EXHIBIT 4.1
	 
	 FORM
          OF FIXED RATE SENIOR NOTE 
	 REGISTERED 	  	 REGISTERED 
	 No.
          FXR-1 	  	 U.S. $ 
	  	  	 CUSIP: 






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

















  MORGAN STANLEY

  SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES F


  PERFORMANCE LEVERAGED UPSIDE SECURITIES
(“PLUS”)


       PLUS DUE JANUARY 20, 2008 

  MANDATORILY EXCHANGEABLE  

  FOR AN AMOUNT
  PAYABLE IN U.S. DOLLARS 

  BASED ON THE VALUE OF THE NIKKEI 225 INDEX®

	
      ORIGINAL ISSUE DATE:
	
	
      INITIAL REDEMPTION DATE:
      N/A
	
	
      INTEREST RATE: None
	
	
      MATURITY DATE: See “Maturity
      Date” below.
	

	INTEREST ACCRUAL DATE: N/A

	
	
       INITIAL REDEMPTION
    PERCENTAGE: N/A  
	INTEREST PAYMENT DATE(S): N/A
	
	OPTIONAL REPAYMENT 

	  DATE(S): N/A

	SPECIFIED CURRENCY: U.S. dollars 
	ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A 
	INTEREST PAYMENT PERIOD: N/A	APPLICABILITY
        OF MODIFIED PAYMENT UPON ACCELERATION OR REDEMPTION: See “Alternate
        Exchange Calculation in Case of an Event of Default” below.

	IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS,
    OPTION TO ELECT PAYMENT IN U.S. DOLLARS: N/A
	REDEMPTION NOTICE PERIOD: N/A
	APPLICABILITY OF ANNUAL INTEREST PAYMENTS: N/A
	If yes, state Issue Price: N/A

	EXCHANGE RATE AGENT: N/A
	TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS:
    NO
	PRICE APPLICABLE UPON OPTIONAL REPAYMENT: N/A
	ORIGINAL YIELD TO MATURITY: N/A 

	OTHER PROVISIONS: See below
	IF YES, STATE INITIAL OFFERING DATE: N/A
	 	 





	
      Stated Principal Amount
		 
		
      $10 per PLUS
	
	 	 	 
	
      Underlying Index
		 
		
      Nikkei 225 Index®
	  
	 	 	 
	
      Underlying Index Publisher
		 
		
      Nihon Keizai Shimbun, Inc.
	
	 	 	 
	
      Initial Index Value
		 
		 

	
	 	 	 
	
      Pricing Date
		 
		 

	
	 	 	 
	
      Denominations
		 
		
      $10 and integral multiples thereof
	
	 	 	 
	
      Bull Market or Bear Market PLUS
		 
		
      Bull Market PLUS
	




  2
















	
      Maximum Payment at Maturity
		 
		
      $
	
	 	 	 
	
      Minimum Payment at Maturity
		 
		 

	
	
          if Bear Market PLUS
		 
		
      N/A
	
	 	 	 
	Leverage Factor	 	      %
	 	 	 
	Index Valuation Date

	 
		January 17, 2008; provided that
      if there is a Market Disruption Event on the scheduled Index Valuation
      Date or if the scheduled Index Valuation Date is not otherwise an Index
      Business Day, the Index Valuation Date shall be the immediately succeeding
      Index Business Day during which no Market Disruption Event shall have occurred.
      See “Maturity Date.”


	 	 	 
	Maturity Date


		 
		January 20, 2008, subject
	      to extension if the scheduled Index Valuation Date is postponed in accordance
	      with the definition thereof. If the Index Valuation Date is postponed
	      so that it falls less than two scheduled Index Business Days prior to
	      the scheduled Maturity Date, the Maturity Date shall be the second scheduled
	      Index Business Day following the Index Valuation Date as postponed. See “Index
	      Valuation Date.”

