Exhibit 4.4


 





[FORM
OF FACE OF NOTE]

SENIOR VARIABLE RATE RENEWABLE NOTE


 


	REGISTERED

    No. SRVRR	REGISTERED

    CUSIP:

    [PRINCIPAL AMOUNT],

    as modified by Schedule I


 


Unless this
certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York)
to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any
payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
since the registered owner hereof, Cede & Co., has an interest herein.1


 


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.2


 


 


 


 


 









1
Applies only if this Note is a Registered Global Security. 


2
If this Note is offered in Japan or denominated in Japanese Yen, appropriate legends need to be added.



 




    


     


    

 


MORGAN STANLEY

SENIOR VARIABLE RATE RENEWABLE NOTE

SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES I


 


	BASE RATE:	ORIGINAL
    ISSUE DATE:	INITIAL
    MATURITY DATE:
	 	 	FINAL MATURITY DATE:
	 	 	MATURITY EXTENSION DATES:
	INDEX MATURITY:	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):
	 	MINIMUM INTEREST RATE:	CALCULATION AGENT:
	INDEX CURRENCY:	INITIAL REDEMPTION DATE:	SPECIFIED CURRENCY:
	EXCHANGE RATE AGENT:

                                               [MORGAN STANLEY & CO. LLC]
	INITIAL REDEMPTION

                                               PERCENTAGE:
	IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO EECT PAYMENT IN U.S. DOLLARS:

                                               [ YES]3

	 	 	 
	INCREMENTAL SPREAD COMMENCEMENT DATE:	ANNUAL REDEMPTION PERCENTAGE REDUCTION:	DESIGNATED CMT REUTERS PAGE:

                                                

	ELECTION DATES:	 	 
	INCREMENTAL SPREAD (PLUS OR MINUS):	 	TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS:
    [NO]4
	REDEMPTION DATES:

                                                
	 	IF YES, STATE INITIAL OFFERING DATE: [N/A]
	REDEMPTION PERCENTAGE:

                                                
	 	 
	SPECIFIED CURRENCY:	OPTIONAL REPAYMENT DATE(S):	DESIGNATED CMT MATURITY INDEX:

                                                

                                                

	 	REDEMPTION NOTICE PERIOD:5	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 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
        _____]6, and the prospectus 

        






 





 






 3 Applies
if this is a Registered Global Security, unless arrangements are made with DTC outside of existing Letters of
Representations, as has been the case in the past.


 4
Default provision is NO. Indicate YES only for certain notes issued on a global basis if specified in pricing supplement.





5
Applicable if other than 30-60 calendar days. If this is a Registered Global Security, minimum notice period is [10] calendar
days [current DTC limitation].





6
Applicable if there is an amendment to the pricing supplement filed with the Securities and Exchange Commission prior to settlement
of this Note.


 





    2


     


    




 





	 	 	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.



 


 


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 specified in Schedule I hereto on the Initial Maturity Date
specified above or, to the extent the maturity date of any portion of the principal amount of this Note is extended in accordance
with the procedures set forth below to an Extended Maturity Date, as defined below, on such Extended Maturity Date (except to
the extent such portion is redeemed prior to such Extended Maturity Date) and to pay interest on the principal amount hereof outstanding
from time to time, from and including the Interest Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above or determined in accordance with the provisions specified on the reverse hereof until the Initial Interest
Reset Date specified above, and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse
hereof until (a) the principal hereof is paid or duly made available for payment or (b) this Note has been canceled in accordance
with the provisions set forth below. Unless such rate is otherwise specified on the face hereof, the Calculation Agent shall determine
the Initial Interest Rate for this Note in accordance with the provisions specified on the reverse hereof.


 


The Issuer
will pay interest in arrears 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 Initial Maturity Date or the Extended Maturity Date, as the case may be (each, a “Maturity
Date”), or any redemption 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 an Interest Payment Date or the Maturity Date or redemption date would fall on a day that
is not a Business Day, as defined on the reverse hereof, such Interest Payment Date, Maturity Date or redemption date shall be
the following day that is a Business Day, except that if the Base Rate specified above is LIBOR or EURIBOR and such next Business
Day falls in the next calendar month, the Interest Payment Date, Maturity Date or redemption date shall be the immediately preceding
day that is a Business Day. As used herein, “Extended Maturity Date” means the Maturity Extension Date (as specified
above) occurring in the month twelve months after the most recent Election Date on which the maturity of this Note has been extended
pursuant to the provisions set forth below.


 


Interest
on this Note will accrue from and including the most recent date to which interest has been paid or duly provided for, or, if
no interest has been paid or duly provided for, from and


 




    3


     


    

including the Interest Accrual
Date, until, but excluding the date (a) the principal hereof has been paid or duly made available for payment or (b) this Note
has been canceled in accordance with the provisions set forth 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 date [one Business Day prior to such Interest
Payment Date]7 [15 calendar days prior to such Interest Payment Date (whether or not a Business Day)]8 (each
such date, a “Record Date”); provided, however, that interest payable at maturity (or any redemption date) shall be
payable to the person to whom the principal hereof shall be payable.


