EXHIBIT
4-kk


 





 


[FORM
OF FACE OF NOTE]

EURO FIXED/FLOATING RATE SENIOR REGISTERED NOTE


 


	REGISTERED	REGISTERED
	No. EFXRR/EFLRR	[PRINCIPAL AMOUNT]


 


ThIS
NOTE haS not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as
amended, the “FIEA”). tHIS NOTE may not be offered or sold, directly or indirectly, in Japan or to or for the account
or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade
Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the
account or benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of and otherwise
in compliance with the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.1


 


 


____________________


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


 




    


    


    

MORGAN
STANLEY

EURO FIXED/FLOATING RATE SENIOR REGISTERED NOTE

GLOBAL MEDIUM-TERM NOTE, SERIES [J/K]



 


	BASE
    RATE:	ORIGINAL
    ISSUE DATE:	MATURITY
    DATE:
	INDEX
    MATURITY DATE:	INTEREST
    ACCRUAL DATE:	INTEREST
    PAYMENT DATE(S):
	SPREAD
    (PLUS OR MINUS):	INITIAL
    INTEREST RATE:	INTEREST
    PAYMENT PERIOD:
	SPREAD
    MULTIPLIER:	INITIAL
    INTEREST RESET DATE:	INTEREST
    RESET PERIOD:
	REPORTING
    SERVICE:	MAXIMUM
    INTEREST RATE:	INTEREST
    RESET DATE(S):
	INDEX
    CURRENCY:	MINIMUM
    INTEREST RATE:	CALCULATION
    AGENT:
	FLOATING
    RATE COMMENCEMENT DATE:	INITIAL
    REDEMPTION DATE:	SPECIFIED
    CURRENCY:
	FIXED
    INTEREST RATE:	INITIAL
    REDEMPTION PERCENTAGE:	MINIMUM
    DENOMINATIONS:
	EXCHANGE
    RATE AGENT: [MORGAN STANLEY & CO. International plc]	ANNUAL
    REDEMPTION PERCENTAGE REDUCTION:	PRICE
    APPLICABLE UPON OPTIONAL REPAYMENT:
	FIXED
    RATE PERIOD:	OPTIONAL
    REPAYMENT DATE(S):	DESIGNATED
    CMT MATURITY INDEX:
	FLOATING
    RATE PERIOD:	REDEMPTION
    NOTICE PERIOD:2	COMMON CODE:
	EUROCLEAR
    NO:	CLEARSTREAM
    NO:	ISIN:
	INITIAL
    OFFERING DATE:	TAX
    REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]3	ORIGINAL
    YIELD TO MATURITY:
	APPLICABILITY
    OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR REDEMPTION:	IF
    YES, STATE INITIAL OFFERING DATE: [N/A]	OTHER
        PROVISIONS:

         

        The
        Holder of this Note and the owner of any beneficial interest herein, by their purchase of this Note or such beneficial
        interest herein, are hereby deemed

        




 


____________________



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
Default provision is NO. Indicate YES only if specified in pricing supplement.



 



    2


    


    

	 	 	 to
    have consented to any amendment to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement
    No. ___ dated _______[, as amended by Amendment No. ___ thereto dated _____]4,
    and the prospectus supplement [, any index supplement or other supplement] and prospectus referred to therein, each related
    to this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any
    such amendment to this Note without any further consent thereto of the Holder hereof or of such owner.
	DESIGNATED
    CMT REUTERS PAGE: 	ISSUED
    UNDER THE NEW SAFEKEEPING STRUCTURE (“NSS”): [YES/NO]5	IF
    THIS IS ISSUED UNDER THE NSS, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY
    CREDIT AND MONETARY POLICY OPERATIONS: [YES]5
	REPORTING
    SERVICE:	 	 


 


Morgan Stanley,
a Delaware corporation (together with its successors and assigns, the “Issuer”), for value received, hereby
promises to pay to ___________, or registered assignees, the principal sum of ____________, 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 Fixed Interest Rate specified above until the Initial


 


____________________




4 Applicable if there is an amendment
to the pricing supplement filed with the Securities and Exchange Commission prior to settlement of this Note.


 


5 To be Eurosystem eligible, notes
issued under the NSS also must be issued by an entity resident in a European Economic Area or G-10 country, or by a supranational
entity, must be denominated in a European Central Bank-eligible currency and must meet certain other criteria established by the
European Central Bank. 