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


	






  3
















	 
		 
		which the Maturity Date has been rescheduled, the Business Day immediately following the actual Index Valuation Date for determining the Final Index Value (as defined below).


	
	 	 	 
	Payment at Maturity


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

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

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

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


	
	 
	
      Applicable only for BULL MARKET PLUS
	  
	 	 	 
	             Leveraged Upside Payment


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


	
	 	 	 
	             Index Performance Factor


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


	






  4

















  Applicable only for BEAR MARKET PLUS

	     Enhanced Downside Payment


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


	
	 	 	 
	     Upside Reduction Amount


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


	
	 	 	 
	     Index Percent Decrease


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


	
	 	 	 
	Applicable for all PLUS	 	 
	 	 	 
	Index Percent Increase

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


	
	 	 	 
	Final Index Value


		 
		The Index Closing Value
	      of the Underlying Index on the Index Valuation Date, as published on Bloomberg
	      page “NKY” or any successor page.


	
	 	 	 
	Index Closing Value


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


	
	 	 	 
	Trading Day


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


	
	 	 	 
	Index Business Day


		 
		A day, as determined by the Calculation Agent, on which trading is generally conducted on the Relevant Exchange and on any exchange on which futures or options contracts related to the Underlying Index
(or Successor Index) are traded, other than a day on which


	




  5
















	 
		 
		trading on such exchange is scheduled to close prior to its regular final weekday closing price.


	
	 	 	 
	Relevant Exchange


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


	
	 	 	 
	Calculation Agent


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

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

All calculations with respect to the Payment at Maturity shall be rounded to the nearest one hundred- thousandth, with five one-millionths rounded upward (e.g., .876545
would be rounded to .87655); all dollar amounts related to determination of the amount of cash payable for each Stated Principal Amount of this PLUS shall be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward
(e.g., .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate number of PLUS shall be rounded to the nearest cent, with one-half cent rounded upward.


	
	 	 	 
	Market Disruption Event


		 
		Market Disruption Event means, with respect to the Underlying Index:

(i) the occurrence or existence of a suspension, absence or material limitation of trading of stocks then constituting 20 percent or more of the level of the Underlying Index (or the Successor Index) on the Relevant Exchanges
for such securities for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session on such Relevant Exchange; or a breakdown or failure in the price and trade reporting systems of any
Relevant Exchange as a result of which the reported trading prices for stocks then constituting 20 percent or more of the level of the Underlying Index (or the Successor


	




  6
















	
		 
		Index) during the last one-half hour preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate; or the suspension, material limitation or absence of
trading on any major U.S. securities market for trading in futures or options contracts or exchange traded funds related to the Underlying Index (or the Successor Index) for more than two hours of trading or during the one-half hour period preceding
the close of the principal trading session on such market, in each case as determined by the Calculation Agent in its sole discretion; and

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

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

For the purpose of determining whether a Market
    Disruption Event has occurred: (1) a limitation on the hours or number of
    days of trading shall not constitute a Market Disruption Event if it results
    from an announced change in  the regular business hours of the relevant exchange
    or market, (2) a decision to permanently discontinue trading in the relevant
    futures or options contract or exchange traded fund shall not constitute
    a Market Disruption Event, (3) limitations  pursuant to the rules of any
    Relevant Exchange similar to NYSE Rule 80A (or any applicable rule or regulation
    enacted or promulgated by any other self-regulatory organization or any government
    agency of scope similar to NYSE Rule 80A as determined  by the Calculation
    Agent) on trading during significant market fluctuations shall constitute
    a suspension,


	




  7
















	 
		 
		absence or material limitation
	      of trading, (4) a suspension of trading in futures or options contracts
	      on the Underlying Index by the primary securities market trading in such
	      contracts by reason of (a) a price change exceeding limits set by such
	      securities exchange or market, (b) an imbalance of orders relating to
	      such contracts or (c) a disparity in bid and ask quotes relating to such
	      contracts shall constitute a suspension, absence or material limitation
	      of trading in futures or options contracts related to the Underlying Index
	      and (5) a “suspension, absence or material limitation of trading” on
	      any Relevant Exchange or on the primary market on which futures or options
	      contracts related to the Underlying Index are traded shall not include
	      any time when such securities market is itself closed for trading under
	      ordinary circumstances.