 


On each Election
Date, the maturity of this Note shall be extended to the Maturity Extension Date occurring in the month twelve months following
such Election Date, unless, in any such case, the holder hereof elects to terminate the automatic extension of the maturity hereof
or of any portion hereof having a principal amount of $1,000 or any larger multiple of $1,000 in excess thereof by delivering
to the Trustee at least 15 but not more than 30 calendar days prior to the applicable Election Date (i) this Note with the form
entitled “Option to Elect Termination of Automatic Extension” 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 of America 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 or terms, a statement
that the option to elect termination of automatic extension is being exercised thereby, the principal amount hereof with respect
to which such option is being exercised and a guarantee that this Note with the form entitled “Option to Elect Termination
of Automatic Extension” below duly completed will be received by the Trustee no later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter; provided that such telegram, telex, facsimile transmission or
letter shall not be effective unless this Note and such form duly completed are received by the Trustee by such fifth Business
Day. Such option may be exercised by the holder for less than the entire principal amount hereof provided that the principal amount
for which such option is not exercised is at least $1,000 or any larger amount that is an integral multiple of $1,000. The exercise
of such option may be withdrawn before or after the applicable Election Date by giving written notice to such effect to the Paying
Agent not less than 16 calendar days prior to such Election Date (or if such sixteenth day is not a Business Day, on the immediately
preceding Business Day). If the option to terminate the automatic extension of the maturity of any portion hereof is exercised
and not withdrawn prior to the applicable Election Date in accordance with such procedures, a new Note or Notes in the form attached
hereto as Exhibit A (each, a “Short-Term Note”) for the principal amount hereof for which such option was exercised
and not withdrawn having as its or their “Maturity Date” (as such term is used in each such Short-Term Note) the Maturity
Extension Date occurring in the month twelve months after such Election Date shall be issued on such Election Date in the name
of the holder hereof and Schedule I hereto shall be annotated as of such Election Date to reflect the corresponding decrease in
the principal amount hereof. If any exercise of the option to terminate the automatic


 






 






7
Applies only for a Registered Global Security.





8
Applies for a Registered Note that is not in global form.



 




    4


     


    

extension of the maturity hereof
causes the principal amount of this Note to be reduced to zero, this Note shall nevertheless not be canceled until the date on
which all outstanding Short-Term Notes issued in exchange for this Note shall have been paid in full.


 


Notwithstanding
the foregoing, the maturity of this Note shall not be extended beyond the Final Maturity Date specified above.


 


If the holder
of any Short-Term Note elects to exchange all or a portion of such Short-Term Note for an interest in this Note in accordance
with the terms of such Short-Term Note, Schedule I hereto shall be annotated on the date of such exchange to reflect the corresponding
increase in the principal amount hereof.


 


Payment of
the principal of, premium, if any, and interest on this Note due at maturity (or any redemption date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or in part in such Specified Currency, will be made
in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse
hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at the office or agency of such other
paying agent as the Issuer may determine, in U.S. dollars. U.S. dollar payments of interest, other than interest due at maturity
or on any date of redemption, will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address
shall appear in the Note register. A holder of U.S. $10,000,000 (or the equivalent in a Specified Currency) or more in aggregate
principal amount of Notes having the same Interest Payment Date, the interest on which is payable in U.S. dollars, shall be entitled
to receive payments of interest, other than interest due at maturity or on any date of redemption, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.


 


If this Note
is denominated in a Specified Currency other than U.S. dollars, and the holder does not elect (in whole or in part) to receive
payment in U.S. dollars pursuant to the next succeeding paragraph, payments of principal, premium, if any, or interest with regard
to this Note will be made by wire transfer of immediately available funds to an account maintained by the holder hereof with a
bank located outside the United States if appropriate wire transfer instructions have been received by the Paying Agent (as defined
on the reverse of this Note) in writing [not less than 15 calendar days prior to the applicable payment date]9, [,
with respect to payments of interest, on or prior to the fifth Business Day prior to the applicable Record Date and, with respect
to payments of principal or any premium, at least ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be]10; provided that, if payment of principal, premium, if any, or interest with regard to this
Note is payable in euro, the account must be a euro account in a country for which the euro is the lawful currency, provided,
further, that if such wire transfer instructions are not received, such payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as


 


 





 







9
Applies for a Registered Note that is not in global form.





10
Applies only for a Registered Global Security.



 




    5


     


    

such address shall appear in
the Note register; and provided, further, that 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 upon surrender of this Note at the office or agency referred to
in the preceding paragraph.


