Determination Date of the applicable Treasury Bills as published in the H.15
      Daily Update, or other recognized electronic source used for the purpose of
      displaying the applicable rate, under the caption “U.S. Government
      Securities/Treasury Bills/Secondary Market”; or

     

    (vi)
      if
      the rate described in (v) above is not so published by 3:00 p.m., New York
      City
      time, on the related Calculation Date, the rate on the applicable Interest
      Determination Date calculated by the Calculation Agent as the Bond Equivalent
      Yield of the arithmetic mean of the secondary market bid rates, as of
      approximately 3:30 p.m., New York City time, on the applicable Interest
      Determination Date, of three primary U.S. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    government
      securities dealers, which may include the initial dealer and its affiliates,
      selected by the Calculation Agent, for the issue of Treasury Bills with a
      remaining maturity closest to the Index Maturity specified on the face hereof;
      or

     

    (vii)
      if
      the dealers selected by the Calculation Agent are not quoting as described
      in
      (vi), the Treasury Rate for the immediately preceding Interest Reset Period,
      or,
      if there was no Interest Reset Period, the rate of interest payable shall be
      the
      Initial Interest Rate.

     

    The
      “Bond Equivalent Yield” means a yield calculated in accordance
      with the following formula and expressed as a percentage:

     

    
      	
              Bond
                Equivalent Yield =

            	
              
                D
                  x
                  N

              

            	
              x
                100

            
	
              360
                − (D x M)

            


    

    


    where
“D”
      refers to the applicable per annum rate for Treasury Bills quoted on a bank
      discount basis, “N” refers to 365 or 366, as the case may be, and “M” refers to
      the actual number of days in the interest period for which interest is being
      calculated.

     

    Determination
      of CMT Rate.  If the Base Rate specified on the face hereof is
      the “CMT Rate,” for any Interest Determination Date, the CMT
      Rate with respect to this Note shall be the rate displayed on the Designated
      CMT
      Telerate Page (as defined below) under the caption “... Treasury Constant
      Maturities ... Federal Reserve Board Release H.15... Mondays Approximately
      3:45
      p.m.,” under the column for the Designated CMT Maturity Index, as defined below,
      for:

     

    (1)  the
      rate on that Interest Determination Date, if the Designated CMT Telerate Page
      is
      7051; and

     

    (2)
      the
      week or the month, as applicable, ended immediately preceding the week in which
      the related Interest Determination Date occurs, if the Designated CMT Telerate
      Page is 7052.

     

    The
      following procedures shall be followed if the CMT Rate cannot be determined
      as
      described above:

     

    (i)
      If the
      above rate is no longer displayed on the relevant page, or if not displayed
      by
      3:00 p.m., New York City time, on the related Calculation Date, then the CMT
      Rate shall be the Treasury Constant Maturity rate for the Designated CMT
      Maturity Index as published in the relevant H.15(519).

     

    (ii)
      If
      the rate as described in (i) above is no longer published, or if not published
      by 3:00 p.m., New York City time, on the related Calculation Date, then the
      CMT
      Rate shall be the Treasury Constant Maturity Rate for the Designated CMT
      Maturity Index or other U.S. Treasury rate for the Designated CMT Maturity
      Index
      on the Interest Determination Date as may then be published by either the Board
      of Governors of the 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Federal
      Reserve System or the United States Department of the Treasury that the
      Calculation Agent determines to be comparable to the rate formerly displayed
      on
      the Designated CMT Telerate Page and published in the relevant
      H.15(519).