	
	 	 	 
	Alternate Exchange Calculation	 	 
	   in Case of an Event of Default

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

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


	
	 	 	 
	Discontinuance of the Underlying Index;	 	 
	     Alteration
	      of Method of Calculation

	 
		If the Underlying Index
	      Publisher discontinues publication of the Underlying Index and the Underlying
	      Index Publisher or another entity (including MS & Co.) publishes a
	      successor or


	




       8
















	
		 
		substitute index that
	      the Calculation Agent determines, in its sole discretion, to be comparable
	      to the discontinued Underlying Index (such index being referred to herein
	      as a “Successor
Index”), then any subsequent Index Closing Value shall be determined by
reference to the published value of such Successor Index at the regular weekday
close of trading on the Index Business Day that any Index Closing Value is to
be determined.

Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent shall cause written notice thereof to be furnished to the Trustee, to the Issuer and to the Depositary, as holder of the PLUS, within three
Trading Days of such selection.

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

If at any time the method of calculating the Underlying Index or a Successor Index, or the value thereof, is changed in a material respect, or if the Underlying Index or a Successor Index is in any other way modified so that
such index does not, in the opinion of the Calculation Agent, fairly represent the value of the Underlying Index or such Successor Index had such changes or modifications not been made, then, from and after such time, the Calculation
Agent


	




  9
















	 
		 
		shall, at the close of business in New York City on each date on which the Index Closing Value is to be determined, make such calculations and adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a value of a stock index comparable to the Underlying Index or such Successor Index, as the case may be, as if such changes or modifications had not been made, and the Calculation Agent shall
calculate the Final Index Value with reference to the Underlying Index or such Successor Index, as adjusted. Accordingly, if the method of calculating the Underlying Index or a Successor Index is modified so that the value of such index is a
fraction of what it would have been if it had not been modified (e.g., due to a split in the index), then the Calculation Agent shall adjust such index in order to arrive at a value of the Underlying Index or such Successor Index as if it had not
been modified (e.g., as if such split had not occurred).


	






  10

















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


       Interest on
  this Note will accrue from and including the most recent date to which interest
  has been paid or duly provided for, or, if no interest has been paid or duly
  provided for, from and including the Interest Accrual Date, until but excluding
  the date the principal hereof has been paid or duly made available for payment.
  The interest so payable, and punctually paid or duly provided for, on any Interest
  Payment Date will, subject to certain exceptions described herein, be paid
  to the person in whose name this Note (or one or more predecessor Notes) is
  registered at the close of business on the date 15 calendar days prior to such
  Interest Payment Date (whether or not a Business Day (as defined below)) (each
  such date, a “Record Date”); provided, however, that
  interest payable at maturity (or any redemption or repayment date) will be
  payable to the person to whom the principal hereof shall be payable. As used
  herein, “Business Day” means any day, other than a Saturday
  or Sunday, (a) that is neither a legal holiday nor a day on which banking institutions
  are authorized or required by law or regulation to close (x) in The City of
  New York or (y) if this Note is denominated in a Specified Currency other than
  U.S. dollars, euro or Australian dollars, in the principal financial center
  of the country of the Specified Currency, or (z) if this Note is denominated
  in Australian dollars, in Sydney and (b) if this Note is denominated in euro,
  that is also a day on which the Trans-European Automated Real-time Gross Settlement
  Express Transfer System (“TARGET”) is operating (a “TARGET Settlement
Day”).