 


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


 


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


 


If this Note
ceases to be held by The Depository Trust Company or its successor or the nominee of The Depository Trust Company or its successor,
this Note will be exchanged for one or more Notes of authorized denominations having an aggregate principal amount equal to the
principal amount of this Note as then shown on Schedule I hereto, which new Notes shall otherwise have the same terms as this
Note, except that the provisions of such new Notes regarding the termination of the automatic extension of the maturity thereof
shall be modified to the extent appropriate for notes not required to be held in a securities depositary; provided that the respective
rights and obligations of the Issuer and the holders of such new Notes shall be the same in all material respects as the respective
rights and obligations of the Issuer and the holder of this Note. Such new Notes shall have stated principal amounts and shall
be registered in the names of the persons then having a beneficial interest in this Note or in the names of their nominees.


 


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


 




    6


     


    

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


 




    7


     


    

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

                    
	 





 


 


 






    8


     


    




[FORM OF
REVERSE OF NOTE]





SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES I


 


This
Note is one of a duly authorized issue of Senior Global Medium-Term Notes, Series I (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, a New York banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
Bank)), as Trustee (the “Trustee,” which term includes any successor trustee under the Senior Indenture) as
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.), at its corporate trust office in The City of New York as the paying agent (the “Paying Agent,” which
term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. The terms of
individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise,
all as provided in the Senior Indenture. To the extent not inconsistent herewith, the terms of the Senior Indenture are
hereby incorporated by reference herein.


 


Unless otherwise
indicated on the face hereof, this Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof
in accordance with the provisions of the following paragraph, will not be redeemable 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 Redemption Dates
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. 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 180 nor more than 210 calendar days prior to the date fixed
for redemption, 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.


 


This Note
will bear interest at the rate determined in accordance with the applicable provisions below by reference to the Base Rate specified
on the face hereof based on the Index Maturity, if any, specified on the face hereof (i) (A) plus or minus the Spread, if any,
specified on the face hereof and (B) for any period on or after the Incremental Spread Commencement Date, if any, specified on
the face hereof, plus or minus the Incremental Spread, if any, specified


 




    9


     


    

on the face hereof or (ii) multiplied
by the Spread Multiplier, if any, specified on the face hereof. Commencing with the Initial Interest Reset Date specified on the
face hereof, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the
face hereof (as used herein, the term “Interest Reset Date” shall include the Initial Interest Reset Date). For the
purpose of determining the Initial Interest Rate, references in this paragraph, the next succeeding paragraph and, if applicable,
clauses (i) and (ii) under “Determination of EURIBOR” below to Interest Reset Date shall be deemed to mean the Original
Issue Date. The determination of the rate of interest at which this Note will be reset on any Interest Reset Date shall be made
on the Interest Determination Date (as defined below) pertaining to such Interest Reset Date. The Interest Reset Dates will be
the Interest Reset Dates specified on the face hereof; provided, however, that (a) the interest rate in effect for the period
from the Interest Accrual Date to the Initial Interest Reset Date specified on the face hereof will be the Initial Interest Rate
and (b) 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. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed
to the next succeeding day that is a Business Day, except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business
Day. As used herein, “Business Day” means any day, other than a Saturday or Sunday, (a) that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or regulation to close (x) in The City of New York or
(y) if this Note is denominated in a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal
financial center of the country of the Specified Currency, or (z) if this Note is denominated in Australian dollars, in Sydney
and (b) if this Note is denominated in euro, that is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer 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”).


 


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 EURIBOR (or to LIBOR when the Index Currency is euros) shall
be the second TARGET Settlement Day prior to such Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to LIBOR, other than for LIBOR Notes for which the Index Currency
is euros, shall be the second London Banking Day prior to such Interest Reset Date, except that the Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR Note for which the Index Currency is pounds sterling will be such Interest Reset
Date. As used herein, “London Banking Day” means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market. The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week in which such Interest Reset
Date falls on which Treasury bills normally would be auctioned. Treasury Bills are normally sold at auction on


 




    10


     


    

Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held
on the preceding Friday; provided, however, that if an auction is held on the Friday of the week preceding such Interest Reset
Date, the Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on
any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following the date of such auction.
The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to two
or more base rates will be the latest Business Day that is at least two Business Days before the Interest Reset Date for the applicable
Note on which each base rate is determinable.


 


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


 


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


 


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


 


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


 


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


 




    11


     


    

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


 


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


 





 








 


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 Reuters 3000 Xtra Service (“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 Calculation Agent (after consultation with the Issuer), to provide the Calculation
Agent with its offered rate for deposits in euros, at approximately 11:00 a.m., Brussels time, on the Interest Determination Date,
to prime banks in the Euro-zone interbank market for the Index Maturity specified on the face hereof commencing on the applicable
Interest Reset Date, and in a principal amount not less than the equivalent of U.S.$1 million in euro that is representative of
a single transaction in euro, in that market at that time. If at least two quotations are provided, EURIBOR shall be the arithmetic
mean of those quotations.