     

    (iii)
      If
      the information set forth above in (ii) is not provided by 3:00 p.m., New York
      City time, on the related Calculation Date, then the Calculation Agent shall
      determine the CMT Rate to be a yield to maturity, based on the arithmetic mean
      of the secondary market closing offer side prices as of approximately 3:30
      p.m.,
      New York City time, on the Interest Determination Date, reported, according
      to
      their written records, by three leading primary U.S. government securities
      dealers (“Reference Dealers”) in The City of New York, which
      may include the initial dealer or another affiliate, selected by the Calculation
      Agent as described in the following sentence.  The Calculation Agent
      shall select five reference dealers (after consultation with the Issuer) and
      shall eliminate the highest quotation or, in the event of equality, one of
      the
      highest, and the lowest quotation or, in the event of equality, one of the
      lowest, for the most recently issued direct noncallable fixed rate obligations
      of the United States (“Treasury Notes”) with an original
      maturity of approximately the Designated CMT Maturity Index, a remaining term
      to
      maturity of no more than 1 year shorter than that Designated CMT Maturity Index
      and in a principal amount that is representative for a single transaction in
      the
      securities in that market at that time.  If two Treasury Notes with an
      original maturity as described above have remaining terms to maturity equally
      close to the Designated CMT Maturity Index, the quotes for the Treasury Note
      with the shorter remaining term to maturity shall be used.

     

    (iv)
      If
      the Calculation Agent cannot obtain three Treasury Notes quotations as described
      in (iii) above, the Calculation Agent shall determine the CMT Rate to be a
      yield
      to maturity based on the arithmetic mean of the secondary market offer side
      prices as of approximately 3:30 p.m., New York City time, on the Interest
      Determination Date of three reference dealers in The City of New York, selected
      using the same method described in (iii) above, for Treasury Notes with an
      original maturity equal to the number of years closest to but not less than
      the
      Designated CMT Maturity Index and a remaining term to maturity closest to the
      Designated CMT Maturity Index and in a principal amount that is representative
      for a single transaction in the securities in that market at that
      time.

     

    (v)
      If
      three or four, and not five, of the reference dealers are quoting as described
      in (iv) above, then the CMT Rate shall be based on the arithmetic mean of the
      offer prices obtained and neither the highest nor the lowest of those quotes
      shall be eliminated.

     

    (vi)
      If
      fewer than three reference dealers selected by the Calculation Agent are quoting
      as described in (iv) above, the CMT Rate for that Interest Determination Date
      shall remain the CMT Rate for the immediately preceding Interest Reset Period,
      or, if there was no Interest Reset Period, the rate of interest payable shall
      be
      the Initial Interest Rate.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Designated
      CMT Telerate Page” means the display on Moneyline Telerate, or any
      successor service, on the page designated on the face hereof or any other page
      as may replace that page on that service for the purpose of displaying Treasury
      Constant Maturities as reported in H.15(519).  If no page is specified
      on the face hereof, the Designated CMT Telerate Page shall be 7052, for the
      most
      recent week.

     

    “Designated
      CMT Maturity Index” means the original period to maturity of the U.S.
      Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30 years, as
      specified in the applicable pricing supplement for which the CMT Rate shall
      be
      calculated.  If no maturity is specified on the face hereof, the
      Designated CMT Maturity Index shall be two years.

     

    Notwithstanding
      the foregoing, the interest rate hereon shall not be greater than the Maximum
      Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified
      on the face hereof.  The Calculation Agent shall calculate the
      interest rate hereon in accordance with the foregoing on or before each
      Calculation Date.  The interest rate on this Note will in no event be
      higher than the maximum rate permitted by New York law, as the same may be
      modified by United States Federal law of general application.

     

    At
      the
      request of the holder hereof, the Calculation Agent will provide to the holder
      hereof the interest rate hereon then in effect and, if determined, the interest
      rate that will become effective as of the next Interest Reset Date.

     