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


  11

















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


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


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


       If the holder elects to receive all or a portion of payments of principal of, premium, if any, and interest on this Note, if denominated in a Specified Currency other than U.S. dollars, in U.S.
dollars, the Exchange Rate Agent (as defined on the reverse hereof) will convert such payments into U.S. dollars. In the event of such an election, payment in respect of this Note will be based upon the exchange rate as determined by the Exchange
Rate Agent based on the highest bid quotation in The City of New York received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the amount of the Specified Currency payable in the absence of such an election to such holder and at which the applicable dealer commits to execute a contract. If such bid quotations are not


  12

















  available, such payment will be made in the Specified Currency. All currency exchange costs will be borne by the holder of this Note by deductions from such payments.


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


       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Senior
Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


  13
















      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.


  	 JPMORGAN CHASE
          BANK, N.A., 
	       as
          Trustee 
	 	 	 
	By:	 
	 	

	 	Authorized Officer 




 


  14

















  FORM OF REVERSE OF SECURITY


       This Note is
  one of a duly authorized issue of Senior Global Medium-Term Notes, Series F,
  (the “Notes”) of the Issuer. The Notes
are issuable under a Senior Indenture, dated as of November 1, 2004, between
  the Issuer and The Bank of New York, a New York banking corporation (as successor
  Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)),
  as Trustee (the “Trustee,” which term includes any successor
  trustee under the Senior Indenture) (as may be amended or supplemented from
  time to time, the “Senior Indenture”), to which Senior Indenture
  and all indentures supplemental thereto reference is hereby made for a statement
  of the respective rights, limitations of rights, duties and immunities of the
  Issuer, the Trustee and holders of the Notes and the terms upon which the Notes
  are, and are to be, authenticated and delivered. The Issuer has appointed The
  Bank of New York (as successor to JPMorgan Chase Bank, N.A.) at its corporate
  trust office in The City of New York as the paying agent (the “Paying Agent,” which
  term includes any additional or successor Paying Agent appointed by the Issuer)
  with respect to the Notes. The terms of individual Notes may vary with respect
  to interest rates, interest rate formulas, issue dates, maturity dates, or
  otherwise, all as provided in the Senior Indenture. To the extent not inconsistent
  herewith, the terms of the Senior Indenture are hereby incorporated by reference
herein.


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


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


  15

















       If so indicated
  on the face of this Note, this Note will be subject to repayment at the option
  of the holder on the Optional Repayment Date or Dates specified on the face
  hereof on the terms set forth herein. On any Optional Repayment Date, this
  Note will be repayable in whole or in part in increments of $1,000 or,
  if this Note is denominated in a Specified Currency other than U.S. dollars,
  in increments of 1,000 units of such Specified Currency (provided that any
  remaining principal amount hereof shall not be less than the minimum authorized
  denomination hereof) at the option of the holder hereof at a price equal to
  100% of the principal amount to be repaid, together with interest accrued and
  unpaid hereon to the date of repayment, provided that if the face hereof
  indicates that this Note is subject to “Modified Payment upon Acceleration or Redemption”, the
amount of principal payable upon repayment will be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original
issue discount accrued from the Interest Accrual Date to the date of repayment (expressed as a percentage of the aggregate principal amount), with the amount of original issue discount accrued being calculated using a constant yield method (as
described below). For this Note to be repaid at the option of the holder hereof, the Paying Agent must receive at its corporate trust office in the Borough of Manhattan, The City of New York, at least 15 but not more than 30 calendar days prior to
the date of repayment, (i) this Note with the form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the holder of this Note, the principal amount hereof, the certificate number of this Note or a description of this
Note’s tenor and terms, the principal amount hereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly
completed, will be received by the Paying Agent not later than the fifth Business
Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such
telegram, telex, facsimile transmission or letter shall only be effective if this Note and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.