 


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


 


(iii)        If
the banks so selected by the Calculation Agent are not quoting as set forth above, EURIBOR for that Interest Determination Date
shall remain EURIBOR for the


 




    12


     


    

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


 


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


 


Determination
of the Federal Funds Rate. If the Base Rate specified on the face hereof is the “Federal Funds Rate,” for any Interest
Determination Date, the Federal Funds Rate with respect to this Note shall be the rate on that date for U.S. dollar federal funds
as published in H.15(519) under the heading “Federal Funds (Effective)” as displayed on 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 either H.15(519) or the H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent
shall determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar
federal funds prior to 9:00 a.m., New York City time, on that Interest Determination Date, quoted by each of three leading brokers
of U.S. dollar federal funds transactions in The City of New York, which may include the initial dealer and its affiliates, selected
by the Calculation Agent (after consultation with the Issuer).


 


(iii)       If
the brokers selected by the Calculation Agent are not quoting as set forth 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



 




    13


     


    

 


Determination Date
                                         displayed on FFPREBON Index Page on Bloomberg L.P. (“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 Calculation Agent, after consultation with the Issuer.



 


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



 


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


 


(i)       LIBOR
means, for any Interest Determination Date, the arithmetic mean of the offered rates for deposits in the Index Currency having
the Index Maturity designated on the face hereof, commencing on the second London Banking Day immediately following that Interest
Determination Date or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date, that appear on
the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two offered rates appear
on the Designated LIBOR Page (as defined below), provided that if the specified Designated LIBOR Page by its terms provides only
for a single rate, that single rate shall be used.


 


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


 


(iii)        If
fewer than two quotations are provided, as described in the prior paragraph, LIBOR shall be determined for the applicable Interest
Reset Date as the arithmetic mean of the  




    14


     


    




rates
quoted at approximately 11:00 a.m., or some other time specified on the face hereof, in the applicable principal financial
center for the country of the Index Currency on that Interest Reset Date, by three major banks in that principal financial
center selected by the Calculation Agent (after consultation with the Issuer) for loans in the Index Currency to leading
European banks, having the Index Maturity specified on the face hereof and in a principal amount that is representative of a
single transaction in that Index Currency in that market at that time.


 


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


 


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


 


“Designated
LIBOR Page” means the display on Reuters, or any successor service, on page LIBOR01, or any other page as may replace that
page on that service, for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.


 


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


 


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


 


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


 


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


 


(iii)       If
fewer than four rates for that Interest Determination Date appear on the Reuters 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
Calculation Agent (after consultation with the Issuer).


 


(iv)       If
the banks selected by the Calculation Agent are not quoting as set forth above, the Prime Rate for that Interest Determination
Date shall remain the Prime Rate for the


 




    15


     


    

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 “INVESTMENT 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


 


(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 H.15(519) 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 of the applicable Treasury Bills as published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”; or


 


(v)       if
the rate described in (iv) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date 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 Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; or


 


(vi)       if
the dealers selected by the Calculation Agent are not quoting as described in (v), 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.


 




    16


     


    

 





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


 





 



 


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 displayed on the Designated CMT Reuters Page (as defined
below) under the caption “. . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15. . . Mondays Approximately
3:45 p.m.,” under the column for the Designated CMT Maturity Index, as defined below, for:


 


(1)       the
rate on that Interest Determination Date, if the Designated CMT 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.


 


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


 


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


 


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


 


(iii)       If
the information set forth in (ii) 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 another affiliate, selected by the Calculation Agent as described in
 




    17


     


    




the
following sentence. The Calculation Agent shall select five Reference Dealers (after consultation with the Issuer) and shall
eliminate the highest quotation or, in the event of equality, one of the highest, and the lowest quotation or, in the event
of equality, one of the lowest, for the most recently issued direct noncallable fixed rate obligations of the United States
(“Treasury Notes”) with an original maturity of approximately the Designated CMT Maturity Index, a remaining term
to maturity of no more than 1 year shorter than that Designated CMT Maturity Index and in a principal amount that is
representative for a single transaction in the securities in that market at that time. If two Treasury Notes with an original
maturity as described above have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the Treasury Note with the shorter remaining term to maturity shall be used.


 


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


 


(v)       If
three or four, and not five, of the Reference Dealers are quoting as described in (iv) above, then the CMT Rate 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.


 


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


 


“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 as reported in
H.15(519). 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.


 


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


 




    18


     


    

 higher than the maximum
rate permitted by New York law, as the same may be modified by United States Federal law of general application.