 




    3


    


    

Interest Reset
Date specified above, and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse
hereof until but excluding the date the principal amount is paid or duly made available for payment. If an Initial Interest Rate
is 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 weekly, 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 (or 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, during any period up to and including the Floating Rate Commencement Date,
an Interest Payment Date or the Maturity Date or redemption or repayment date would fall on a day that is not 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 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 redemption or repayment date to such next succeeding Business Day; and provided, further,
that if, during any period after the Floating Rate Commencement Date, an Interest Payment Date (other than the Maturity Date or
a 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 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, such payment shall be made on the following day that is a Business Day and no interest shall accrue
for the period from and after such Maturity Date or redemption or repayment date.


 


The register
maintained by the Registrar (as defined below) shall be conclusive as to the aggregate principal amount of this Note. [This is
to certify that the person whose name is entered in the register is the holder of the aggregate nominal amount of [____________].]6


 


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


 


____________________






6 Applies only if this Note is
issued under the NSS.



 




    4


    


    

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 person in whose
name this Note (or one or more predecessor Notes) is registered at the close of business [on the Clearing System Business Day
before such Interest Payment Date (the “Record Date”), where “Clearing System Business Day”
means a day on which each clearing system for which this Global Registered Security is being held is open for business]7
[on the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day (as defined on the
reverse of this Note)) (each such date a “Record Date”)]8;
provided, however, that interest payable at maturity (or on any redemption or repayment date) will be payable to the person to
whom the principal hereof shall be payable.


 


Payment of
the principal of, premium, if any, and interest on this Note due at maturity (or on any redemption or repayment date) will be
made in immediately available funds upon surrender of this Note at the office or agency of the Principal Paying Agent, as defined
on the reverse hereof, or at such other paying agency as the Issuer may determine (each, a “Paying Agent,”
which term shall include the Principal Paying Agent). Payment of the principal of, premium, if any, and interest on this Note
will be made in the Specified Currency indicated above, except as provided on the reverse hereof; provided, however, that 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. $10,000,000 or more in aggregate principal amount of Notes having the same Interest Payment Date will 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 Principal 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, payments of interest hereon 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, and in the case the Specified Currency is euro, in a country
for which the euro is the lawful currency, if appropriate wire transfer instructions have been received by the Principal Paying
Agent in writing on or prior to [the fifth business day prior to the applicable Record Date] 9
[the fifth


 


____________________






7 Applies only if this Note is
a global registered note


 


8 Applies only if this Note is
not a global registered note


 


9 Applies only if this Note is
a global registered note



 




    5


    


    

business day
after the applicable Record Date] 10. If such wire
transfer instructions are not so received, such interest 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.


 


Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, including the Addendum, 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 (which
signature may be entered on such certificate electronically), and, if this Note is intended to be issued under the NSS, unless
this Note has been effectuated by a common safekeeper appointed by Euroclear Bank SA/NV or Clearstream Banking S.A., 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.


 


[This Global
Note shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Registrar
and, if this Global Note is held under the NSS, effectuated by the entity appointed as common Safekeeper by Euroclear or Clearstream
Luxembourg.]11


 


 


____________________






10 Applies only if this Note is
not a global registered note


 


11 Applies only if this Note is
issued under the NSS.


 




    6


    


    

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 MELLON, as Trustee

        

	 
	 
	By:	 
	 	Authorized Signatory


 


 


EFFECTUATION BY COMMON





SAFEKEEPER12


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 


	By:	 
	 	[Authorized Signatory]



 


____________________


12 An effectuation block is only applicable if this Euro Floating Rate Senior
Registered Note is intended to be issued under the NSS.