    Unless
      otherwise indicated on the face hereof, interest payments on this Note will
      include interest accrued to but excluding the Interest Payment Date or the
      Maturity Date (or any earlier redemption or repayment date), as the case may
      be.  Accrued interest hereon shall be an amount calculated by
      multiplying (i) if this Note is not intended to be an NGN, the principal amount
      hereof shown on Schedule [A] [A-1] hereto, or (ii) if this Note is intended
      to
      be an NGN, the principal amount hereof as set forth in the records of the
      Relevant Clearing System, in either case by an accrued interest
      factor.  Such accrued interest factor shall be computed by adding the
      interest factor calculated for each day in the period for which interest is
      being paid.  Unless otherwise specified on the face hereof, the
      interest factor for each such date shall be computed by dividing the interest
      rate applicable to such day (i) by 360 if the Base Rate is CD Rate, Commercial
      Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open) Rate, Prime Rate
      or LIBOR (except if the Index Currency is pounds sterling); (ii) by 365 if
      the
      Base Rate is LIBOR and the Index Currency is pounds sterling; or (iii) by the
      actual number of days in the year if the Base Rate is the Treasury Rate or
      the
      CMT Rate.  All percentages used in or resulting from any calculation
      of the rate of interest on this Note will be rounded, if necessary, to the
      nearest one hundred thousandth of a percentage point (with .000005% being
      rounded up to .00001%), and all U.S. dollar amounts used in or resulting from
      such calculations on this Note will be rounded to the nearest cent, with
      one-half cent rounded upward.  All Japanese Yen amounts used in or
      resulting from such calculations will be rounded downwards to the next lower
      whole Japanese Yen amount.  All amounts 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    denominated
      in any other currency used in or resulting from such calculations will be
      rounded to the nearest two decimal places in such currency, with .005 being
      rounded up to .01.  The interest rate in effect on any Interest Reset
      Date will be the applicable rate as reset on such date.  The interest
      rate applicable to any other day is the interest rate from the immediately
      preceding Interest Reset Date (or, if none, the Initial Interest
      Rate).

     

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

     

    This
      Note
      is issued in permanent global bearer form without interest coupons attached
      (a
“Global Bearer Note”).  The beneficial owner of all
      or a portion of this Note may exchange its interest in this Note upon not less
      than 30 calendar days’ written notice to the Principal Paying Agent through the
      relevant clearing system, (i) if this Note is not intended to be an NGN, in
      whole, or (ii) if this Note is intended to be an NGN, in whole or from time
      to
      time in part, for Notes in bearer form with interest coupons, if any, attached
      (the “Definitive Bearer Notes,” and, together with the Global
      Bearer Notes, the “Bearer Notes”) or, if so indicated on the
      face of this Note, at the beneficial owner’s option, in whole or from time to
      time in part, for Notes in fully registered form without coupons (the
“Registered Notes”), in each case, in the minimum denominations
      set forth on the face hereof or any amount in excess thereof which is an
      integral multiple of 1,000 units of the Specified Currency set forth on the
      face
      hereof.  Interests in this Note shall also be exchanged by the Issuer
      in whole, but not in part, for Definitive Bearer Notes, which shall be serially
      numbered, with coupons, if any, attached (or, if indicated on the face of this
      Note, at the beneficial owner’s option, for Registered Notes), of any authorized
      denominations if (i) this Note is accelerated following an Event of Default
      or
      (ii) either Euroclear Bank S.A./N.V., as operator of the Euroclear System
      (“Euroclear”), or Clearstream Banking, société anonyme
      (“Clearstream, Luxembourg”), or any other relevant clearing
      system (including Euroclear France) is closed for business for a continuous
      period of fourteen days (other than by reason of public holidays) or announces
      an intention to cease business permanently or in fact does so.  The
      Issuer shall give notice to the Principal Paying Agent promptly following any
      such acceleration or upon learning of any such closure.  Any exchanges
      referred to above shall be made at the office of the Principal Paying Agent,
      or,
      in the case of Registered Notes, at the office of the transfer agent for the
      Registered Notes in London, which transfer agent will initially be The Bank
      of
      New York, London Branch (as successor to JPMorgan Chase Bank, N.A., London
      Branch), upon compliance with any procedures set forth in, or established
      pursuant to, the Senior Indenture; provided, however, that the
      Issuer shall not be required (i) to register the transfer of or exchange this
      Note for a period of fifteen calendar days preceding the first publication
      or
      other transmission, if applicable, of a Notice of redemption of all or any
      portion hereof or (ii) to register the transfer of or exchange any portion
      of
      this Note selected for redemption or surrendered for optional repayment, except
      that such portion of this Note may be exchanged for a Registered Note of like
      