 


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



 


Unless otherwise
indicated on the face hereof, interest payments on this Note 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 Maturity Date (or any earlier redemption date), as the case may be. Accrued interest hereon for any period shall
be the sum of the products obtained by multiplying the interest factor calculated for each day in such period by the principal
amount hereof shown on Schedule I hereto for each such day; provided that for the purpose of calculating the amount of interest
payable hereon, any decrease in the principal amount hereof attributable to an exercise of the option to terminate the automatic
extension of the maturity hereof shall be effective on and as of the Election Date corresponding to the exercise of such option,
and any increase in the principal amount hereof shall be effective on and as of the Interest Payment Date immediately preceding
the date of such increase. The interest factor for each such day 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 LIBOR (except if the Index Currency is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the Index Currency is pounds
sterling; or (iii) by the actual number of days in the year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with .000005% being rounded up to .00001%) and all U.S. dollar amounts used in or resulting from such calculation
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
..005 being rounded up to .01. The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such
date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date (or,
if none, the Initial Interest Rate).


 


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


 


This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and,
unless otherwise stated above, is issuable only in denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination
is required by applicable law, it is issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple
of 1,000 units of such Specified Currency), or an amount in excess thereof which is an integral multiple of 1,000 units of such
 




    19


     


    

Specified Currency, as determined by reference to the noon dollar buying rate in The City of New York for cable transfers of such
Specified Currency published by the Federal Reserve Bank of New York (the “Market Exchange Rate”) on the Business
Day immediately preceding the date of issuance.


 


The
Trustee has been appointed registrar for the Notes (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 the aforesaid 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 the unredeemed
portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased or (iii) to register the transfer of or exchange Notes to the extent and during the
period so provided in the Senior Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for
other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All
such registrations, exchanges and transfers of Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the 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 this Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required
in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new Note of like tenor in exchange
for this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of
them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.


 


The Senior
Indenture provides that (a) if an Event of Default (as defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on any series of debt securities issued under the Senior Indenture, including the series of 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 


 




    20


     


    

 


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.


 


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


 


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


 


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 beneficial owner 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




    21


     


    

 


 Issuer will not, however, make
any payment of Additional Amounts to the holder of this Note with respect to any interest in this Note held by any beneficial
owner who is a U.S. Alien 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;



 


		·	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 



 


 




    22


     


    

 


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



 


		·	any
                                         combination of the items listed above.



 


In addition, the Issuer will
not be required to make any payment of Additional Amounts with respect to any interest in this Note presented for payment:


 


		·	where
                                         such withholding or deduction is imposed on a payment to an individual and is required
                                         to be made pursuant to any law implementing or complying with, or introduced in order
                                         to conform to, any European Union Directive on the taxation of savings; or



 


		·	by
                                         or on behalf of a beneficial owner who would have been able to avoid such withholding
                                         or deduction by presenting this Note to another Paying Agent in a member state of the
                                         European Union.



 


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 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, (i) 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 


 




    23


     


    

thereof, or change the currency
of payment thereof, 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 of any currency into any other currency, or modify or amend the provisions for
conversion or exchange of the debt security for securities of the Issuer or other entities or for other property or the cash value
of the property (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities
or otherwise in accordance with the terms thereof), or 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 of any series to institute suit for the payment thereof
or (ii) 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 on the date of such payment or, if the Market Exchange Rate is not available on such date, as of the
most recent practicable date; provided, however, that if the euro has been substituted for such Specified Currency, the Issuer
may at its option (or shall, if so required by applicable law) without the consent of the holder of this Note effect the payment
of principal of, premium, if any, or interest on any Note denominated in such Specified Currency in euro in lieu of such Specified
Currency in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty establishing the European
Community, as amended. Any payment made under such circumstances in U.S. dollars or euro where the required payment is in an unavailable
Specified Currency will not constitute an Event of Default. If such Market Exchange Rate is not then available to the Issuer or
is not published for a particular Specified Currency, the Market Exchange Rate will be based on the highest bid quotation in The
City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange dealers (the “Exchange Dealers”) for the
purchase by the quoting Exchange Dealer of the Specified Currency for U.S. dollars for settlement on the payment date, in the
aggregate amount of the Specified Currency payable to those holders or beneficial owners of Notes and at which the applicable
Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing quotations may be the Exchange Rate Agent
(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.


 


The “Exchange
Rate Agent” shall be Morgan Stanley & Co. LLC, 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.


 


 




    24


     


    







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. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or
places (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the
Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so designated. If any European
Union Directive on the taxation of savings comes into force, the Issuer will, to the extent possible as a matter of law,
maintain a Paying Agent in a Member State of the European Union that will not be obligated to withhold or deduct tax pursuant
to any such Directive or any law implementing or complying with, or introduced in order to conform to, such
Directive.


 


With respect
to moneys paid by the Issuer and held by the Trustee or any Paying Agent for the 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 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 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.


 


 




    25


     


    




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



 


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


 




    26


     


    

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.


 





 



 


 




    27


     


    




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.