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


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


  16

















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


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


       The Trustee
  has been appointed registrar for the Notes, and the Trustee will maintain at
  its office in The City of New York a register for the registration and transfer
  of Notes. This Note may be transferred at the aforesaid office of the Trustee
  by surrendering this Note for cancellation, accompanied by a written instrument
  of transfer in form satisfactory to the Issuer and the Trustee and duly executed
  by the registered holder hereof in person or by the holder’s attorney
  duly authorized in writing, and thereupon the Trustee shall issue in the name
  of the transferee or transferees, in exchange herefor, a new Note or Notes
  having identical terms and provisions and having a like aggregate principal
  amount in authorized denominations, subject to the terms and conditions set
  forth herein; provided, however, that the Trustee will not be required
  (i) to register the transfer of or exchange any Note that has been called for
  redemption in whole or in part, except the unredeemed portion of Notes being
  redeemed in part, (ii) to register the transfer of or exchange any Note if
  the holder thereof has exercised his right, if any, to require the Issuer to
  repurchase such Note in whole or in part, except the portion of such Note not
  required to be repurchased, or (iii) to register the transfer of or exchange
  Notes to the extent and during the period so provided in the Senior Indenture
  with respect to the redemption of Notes. Notes are exchangeable at said office
  for other Notes of other authorized denominations of equal aggregate principal
  amount having identical terms and provisions. All such exchanges and transfers
  of Notes will be free of charge, but the Issuer may require payment of a sum
  sufficient to cover any tax or other governmental charge in connection therewith.
  All Notes surrendered for exchange shall be accompanied by a written instrument
  of transfer in form satisfactory to the Issuer and the Trustee and executed
  by the registered holder in person or by the holder’s attorney duly authorized
  in writing. The date of registration of any Note delivered upon any exchange
  or transfer of Notes shall be such that no gain or loss of interest results
from such exchange or transfer.


       In case this Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction thereof (together with the


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


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


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


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  acceleration of payment of this Note, the principal amount hereof shall equal the amount of principal due and payable with respect to this Note, calculated as set forth in clause (i) above.


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


       If the face
  hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be redeemed, as a whole, at the option of the Issuer at any time
prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount hereof, together with accrued interest to the date fixed for redemption (except that if this Note is subject
to “Modified Payment upon Acceleration or Redemption,” the amount of
principal so payable will be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue discount
accrued from the Interest Accrual Date to the date of redemption (expressed as
a percentage of the aggregate principal amount), with the amount of original
issue discount accrued being calculated using a constant yield method (as described
above)), if the Issuer determines that, as a result of any change in or amendment
to the laws (including a holding, judgment or as ordered by a court of competent
jurisdiction), or any regulations or rulings promulgated thereunder, of the United
States or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in official position regarding the application
or interpretation of such laws, regulations or rulings, which change or amendment
occurs, becomes effective or, in the case of a change in official position, is
announced on or after the Initial Offering Date hereof, the Issuer has or will
become obligated to pay Additional Amounts, as defined below, with respect to
this Note as described below. Prior to the giving of any notice of redemption
pursuant to this paragraph, the Issuer shall deliver to the Trustee (i) a certificate
stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the
Issuer to so redeem have occurred, and (ii) an opinion of independent legal counsel
satisfactory to the Trustee to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the Issuer would be obligated to
pay such Additional Amounts if a payment in respect of this Note were then due.


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


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       If the face
  hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” the
  Issuer will, subject to certain exceptions and limitations set forth below,
  pay such additional amounts (the “Additional Amounts”) to
  the holder of this Note who is a U.S. Alien as may be necessary in order that
  every net payment of the principal of and interest on this Note and any other
  amounts payable on this Note, after withholding or deduction for or on account
  of any present or future tax, assessment or governmental charge imposed upon
  or as a result of such payment by the United States, or any political subdivision
  or taxing authority thereof or therein, will not be less than the amount provided
  for in this Note to be then due and payable. The Issuer will not, however,
  make any payment of Additional Amounts to any such holder who is a U.S. Alien
for or on account of:


       (a) any present or future tax, assessment or other governmental charge that would not have been so imposed but for (i) the existence of any present or former connection between such holder, or between
a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation for U.S. federal income tax purposes, and the United States, including, without limitation, such holder, or
such fiduciary, settlor, beneficiary, member or shareholder, being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or
(ii) the presentation by or on behalf of the holder of this Note for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs
later;


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


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


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


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


       (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;


  20

















       (g) any tax,
  assessment or other governmental charge imposed by reason of such holder’s
  past or present status as the actual or constructive owner of 10% or more of
  the total combined voting power of all classes of stock entitled to vote of
the Issuer or as a direct or indirect subsidiary of the Issuer; or


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


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


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


       Except as set forth below, if the principal of, premium, if any, or interest on this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the
Issuer for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Issuer or is no longer used by the government of the country issuing such currency or for the settlement of transactions by
public institutions within the international banking community, then the Issuer will be entitled to satisfy its obligations to the holder of this Note by making such payments in U.S. dollars on the basis of the Market Exchange Rate on the date of
such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date; provided, however, that if the euro


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  has been substituted for such Specified Currency,
  the Issuer may at its option (or shall, if so required by applicable law) without
  the consent of the holder of this Note effect the payment of principal of,
  premium, if any, or interest on any Note denominated in such Specified Currency
  in euro in lieu of such Specified Currency in conformity with legally applicable
  measures taken pursuant to, or by virtue of, the Treaty establishing the European
  Community, as amended. Any payment made under such circumstances in U.S. dollars
  or euro where the required payment is in an unavailable Specified Currency
  will not constitute an Event of Default. If such Market Exchange Rate is not
  then available to the Issuer or is not published for a particular Specified
  Currency, the Market Exchange Rate will be based on the highest bid quotation
  in The City of New York received by the Exchange Rate Agent at approximately
  11:00 a.m., New York City time, on the second Business Day preceding the date
  of such payment from three recognized foreign exchange dealers (the “Exchange Dealers”)
  for the purchase by the quoting Exchange Dealer of the Specified Currency for
  U.S. dollars for settlement on the payment date, in the aggregate amount of
  the Specified Currency payable to those holders or beneficial owners of Notes
  and at which the applicable Exchange Dealer commits to execute a contract.
  One of the Exchange Dealers providing quotations may be the Exchange Rate Agent
  unless the Exchange Rate Agent is an affiliate of the Issuer. If those bid
  quotations are not available, the Exchange Rate Agent shall determine the market
exchange rate at its sole discretion.


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


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


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


       With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of
two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the holders of such Notes that such moneys shall
be repaid to the Issuer and any person claiming such moneys shall thereafter look only to the Issuer for payment thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability


  22

















  of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer may have to pay the principal of or interest or premium, if any, on this
Note as the same shall become due.


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


       Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the holder in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.


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


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


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


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


  23

















  ABBREVIATIONS


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

	 	 TEN
        COM 	 – 	 as tenants
        in common 
	 	 	 	 
	 	 TEN
        ENT 	 – 	 as tenants
        by the entireties 
	 	 	 	 
	 	 JT TEN 	 – 	 as joint
        tenants with right of survivorship and not as tenants in common 
	 	  	  	 


	 	UNIF
        GIFT MIN ACT – 	 
	Custodian	 
	 
	 	 	 (Minor)	 	 (Cust)	 
	 	 	 	 	 	 






	 	Under
        Uniform Gifts to Minors Act	 
	 
		 		
	 	  	(State)	 
	 	 	 	 
	 	 Additional
        abbreviations may also be used though not in the above list.


	 	 	 	 
	 	 	 
	 
		 		


24














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




____________________________________________
 [PLEASE INSERT SOCIAL SECURITY OR OTHER

      IDENTIFYING NUMBER OF ASSIGNEE]

	 

	 
	 

	 
	 

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



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


Dated: _______________________

 

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





  25


















  OPTION TO ELECT REPAYMENT

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

	 

	 
	 

	 
	 

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




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

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





  26