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    tenor;
      provided that such Registered Note shall be simultaneously surrendered
      for redemption or repayment, as the case may be; and provided,
further, that if a Registered Note is issued in exchange for any
      portion of this Note after the close of business at the office of the Principal
      Paying Agent on any record date (whether or not a Business Day) for the payment
      of interest on such Registered Note and before the opening of business at such
      office on the relevant Interest Payment Date, any interest will not be payable
      on such Interest Payment Date in respect of such Registered Note, but will
      be
      payable on such Interest Payment Date only to the holder of this
      Note.  Upon exchange of this Note for a Definitive Bearer Note or
      Definitive Bearer Notes, or for a Registered Note or Registered Notes, the
      Principal Paying Agent shall (i) if this Note is not intended to be an NGN,
      cause Schedule [A] [A-1] of this Note to be endorsed to reflect the reduction
      of
      the principal amount hereof by an amount equal to the aggregate principal amount
      of such Definitive Bearer Note or Definitive Bearer Notes, or such Registered
      Note or Registered Notes, or (ii) if this Note is intended to be an NGN, cause
      the details of such exchange to be entered in the records of the Relevant
      Clearing Systems, whereupon, in either case, the principal amount hereof shall
      be reduced for all purposes by the amount so exchanged and noted or recorded,
      as
      applicable.  All such exchanges of Notes will be free of service
      charge, but the Issuer may require payment of a sum sufficient to cover any
      tax
      or other governmental charge payable in connection therewith.  The
      date of any Note delivered upon any exchange of this Note shall be such that
      no
      gain or loss of interest results from such exchange.

     

    All
      (and
      not less than all) interests in this Note will be exchanged for Definitive
      Bearer Notes in accordance with the procedures set forth in the following two
      sentences as soon as practicable after (i) if this Note is not intended to
      be an
      NGN, the first beneficial owner of an interest in this Note exchanges its
      interest for a Definitive Bearer Note, (ii) the Issuer gives notice to the
      Principal Paying Agent of an acceleration of the Note or (iii) either Euroclear
      or Clearstream, Luxembourg or any other relevant clearing system is closed
      for
      business for a continuous period of fourteen days (other than by reason of
      public holidays) or announces an intention to cease business permanently or
      in
      fact does so.  In the event of any exchange of interests in this Note
      for a Definitive Bearer Note, (i) if this Note is not intended to be an NGN,
      a
      common depositary located outside the United States (the “common
      depositary”) holding this Note for Euroclear, Clearstream, Luxembourg
      and/or any other relevant clearing system, or (ii) if this Note is intended
      to
      be an NGN, Euroclear and/or Clearstream, Luxembourg shall instruct the Principal
      Paying Agent regarding the aggregate principal amount of Definitive Bearer
      Notes
      and the denominations of such Definitive Bearer Notes that must be authenticated
      and delivered to each relevant clearing system in exchange for this
      Note.  Thereafter, the Principal Paying Agent, acting solely in
      reliance on such instructions, shall, upon surrender to it of this Note and
      subject to the conditions in the preceding paragraph, authenticate and deliver
      Definitive Bearer Notes in exchange for this Note in accordance with such
      instructions and shall, (i) if this Note is not intended to be an NGN, cause
      Schedule [A] [A-1]of this Note to be endorsed to reflect the reduction of its
      principal amount by an amount equal to the aggregate principal amount of this
      Note, or (ii) if this 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Note
      is
      intended to be an NGN, cause the details of such exchange to be entered in
      the
      records of the Relevant Clearing Systems.  Nothing in this paragraph
      shall prevent the further exchange of Definitive Bearer Notes into Registered
      Notes.

     

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

     

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

     

    This
      Note
      may be redeemed, as a whole, at the option of the Issuer at any time prior
      to
      maturity, upon the giving of a Notice of redemption as described below, at
      a
      redemption price equal to 100% of the principal amount hereof, together with
      accrued interest to the date fixed for redemption, 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.

     

    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


     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    specified
      on the face hereof, which date and the applicable redemption price will be
      specified in the Notice.