 


 



    7


    


    

[FORM
OF REVERSE OF NOTE]

GLOBAL MEDIUM-TERM NOTE, SERIES [J/K]


 


This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series [J/K], 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 Mellon (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 supplemented by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second Supplemental
Senior Indenture dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of September 10, 2008, a Fourth
Supplemental Senior Indenture dated as of December 1, 2008, a Fifth Supplemental Senior Indenture dated as of April 1, 2009,
a Sixth Supplemental Senior Indenture dated as of September 16, 2011, a Seventh Supplemental Senior Indenture dated as of November
21, 2011, an Eighth Supplemental Senior Indenture dated as of May 4, 2012, a Ninth Supplemental Senior Indenture dated as of March
10, 2014 and a Tenth Supplemental Senior Indenture dated as of January 11, 2017 (as the same 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 Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal corporate
trust office in the Borough of Manhattan, The City of New York, as a paying agent for the Notes in the United States and The Bank
of New York Mellon, London Branch (as successor to JPMorgan Chase Bank, N.A., London Branch), at its corporate trust office in
London as the principal paying agent for the Notes outside the United States (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 this Note, including any Addendum, 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).


 




    8


    


    




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. 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.


 


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. 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, (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 Financial
Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States, Western Europe or Japan 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 Principal 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 Principal Paying Agent by such fifth Business Day. Unless
otherwise indicated on the face of this Note, 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.


 




    9


    


    

This Note
will bear interest at the Fixed Interest Rate for the period commencing on and including the Interest Accrual Date and ending
on, but excluding, the Floating Rate Commencement Date. Unless otherwise provided on the face hereof or in the Addendum, from
and including the Floating Rate Commencement Date, 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, and/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). 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. Unless otherwise specified on the face hereof, the interest rate in effect for the ten calendar days
immediately prior to maturity, redemption or repayment will be that in effect on the tenth calendar day preceding such maturity,
redemption or repayment date. Unless otherwise indicated on the face hereof, 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 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 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 the CMS Rate will be the second U.S. Government Securities Business
Day (as defined herein) 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 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 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


 




    10


    


    

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 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 the H.15 Daily Update, 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 by
3:00 p.m., New York City time, on that Calculation Date the above rate is not yet published in 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 Issuer or its designee (after consultation with the Issuer),
for commercial 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.


 


(ii) If the
dealers selected by the Issuer or its designee are not quoting as set forth in (i) 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:


 




    11


    


    

	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 Thomson Reuters Eikon (“Reuters”), or any successor service, on page EURIBOR01 or any other page
as may replace page EURIBOR01 on that service (“Reuters Page EURIBOR01”) 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 Issuer or its designee (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.


 


(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 Issuer or its designee (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 Issuer or its designee are not quoting as set forth above, EURIBOR for that Interest Determination
Date shall remain 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.


 




    12


    


    

(iv) If
the Issuer or its designee determine that EURIBOR has been permanently discontinued, the Calculation Agent will use, as a substitute
for EURIBOR and for each future Interest Determination Date, the alternative reference rate selected by the central bank, reserve
bank, monetary authority or any similar institution (including any committee or working group thereof) in the jurisdiction of
the applicable Index Currency that is consistent with accepted market practice (the “Alternative Rate”). As
part of such substitution, the Issuer or its designee will make such adjustments to the Alternative Rate or the spread thereon,
as well as the business day convention, Interest Determination Dates and related provisions and definitions, in each case that
are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as this Note. If,
however, the Issuer or its designee determine that no such Alternative Rate exists on the relevant date, the Issuer or such designee
shall make a determination of an alternative rate as a substitute for EURIBOR for debt obligations such as this Note, as well
as the spread thereon, the business day convention and the Interest Determination Dates, that is consistent with accepted market
practice.


 


“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 the H.15 Daily Update under the heading “Federal Funds (Effective)” as displayed on
Reuters, or any successor service, on page FEDFUNDS1 or any other page as may replace the applicable page on that service (“Reuters
Page FEDFUNDS1”).


 


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 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, quoted by each of three leading brokers of U.S. dollar federal
funds transactions


 




    13


    


    

in The City
of New York, which may include the initial dealer and its affiliates, selected by the Issuer or its designee (after consultation
with the Issuer).


 


(iii) If
the brokers selected by the Issuer or its designee are not quoting as set forth in (ii) above, the Federal Funds Rate for that
Interest Determination Date shall remain the 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 Federal Funds Rate on
that date set forth opposite the caption “Open” as displayed on Reuters, or any successor service, on page 5 or any
other page as may replace the applicable page on that service, (“Reuters 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
                                         displayed on FFPREBON Index Page on Bloomberg L.P. (“Bloomberg”), which is
                                         the Fed Funds Opening Rate as reported by Prebon Yamane, or any successor service, on
                                         Bloomberg.