 







    28


     


    

OPTION TO
ELECT TERMINATION OF AUTOMATIC EXTENSION


 


The undersigned
hereby elects to terminate the automatic extension of the maturity of the within Note (or the portion thereof specified below)
with the effect provided in the within Note by surrendering the within Note to the Trustee at The Bank of New York Mellon (as
successor to JPMorgan Chase Bank, N.A.), 101 Barclay Street, New York, New York 10286, Attention: Corporate Finance, or such other
address of which the Issuer shall from time to time notify the holders of the Notes, together with this form of “Option
to Elect Termination of Automatic Extension” duly completed by the holder of the within Note.


 


If the automatic
extension of the maturity of less than the entire principal amount of the within Note is to be terminated, specify the portion
thereof (which shall be $1,000 or an integral multiple of $1,000 in excess thereof) as to which the holder elects to terminate
the automatic extension of the maturity $______; and specify the denomination or denominations (which shall be $1,000 or an integral
multiple of $1,000 in excess thereof) of the Notes in the form attached to the within Note as Exhibit A to be issued to the holder
for the portion of the within Note as to which the automatic extension of maturity is being terminated (in the absence of any
such specification one such Note will be issued for the portion as to which the automatic extension of maturity is being terminated)
$______.


 


	Dated:	 	 	 
	 	 	NOTICE: The signature on this Option to Elect Termination of Automatic Extension must correspond
    with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change
    whatever.



 


 



    29


     


    

SCHEDULE
I


 


SCHEDULE
OF EXCHANGES


 


The initial
principal amount of this Note is $______. The following exchanges of a portion of this Note for an interest in a Short-Term Note
and the following exchanges of an interest in a Short-Term Note for an interest in this Note have been made:





 





	Date of Exchange		Principal
        Amount Exchanged For Short-Term Note	 	Reduced 

Principal 

Amount 

Outstanding 

Following Such 

Exchange	 	Principal
    

Amount of Short-

Term Note 

Exchanged For 

Interest in this 

Note	 	Increased

 Principal 

Amount 

Outstanding 

Following Such 

Exchange	 	Notation Made 

by or on Behalf 

Trustee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 










 


 




    30


     


    

EXHIBIT
A TO SENIOR VARIABLE RATE RENEWABLE NOTE


 


[FORM
OF FACE OF NOTE]





 


	REGISTERED

    No. SRVRR	REGISTERED

    CUSIP:

    U.S. $___________________


 


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


 


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.


 




    A-1


     


    

MORGAN STANLEY

SENIOR VARIABLE RATE RENEWABLE NOTE

SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES I


 


	BASE
    RATE:	ORIGINAL
    ISSUE DATE:	MATURITY
    DATE:
	REPORTING SERVICE:	INITIAL INTEREST RATE:	INTEREST PAYMENT DATE(S):
	INDEX MATURITY:	MAXIMUM INTEREST RATE:	INTEREST PAYMENT PERIOD:
	SPREAD (PLUS OR MINUS):	MINIMUM INTEREST RATE:	INTEREST ACCRUAL DATE:
	 	 	 
	INCREMENTAL SPREAD (PLUS OR MINUS):	EXCHANGE RATE AGENT: [MORGAN STANLEY
    & CO. LLC]	INTEREST RESET DATE(S):
	INCREMENTAL SPREAD COMMENCEMENT
    DATE:	REDEMPTION NOTICE PERIOD2	CALCULATION AGENT:
	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 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 _____]3,
        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.

         
	 	INDEX
        CURRENCY:

         

        IF SPECIFIED CURRENCY
        OTHER THAN U.S. DOLLARS OPTION TO ELECT PAYMENT IN U.S. DOLLARS:

         

        [ YES]4

         

	 	TAX REDEMPTION AND PAYMENT OF ADDITIONAL
    AMOUNTS: [NO]5	DESIGNATED CMT REUTERS PAGE:
	 	IF YES, STATE INITIAL OFFERING DATE:
    	DESIGNATED CMT MATURITY INDEX: [N/A]



 


 


 


 


 


 






2
Applicable if other than 30-60 calendar days. If this is a Registered Global Security, minimum notice period is [10] calendar
days [current DTC limitation].





3
Applicable if there is an amendment to the pricing supplement filed with the Securities and Exchange Commission prior to settlement
of this Note. 


4
Applies if this is a Registered Global Security, unless new arrangements are made with DTC outside of existing Letters of Representations.





5
Default provision is NO. Indicate YES only for certain notes issued on a global basis if specified in pricing supplement.