     

    If
      the
      Issuer shall determine that any payment made outside the United States by the
      Issuer or any Paying Agent of principal, premium or interest due in respect
      of
      this Note would, under any present or future laws or regulations of the United
      States, be subject to any certification, identification or other information
      reporting requirement of any kind, the effect of which is the disclosure to
      the
      Issuer, any Paying Agent or any governmental authority of the nationality,
      residence or identity of a beneficial owner of this Note who is a U.S. Alien
      (as
      defined below) (other than such a requirement (a) that would not be applicable
      to a payment made by the Issuer or any Paying Agent (i) directly to the
      beneficial owner or (ii) to a custodian, nominee or other agent of the
      beneficial owner, or (b) that can be satisfied by such custodian, nominee or
      other agent certifying to the effect that such beneficial owner is a U.S. Alien;
      provided that in each case referred to in clauses (a)(ii) and (b)
      payment by such custodian, nominee or agent to such beneficial owner is not
      otherwise subject to any such requirement), the Issuer shall redeem this Note,
      as a whole, at a redemption price equal to 100% of the principal amount thereof,
      together with accrued interest to the date fixed for redemption, or, at the
      election of the Issuer if the conditions of the next succeeding paragraph are
      satisfied, pay the additional amounts specified in such
      paragraph.  The Issuer shall make such determination and election as
      soon as practicable, shall promptly notify the Trustee thereof and shall publish
      (or transmit, as applicable) prompt notice thereof (the “Determination
      Notice”) stating the effective date of such certification,
      identification or other information reporting requirements, whether the Issuer
      will redeem this Note or has elected to pay the additional amounts specified
      in
      the next succeeding paragraph, and (if applicable) the last date by which the
      redemption of this Note must take place, as provided in the next succeeding
      sentence.  If the Issuer redeems this Note, such redemption shall take
      place on such date, not later than one year after the publication of the
      Determination Notice, as the Issuer shall elect by notice to the Trustee at
      least 60 calendar days prior to the date fixed for redemption or at least 30
      calendar days prior to the last day of the Redemption Notice Period specified
      on
      the face hereof.  Notice of such redemption of this Note will be given
      to the holder of this Note not more than 60 nor less than 30 calendar days
      prior
      to the date fixed for redemption or within the Redemption Notice Period
      specified on the face hereof.  Such redemption notice shall include a
      statement as to the last date by which this Note to be redeemed may be exchanged
      for Registered Notes.  Notwithstanding the foregoing, the Issuer shall
      not so redeem this Note if the Issuer shall subsequently determine, not less
      than 30 calendar days prior to the date fixed for redemption or prior to the
      last day of the Redemption Notice Period specified on the face hereof, that
      subsequent payments would not be subject to any such certification,
      identification or other information reporting requirement, in which case the
      Issuer shall publish (or transmit, as applicable) prompt notice of such
      determination and any earlier redemption notice shall be revoked and of no
      further effect.  The right of the holder of this Note to exchange this
      Note for Registered Notes pursuant to the provisions of this paragraph will
      terminate at the close of business of the Principal Paying Agent on the
      fifteenth day prior 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    to
      the
      date fixed for redemption, and no further exchanges of this Note for Registered
      Notes shall be permitted.

     

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

     

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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    beneficiary,
      member or shareholder, being or having been a citizen or resident thereof or
      being or having been engaged in a trade or business or present therein or
      having, or having had, a permanent establishment therein or (ii) the
      presentation by or on behalf of the holder of this Note for payment on a date
      more than 15 calendar days after the date on which such payment became due
      and
      payable or the date on which payment thereof is duly provided for, whichever
      occurs later;

     

    (b)
      any
      estate, inheritance, gift, sales, transfer, excise or personal property tax
      or
      any similar tax, assessment or governmental charge;

     

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

     

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

     

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

     

    (f)
      any
      tax, assessment or other governmental charge that would not have been imposed
      but for the failure to comply with certification, information or other reporting
      requirements concerning the nationality, residence or identity of the holder
      or
      beneficial owner of this Note, if such compliance is required by statute or
      by
      regulation of the United States or of any political subdivision or taxing
      authority thereof or therein as a precondition to relief or exemption from
      such
      tax, assessment or other governmental charge;

     