 


		·	If
                                         the above rate is not displayed on the FFPREBON Index Page on Bloomberg, 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 prior to 9:00 a.m., New York City time, on that
                                         Interest Determination Date, quoted 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 Issuer or its designee (after consultation with the Issuer).



 


		·	If
                                         the brokers selected by the Issuer or its designee 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 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 the H.15 Daily Update under the
heading “Bank Prime Loan.”


 




    14


    


    

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


 


(i)   If the
above rate is not published in 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 Page US PRIME 1, as defined below, as that bank’s Prime Rate or base lending rate, as of 11:30 a.m., New
York City time, as in effect for that Interest Determination Date.


 


(ii)  If fewer
than four rates for that Interest Determination Date appear on the Reuters Page US PRIME 1 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 in The City of New York, which may include affiliates of the initial dealer, selected by the
Issuer or its designee (after consultation with the Issuer).


 


(iii) If
the banks selected by the Issuer or its designee are not quoting as set forth 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.


 


“Reuters
Page US PRIME 1” means the display designated as page “US PRIME 1” on Reuters, or any successor service,
or any other page as may replace the US PRIME 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
“INVEST RATE” on the display on Reuters, or any successor service, on page USAUCTION10 or any other page as may replace
page USAUCTION10 on that service (“Reuters Page USAUCTION10”), or on page USAUCTION11 or any other page as may replace
page USAUCTION11 on that service (“Reuters Page USAUCTION11”); or


 


(ii)  if the
rate described in (i) 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


 




    15


    


    

(iii) if
the rate described in (ii) 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 Auction rate on the applicable Interest Determination Date of Treasury Bills having the Index
Maturity specified on the face hereof 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


 


(iv) if the
rate described in (iii) 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. government securities dealers, which may include the initial dealer and its affiliates, selected by
the Issuer or its designee, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified
on the face hereof; or


 


(v)  if the
dealers selected by the Issuer or its designee are not quoting as described in (iv), 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 any of the following rates published by the Federal Reserve System Board of Governors,
or its successor, on its website or in another recognized electronic source, as the yield is displayed for Treasury securities
at “constant maturity” 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 Reuters Page is FRBCMT; 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 Reuters Page is FEDCMT.


 




    16


    


    

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 published by 3:00 p.m., New York City time, on the related Calculation
Date, then the CMT Rate shall be the Treasury Constant Maturities Rate for the Designated CMT Maturity Index or other U.S. Treasury
rate for the Designated CMT Maturity Index on the Interest Determination Date for the related Interest Reset Date as may then
be published by either the Board of Governors of the 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 Reuters Page and published
on the website of the Federal Reserve System Board of Governors or in another recognized electronic source.


 


(ii)  If the
rate described in (i) above 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 its affiliates, selected by the Issuer or its designee as described in the
following sentence. The Issuer or its designee (after consultation with the Issuer) shall select five Reference Dealers 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.


 


(iii) If
three Treasury Notes quotations are not obtained as described in (ii) 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 (ii) 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.


 




    17


    


    

(iv) If three
or four, and not five, of the Reference Dealers are quoting as described in (iii) above, then the CMT Rate for that Interest Determination
Date 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.


 


(v)  If fewer
than three Reference Dealers selected by the Issuer or its designee are quoting as described in (iii) 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.


 


“Designated
CMT Reuters Page” means the display on Reuters, 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 published
by the Federal Reserve System Board of Governors, or its successor, on its website or in another recognized electronic source.
If no Reuters page is specified on the face hereof, the Designated CMT Reuters Page shall be FEDCMT, 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 on the face hereof, 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.


 


Determination
of CMS Rate. If the Base Rate specified on the face hereof is a “CMS Rate,” for any Interest Determination Date,
the CMS Rate with respect to this Note shall be the fixed rate of interest payable on an interest rate swap having the index maturity
specified as reported on Reuters Page ICESWAP1 or any successor page thereto at approximately 11:00 a.m. New York City time for
such day.