    A-2


     


    

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 specified in Schedule I hereto on the Maturity Date specified
above and to pay interest on the principal amount hereof outstanding from time to time, from the Interest Accrual Date specified
above at a rate per annum equal to the Initial Interest Rate, as defined below, until the Initial Interest Reset Date specified
above, and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse hereof until the
earlier of (a) the date on which the principal hereof is paid or duly made available for payment and (b) the Interest Payment
Date immediately preceding the date on which the principal amount hereof is reduced to zero, in each case, together with the unpaid
amount of interest, if any, payable on the principal amount hereof during the period that the Issuer’s obligation to pay
such principal amount was evidenced by a predecessor Note that provided for the automatic extension of the maturity thereof (the
“Renewable Note”), which amount shall be payable on the first date succeeding the Interest Accrual Date specified
above on which interest on this Note is paid and shall be payable to the person receiving such interest payment. The Issuer will
pay interest hereon 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 date; provided, however, 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; provided, further, that if an Interest Payment Date or the Maturity Date would
fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest Payment Date or Maturity Date shall
be the following day that is a Business Day, except that if the Base Rate specified above is LIBOR or EURIBOR and such next Business
Day falls in the next calendar month, the Interest Payment Date or Maturity Date shall be the immediately preceding day that is
a Business Day. As used herein, “Initial Interest Rate” means the rate of interest determined in accordance with the
provisions of the Renewable Note (i) on the Interest Reset Date with respect to the Renewable Note occurring on the Interest Accrual
Date specified above or (ii) if no such Interest Reset Date occurred on the Interest Accrual Date, on the Interest Reset Date
with respect to the Renewable Note occurring immediately preceding the Interest Accrual Date.


 


Interest
on this Note will accrue from and including the most recent date to which interest has been paid or duly provided for, or, if
no interest has been paid or duly provided for, from and including the Interest Accrual Date, until, but excluding the date (a)
the principal hereof has been paid or duly made available for payment and (b) the Interest Payment Date immediately preceding
the date on which the principal amount hereof is reduced to zero in accordance with the provisions set forth 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 date [one Business Day prior to such Interest Payment Date] 6 [15 calendar days


 





 






6
Applies only for a Registered Global Security.







    A-3


     


    

prior to such Interest Payment
Date (whether or not a Business Day)] 7 (each such date, a “Record Date”); provided, however, that interest
payable at maturity shall be payable to the person to whom the principal hereof shall be payable.


 


On any date
following the Interest Accrual Date and prior to the Record Date immediately preceding the Maturity Date, the holder hereof may
elect to exchange this Note or any portion hereof having a principal amount of $1,000 or any larger multiple of $1,000 in excess
thereof for an interest in the Renewable Note equal to the principal amount hereof so exchanged by delivering to the Trustee (i)
this Note with the form entitled “Option to Exchange” 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 of America 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 or terms, a statement that the option
to exchange is being exercised thereby, the principal amount hereof with respect to which such option is being exercised and a
guarantee that this Note with the form entitled “Option to Exchange” below duly completed will be received by the
Trustee no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter; provided that
such telegram, telex, facsimile transmission or letter shall not be effective unless this Note and such form duly completed are
received by the Trustee by such fifth Business Day. Such option may be exercised by the holder for less than the entire principal
amount hereof provided that the principal amount for which such option is not exercised is at least $1,000 or any larger amount
that is an integral multiple of $1,000. Notwithstanding the foregoing, the option to exchange all or a portion of this Note for
an interest in the Renewable Note may not be exercised during the period from and including a Record Date to but excluding the
immediately succeeding Interest Payment Date. If the option to exchange any portion hereof is exercised, then, on the date of
such exchange, Schedule I hereto shall be annotated to reflect the corresponding decrease in the principal amount hereof, and
Schedule I to the Renewable Note shall be annotated to reflect the corresponding increase in the principal amount thereof.


 


Payment of
the principal of, premium, if any, and interest on this Note due at maturity (or any redemption date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or in part in such Specified Currency, will be made
in immediately available funds upon surrender of this Note at the office or agency of the Trustee, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York, or at the office or agency of such other paying
agent as the Issuer may determine in U.S. dollars. U.S. dollar payments of interest, other than interest due at maturity or any
date of redemption, will be made by United States dollar check mailed to the address of the person entitled thereto as such address
shall appear in the Note register. A holder of U.S. $10,000,000 (or the equivalent in a Specified Currency) or more in aggregate
principal amount of Notes having the same Interest Payment Date, the interest on which is paid in U.S. dollars, shall be entitled
to receive payments of interest, other than interest due at maturity or any date of redemption, by wire transfer of immediately
available funds if appropriate wire transfer


 





 






7
Applies for a Registered Note that is not in global form.


 




    A-4


     


    

instructions have been received
by the Trustee in writing not less than 15 calendar days prior to the applicable Interest Payment Date.


 


If this Note
is denominated in a Specified Currency other than U.S. dollars, and the holder does not elect (in whole or in part) to receive
payment in U.S. dollars pursuant to the next succeeding paragraph, payments of principal, premium, if any, or interest with regard
to this Note will be made by wire transfer of immediately available funds to an account maintained by the holder hereof with a
bank located outside the United States if appropriate wire transfer instructions have been received by the Paying Agent (as defined
on the reverse hereof) in writing [not less than 15 calendar days prior to the applicable payment date]8 [, with respect
to payments of interest, on or prior to the fifth Business Day prior to the applicable Record Date and, with respect to payments
of principal or any premium, at least ten Business Days prior to the Maturity Date or any redemption or repayment date, as the
case may be]19; provided that, if payment of principal, premium, if any, or interest with regard to this Note is payable
in euro, the account must be a euro account in a country for which the euro is the lawful currency, provided, further, that, if
such wire transfer instructions are not received, such payments will be made by check payable in such Specified Currency mailed
to the address of the person entitled thereto as such address shall appear in the Note register; and provided, further, that payment
of the principal of, premium, if any, and interest on this Note due at maturity (or on any redemption or repayment date) will
be made upon surrender of this Note at the office or agency referred to in the preceding paragraph.