    (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 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    with,
      or
      introduced in order to conform to, any European Union Directive on the taxation
      of savings; or (ii) by or on behalf of a holder who would have been able to
      avoid such withholding or deduction by presenting this Note or the relevant
      coupon to another Paying Agent in a member state of the European
      Union.  Nor shall the Issuer pay Additional Amounts with respect to
      any payment on this Note to a U.S. Alien who is a fiduciary or partnership
      or
      other than the sole beneficial owner of such payment to the extent such payment
      would be required by the laws of the United States (or any political subdivision
      thereof) to be included in the income, for tax purposes, of a beneficiary or
      settlor with respect to such fiduciary or a member of such partnership or a
      beneficial owner who would not have been entitled to the Additional Amounts
      had
      such beneficiary, settlor, member or beneficial owner been the holder of this
      Note.

     

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

     

    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
      

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    thereon,
      or reduce any amount payable on redemption thereof, or change the currency
      of
      payment thereof, or modify or amend the provisions for conversion of any
      currency into any other currency, or modify or amend the provisions for
      conversion or exchange of the debt security for securities of the Issuer or
      other entities or for other property or the cash value of the property (other
      than as provided in the antidilution provisions or other similar adjustment
      provisions of the debt securities or otherwise in accordance with the terms
      thereof), or impair or affect the rights of any holder to institute suit for
      the
      payment thereof or (b) reduce the aforesaid percentage in principal amount
      of
      debt securities the consent of the holders of which is required for any such
      supplemental indenture.

     

    Except
      as
      set forth below, if the principal of or premium, if any, or interest on this
      Note is payable in a Specified Currency other than U.S. dollars and such
      Specified Currency is not available to the Issuer for making payments hereon
      due
      to the imposition of exchange controls or other circumstances beyond the control
      of the Issuer or is no longer used by the government of the country issuing
      such
      currency or for the settlement of transactions by public institutions within
      the
      international banking community, then the Issuer will be entitled to satisfy
      its
      obligations to the holder of this Note by making such payments in U.S. dollars
      on the basis of the Market Exchange Rate (as defined below) on the date of
      such
      payment or, if the Market Exchange Rate is not available on such date, as of
      the
      most recent practicable date; provided, however, that if the
      euro has been substituted for such Specified Currency, the Issuer may at its
      option (or shall, if so required by applicable law) without the consent of
      the
      holder of this Note effect the payment of principal of or premium, if any,
      or
      interest on any Note denominated in such Specified Currency in euro in lieu
      of
      such Specified Currency in conformity with legally applicable measures taken
      pursuant to, or by virtue of, the relevant treaty of the European Union, as
      amended.  Any payment made under such circumstances in U.S. dollars or
      euro where the required payment is in an unavailable Specified Currency will
      not
      constitute an Event of Default.  If such Market Exchange Rate is not
      then available to the Issuer or is not published for a particular Specified
      Currency, the Market Exchange Rate will be based on the highest bid quotation
      in
      The City of New York received by the Exchange Rate Agent (as defined below)
      at
      approximately 11:00 a.m., The City of New York time, on the second Business
      Day
      preceding the date of such payment from three recognized foreign exchange
      dealers (the “Exchange Dealers”) for the purchase by the
      quoting Exchange Dealer of the Specified Currency for U.S. dollars for
      settlement on the payment date, in the aggregate amount of the Specified
      Currency payable to those holders or beneficial owners of Notes and at which
      the
      applicable Exchange Dealer commits to execute a contract.  One of the
      Exchange Dealers providing quotations may be the Exchange Rate Agent unless
      the
      Exchange Rate Agent is an affiliate of the Issuer.  If those bid
      quotations are not available, the Exchange Rate Agent shall determine the market
      exchange rate at its sole discretion.

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    No
      provision of this Note or of the Senior Indenture shall alter or impair the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and premium, if any, and interest on this Note at the time, place
      and rate, and in the coin or currency, herein prescribed unless otherwise agreed
      between the Issuer and the holder of this Note.