 


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


 


(i)   If the
rate is not displayed by approximately 11:00 a.m. New York City time on the Reuters Page ICESWAP1 on any day on which such rate
must be determined, such rate for such day will be determined on the basis of the mid-market semi-annual swap rate quotations
to the Calculation Agent provided by five leading swap dealers in the New York City interbank market selected by the Issuer or
its designee (the “Reference Banks”) at approximately 11:00 a.m., New York City time, on such day, and, for
this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg,
calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to
the applicable maturity commencing on such day and in a representative amount with an acknowledged dealer of good credit in the
swap market, where the floating leg, calculated on an


 




    18


    


    

actual/360
day count basis, is equivalent to the index rate that is then used in the calculation of the CMS Rate with a designated maturity
of three months. The Issuer or its designee shall request the principal New York City office of each of the Reference Banks to
provide a quotation of its rate.


 


(ii)  If at
least three quotations are provided, the rate for that day shall be the arithmetic mean of the quotations, eliminating 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).


 


(iii) If
fewer than three quotations are provided as requested, the affected rate shall be determined by the Issuer or its designee in
good faith and in a commercially reasonable manner.


 


Unless otherwise
provided in the Addendum, “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday
or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S. government securities.


 


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 or in the Addendum, interest payments on this Note shall be the amount of interest accrued from and
including the Interest Accrual Date or from and including the last date to which interest has been paid or duly provided for 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 in the Addendum, accrued interest hereon shall be an amount calculated by multiplying the principal
amount hereof 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 Commercial
Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open) Rate, Prime Rate or CMS Rate; or (ii) 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


 




    19


    


    

Note will be
rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with 0.000005% being rounded up to 0.00001%),
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 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 0.005 being rounded up to 0.01. Unless otherwise provided
in the Addendum, the interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. Unless
otherwise provided in the Addendum, the interest rate applicable to any other day (other than a day occurring on or after the
Floating Rate Commencement Date) is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate). While this Note bears interest at the Fixed Interest Rate, interest payments on this Note will be [calculated
on an actual/actual (ICMA) day count basis]13.


 


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
is issuable only 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.


 


The Trustee
has been appointed registrar for the Notes (the “Registrar,” which term includes any successor registrar appointed
by the Issuer) and the Registrar 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 either the aforesaid New York office or at the London office of the Registrar by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar
and duly executed by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and
thereupon the Registrar 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 Registrar 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


 


____________________







13 Insert alternative day-count convention for the fixed interest period if actual/actual (ICMA) is not to be used. 


 


 




    20


    


    

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 offices for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and
transfers 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 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 Registrar 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 such Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required
in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new Note of like tenor in exchange
for this Note, but, in the case of any destroyed or lost or stolen Note, only upon receipt of evidence satisfactory to the Trustee
and the Issuer that this Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to
each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication
and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.


 


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 [as provided in the Addendum] 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


 




    21


    


    

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.


 


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 with respect to any interest in this Note held by a registered holder 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 of or in the United
States, 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 for or on account of:


 


		·	any
                                         present or future tax, assessment or other governmental charge that would not have been
                                         so imposed but for



 


		o	the
                                         existence of any present or former connection between the beneficial owner of an interest
                                         in this Note, or between a fiduciary, settlor, beneficiary, member or shareholder of
                                         the beneficial owner, if the beneficial owner is an estate, a trust, a partnership or
                                         a corporation for U.S. federal income tax purposes, and the United States, including,
                                         without limitation, the beneficial owner, or the fiduciary, settlor, beneficiary, member
                                         or shareholder, being or having been a citizen or resident of the United States or being
                                         or having been engaged in the conduct of a trade or business or present in the United
                                         States or having, or having had, a permanent establishment in the United States; or



 


		o	the
                                         presentation by or on behalf of the beneficial owner of an interest in this Note for
                                         payment on a date more than 15 days after the date on which payment became due and payable
                                         or the date on which payment of this Note is duly provided for, whichever occurs later;



 


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



 




    22


    


    

		·	any
                                         tax, assessment or other governmental charge imposed by reason of the beneficial owner’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 that accumulates earnings
                                         to avoid U.S. federal income tax or as a private foundation or other tax-exempt organization;



 


		·	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;



 


		·	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 payment can be made without
                                         withholding by at least one other Paying Agent;



 


		·	any
                                         tax, assessment or other governmental charge imposed solely because the beneficial owner
                                         of an interest in this Note (1) is a bank purchasing this Note in the ordinary course
                                         of its lending business or (2) is a bank that is neither (A) buying this Note for investment
                                         purposes nor (B) buying this Note for resale to a third party that either is not a bank
                                         or holding this Note for investment purposes only;



 


		·	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, identity or connection with the United States
                                         of the beneficial owner of an interest in this Note, if compliance is required by statute
                                         or by regulation of the United States or of any political subdivision or taxing authority
                                         of or in the United States as a precondition to relief or exemption from the tax, assessment
                                         or other governmental charge;



 


		·	any
                                         tax, assessment or other governmental charge imposed or collected pursuant to Sections
                                         1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”),
                                         any intergovernmental agreements entered into in connection with the implementation of
                                         such sections of the Code, or any fiscal or regulatory legislation, rules or practices
                                         adopted pursuant to any intergovernmental agreement entered into in connection with the
                                         implementation of such sections of the Code;



 


		·	any
                                         tax, assessment or other governmental charge imposed pursuant to Section 871(m) of the
                                         Code and any applicable Treasury regulations promulgated thereunder or published administrative
                                         guidance implementing such section;



 


		·	any
                                         tax, assessment or other governmental charge imposed by reason of the beneficial owner’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



 




    23


    


    

stock
of the Issuer entitled to vote or as a direct or indirect subsidiary of the Issuer; or


 


		·	any
                                         combination of the items listed above.



 


Nor will the Issuer pay Additional
Amounts with respect to any payment with respect to any interest in this Note to a U.S. Alien who is a fiduciary or partnership
or other than the sole beneficial owner of the payment to the extent the payment would be required by the laws of the United States
(or any political subdivision of the United States) to be included in the income, for tax purposes, of a beneficiary or settlor
with respect to the fiduciary or a member of the partnership or a beneficial owner who would not have been entitled to the Additional
Amounts had the beneficiary, settlor, member or beneficial owner held its interest in this Note directly.


 


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
Global Medium-Term Notes of which this Note forms a part, 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 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, 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 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


 




    24


    


    

currency, or
reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy 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 alter certain provisions of the Senior Indenture
relating to debt securities not denominated in U.S. dollars 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 of any series 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 (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, 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 (as defined below) at approximately 11:00 a.m.,
New York City time, on the second Business Day preceding the date of such payment from three recognized foreign exchange dealers
(the “Exchange Dealers”) for the purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
dollars for settlement on the payment date, in the aggregate amount of the Specified Currency payable to those holders or beneficial
owners of Notes and at which the applicable Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent (as defined below) 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.


 




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


 


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


 


So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of,
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. 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, premium, if any, or
interest 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, premium, if any, or interest 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


 




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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 interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the Issuer or of any successor corporation, either directly
or through the Issuer or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.


 


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


 


As used herein:


 


(a)
Unless otherwise provided in the Addendum, 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 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 payment system (“TARGET”), which utilizes a single shared platform
and was launched on November 19, 2007, is open for the settlement of payment in euro (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 at each holder’s address as that address
appears in the register for the Notes by first class mail, postage prepaid, and 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


 




    27


    


    

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 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.


 




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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.


____________________


 


 






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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
    ________ 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.



 



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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.



 



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[ADDENDUM]14


 


Determination
of SOFR


 


The
Base Rate specified on the face hereof is based on SOFR. The Calculation Agent shall determine SOFR for each U.S. Government Securities
Business Day as follows:


 


SOFR
means, with respect to any U.S. Government Securities Business Day:


 


(1)
the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal
Reserve, as the administrator of such rate (or a successor administrator) on the New York Federal Reserve’s Website on or
about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities
Business Day; or


 


(2)
if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified
in paragraph (1), unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured
Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the
New York Federal Reserve’s Website; or


 


(3)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred:


 


		·	the
                                         sum of: (a) the alternate rate of interest that has been selected or recommended by the
                                         Relevant Governmental Body as the replacement for the then-current Benchmark for the
                                         applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or



 


		·	the
                                         sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or



 


		·	the
                                         sum of: (a) the alternate rate of interest that has been selected by the Issuer or its
                                         designee as the replacement for the then-current 



 


____________________


14
Applies only if the specified Base Rate is SOFR.





 




    32


    


    

Benchmark
for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for
the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.


 


“Benchmark”
means the Secured Overnight Financing Rate with the Index Maturity specified above; provided that if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate with the Index
Maturity specified above or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 


“Benchmark
Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR”
that can be determined by the Issuer or its designee as of the Benchmark Replacement Date. In connection with the implementation
of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement Conforming Changes from
time to time.