     

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

     

    No
      recourse shall be had for the payment of the principal of or premium, if any,
      or
      interest on this Note for any claim based hereon, or otherwise in respect
      hereof, or based on or in respect of the Senior Indenture or any indenture
      supplemental thereto, against 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    any
      incorporator, shareholder, officer or director, as such, past, present or
      future, of the Issuer or of any successor corporation, either directly or
      through the Issuer or any successor corporation, whether by virtue of any
      constitution, statute or rule of law or by the enforcement of any assessment
      or
      penalty or otherwise, all such liability being, by the acceptance hereof and
      as
      part of the consideration for the issue hereof, expressly waived and
      released.

     

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

     

    As
      used
      herein:

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    partnership
      one or more of the members of which is, for U.S. federal income tax purposes,
      a
      nonresident alien individual, a foreign corporation or a nonresident alien
      fiduciary of a foreign estate or trust.

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    


    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:

            	 	 	 


    

     

    
 

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    [Not
      Applicable]8

     [SCHEDULE
      A]9

     

    EXCHANGES
      FOR DEFINITIVE BEARER NOTES OR DEFINITIVE

    REGISTERED
      NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,

    REDEMPTIONS
      AND REPAYMENTS

     

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

     

    
      	
              Date
                of Exchange, Redemption or Payment

            	 	
              Principal
                Amount Exchanged From Temporary Global Notes

            	 	
              Principal
                Amount Exchanged For Definitive Bearer Notes

            	 	
              Principal
                Amount Exchanged For Definitive Registered Notes

            	 	
              Principal
                Amount Redeemed at the Option of the Issuer

            	 	
              Principal
                Amount Repaid at the Option of the Holder

            	 	
              Remaining
                Principal Amount Outstanding Following Such Exchange, Redemption
                or
                Repayment

            	 	
              Notation
                Made by or on Behalf of Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    

      

    

    
      8
        If Schedule A is not
        applicable because this Note is intended to be an NGN, include “Not Applicable”
and remove the remainder of Schedule A.

       

    

    
      9
        Applies if this Note
        is not issued as part of, or in relation to, a Unit and is not intended to
        be an
        NGN.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

    

     [SCHEDULE
      A-1]10

     

    PERMANENT
      GLOBAL BEARER NOTE

    SCHEDULE
      OF EXCHANGES

    


    The
      initial principal amount of this Note is __________. The following (A) exchanges
      of the principal amount of Notes indicated below for the same principal amount
      of Notes to be represented by (i) Definitive Bearer Notes or (ii) Definitive
      Registered Notes or [(iii) a Global Bearer Note that has been separated from
      a
      Unit (a “Separated Note”)]11, (B)
      exchanges of the principal amount of Notes that had been represented by (i)
      a
      Temporary Global Bearer Note [or (ii) a Global Bearer Note that is part of
      a
      Unit (an “Attached Unit Note”)]12 for an
      interest in this Note and (C) reductions of the principal amount of this Note
      as
      a result of (i) cancellation upon the application of such amount to the
      settlement of Purchase Contracts or the exercise of Warrants, (ii) redemption
      at
      the option of the Issuer or (iii) repayments at the option of the Holder have
      been made:

     

    
      	
              Date
                of Exchange, Cancellation Redemption, or
                Repayment

            	 	
              Principal
                Amount Exchanged From Temporary Global Notes

            	 	
              [Principal
                Amount Exchanged From an Attached Unit Note]9

            	 	
              [Principal
                Amount Exchanged For Separated Note]8

            	 	
              Principal
                Amount Exchanged For Definitive Bearer Notes

            	 	
              Principal
                Amount Exchanged For Definitive Registered Notes

            	 	
              Principal
                Amount Redeemed at the Option of the Issuer

            	 	
              Principal
                Amount Repaid at the Option of the Holder

            	 	
              Principal
                Amount Cancelled

            	 	
              Remaining
                Principal Amount Outstanding Following such Exchange, Cancellation
                Redemption or Repayment

            	 	
              Notation
                Made by or on Behalf of Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    

      


    
      10
        This Schedule A-1
        needed only if this Note is issued as part of, or in relation to, a Unit
        and is
        not intended to be an NGN.

       

    

    
      11
        Applies only if
        this Note is attached to a Unit.

       

    

    
      12
        Applies only if
        this Note has been separated from a Unit.