 


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer
or its designee as of the Benchmark Replacement Date: 


 


(1)
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;



 


(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;



 


(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer or its designee
giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate notes at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Interest Payment Period,” timing and frequency of determining rates
and making payments of interest and other administrative matters) that the Issuer or its designee decides may be appropriate to
reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer
or its designee decides that 


 




    33


    


    

adoption
of any portion of such market practice is not administratively feasible or if the Issuer or its designee determines that no market
practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determines is reasonably
necessary).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: 


 


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark
permanently or indefinitely ceases to provide the Benchmark; or


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 


For
the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:



 


(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark;


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease
to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the Benchmark; or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
that the Benchmark is no longer representative.


 




    34


    


    

A
“business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to close in The City of New York.


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time.


 


“ISDA
Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply
for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event
with respect to the Benchmark for the applicable tenor.


 


“ISDA
Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable
ISDA Fallback Adjustment.


 


“New
York Federal Reserve” means the Federal Reserve Bank of New York.


 


“New
York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org,
or any successor source.


 


“Reference
Time” with respect to any determination of the Benchmark means the time determined by the Issuer or its designee in
accordance with the Benchmark Replacement Conforming Changes.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“U.S.
Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in U.S. government securities.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 




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If
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election
that may be made by the Issuer or its designee pursuant to this Note, including any determination with respect to a tenor, rate
or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection:


 


		·	will
                                         be conclusive and binding absent manifest error;



 


		·	will
                                         be made in the Issuer’s or its designee’s sole discretion; and



 


		·	notwithstanding
                                         anything to the contrary in the documentation relating to this Note, shall become effective
                                         without consent from the holder of this Note or any other party.



 


How Interest
is Calculated


 


The
amount of interest accrued and payable on this Note for each Interest Payment Period during the Floating Rate Period will be equal
to the outstanding principal amount of this Note multiplied by the product of:


 


		·	the
                                         sum of the accrued interest compounding factor plus the Spread for the relevant Interest
                                         Payment Period,



 


-
multiplied by -


 


		·	the
                                         quotient obtained by dividing the actual number of calendar days in such Interest Payment
                                         Period by 360.



 


Notwithstanding
the foregoing, in no event will the interest rate payable for any Interest Payment Period be less than zero percent.


 


With
respect to any Interest Payment Period during the Floating Rate Period, the accrued interest compounding factor means the rate
of return of a daily compound interest investment computed in accordance with the following formula (with the resulting percentage
rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001):


 


 





 


“d0”,
for any Interest Payment Period, is the number of U.S. Government Securities Business Days in the relevant Interest Payment Period.


 




    36


    


    

“i”
is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days
in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Payment
Period.


 


“SOFRi”,
for any day “i” in the relevant Interest Payment Period, is a reference rate equal to SOFR in respect of that day.


 


“ni”
is the number of calendar days in the relevant Interest Payment Period on which the rate is SOFRi.


 


“d”
is the number of calendar days in the relevant Interest Payment Period.


 


For
these calculations, the interest rate in effect on any U.S. Government Securities Business Day will be the applicable rate as
reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government
Securities Business Day.


 


Alternate
Interest Accrual Calculation in Case of an Event of Default


 


In
case an Event of Default with respect to this Note shall have occurred and be continuing, the amount declared due and payable
for each $1,000 principal amount of this Note (the “Stated Principal Amount”) upon any acceleration of this
Note shall be determined by the Calculation Agent, after consultation with the Issuer, and shall be an amount in cash equal to
the Stated Principal Amount plus accrued and unpaid interest thereon calculated as if the date of such acceleration were the Maturity
Date, final Interest Payment Period End-Date (if applicable) and final Interest Payment Date.


 


Alternate
Interest Accrual Calculation in Case of a Tax Redemption


 


If
this Note is redeemed in accordance with the provisions relating to “Tax Redemption and Payment of Additional Amounts,”
the Stated Principal Amount upon any such redemption of this Note shall be determined by the Calculation Agent and shall be an
amount in cash equal to the Stated Principal Amount plus accrued and unpaid interest thereon calculated as if the date of such
redemption were the Maturity Date, final Interest Payment Period End-Date and final Interest Payment Date.


 






    37