 


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


 


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



 


 






8
Applies for Registered Note that is not in global form. 


9
Applies only for a Registered Global Security.





    A-5


     


    

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


 


If this Note
ceases to be held by The Depository Trust Company or its successor or the nominee of The Depository Trust Company or its successor,
this Note will be exchanged for one or more Notes of authorized denominations having an aggregate principal amount equal to the
principal amount of this Note as then shown on Schedule I hereto, which new Notes shall otherwise have the same terms as this
Note, except that the provisions of such new Notes regarding the exchange thereof for an interest in a note providing for the
automatic extension of the maturity thereof (a “New Renewable Note”) shall be modified to the extent appropriate for
notes not required to be held in a securities depositary; provided that the respective rights and obligations of the Issuer and
the holders of such new Notes shall be the same in all material respects as the respective rights and obligations of the Issuer
and the holder of this Note. The terms of the New Renewable Note shall be the same as the terms of the Renewable Note, except
that the principal amount thereof shall equal the principal amount of the new Notes exchanged therefor and the provisions of such
New Renewable Notes regarding the automatic extension of the maturity thereof shall be modified to the extent appropriate for
notes not required to be held in a securities depositary; provided that the respective rights and obligations of the Issuer and
the holders of such New Renewable Notes shall be the same in all material respects as the respective rights and obligations of
the Issuer and the holder of the Renewable Note. Such new Notes shall have stated principal amounts and shall be registered in
the names of the persons then having a beneficial interest in this Note or in the names of their nominees.


 


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


 


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


 




    A-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	 






 








 




    A-7


     


    

[FORM OF
REVERSE OF NOTE]





SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES I


 


This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series I (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, a New
York banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Trustee
(the “Trustee,” which term includes any successor trustee under the Senior Indenture) as 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.), at its corporate trust office in The City of New York as the paying agent (the “Paying Agent,” which term includes
any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. The terms of individual Notes may
vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the
Senior Indenture. To the extent not inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference
herein.


 


Unless otherwise
indicated on the face hereof, this Note will not be subject to any sinking fund and will not be redeemable prior to maturity.


 


This Note
will bear interest at the rate determined in accordance with the applicable provisions below by reference to the Base Rate specified
on the face hereof based on the Index Maturity, if any, specified on the face hereof (i) (A) plus or minus the Spread, if any,
specified on the face hereof and (B) for any period on or after the Incremental Spread Commencement Date, if any, specified on
the face hereof, plus or minus the Incremental Spread, if any, specified on the face hereof 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. The Interest Reset Dates will be the Interest Reset Dates specified on the face hereof;
provided, however, that (a) the interest rate in effect for the period from the Interest Accrual Date to the Initial Interest
Reset Date specified on the face hereof will be the Initial Interest Rate and (b) 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


 




    A-8


     


    

effect on the tenth calendar
day preceding such maturity, redemption or repayment date. If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except that if the Base Rate
specified on the face hereof is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. As used herein, “Business Day” means any day, other than
a Saturday or Sunday, (a) that is neither a legal holiday nor a day on which banking institutions are authorized or required by
law or regulation to close (x) in The City of New York or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, euro or Australian dollars, in the principal financial center of the country of the Specified Currency, or (z) if this
Note is denominated in Australian dollars, in Sydney and (b) if this Note is denominated in euro, that is also a day on which
the Trans-European Automated Real-time Gross Settlement Express Transfer 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”).


 


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


 


Unless otherwise
specified on the face hereof, the “Calculation Date” pertaining to an Interest Determination Date 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


 




    A-9


     


    

(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 H.15(519), under the heading “Commercial Paper — Nonfinancial.”


 


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


 


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


 


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


 


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


 


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


 





 


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.


 





 




    A-10


     


    

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 Reuters 3000 Xtra Service (“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 Calculation Agent (after consultation with the Issuer), to provide the Calculation
Agent with its offered rate for deposits in euros, at approximately 11:00 a.m., Brussels time, on the Interest Determination Date,
to prime banks in the Euro-zone interbank market for the Index Maturity specified on the face hereof commencing on the applicable
Interest Reset Date, and in a principal amount not less than the equivalent of U.S.$1 million in euro that is representative of
a single transaction in euro, in that market at that time. If at least two quotations are provided, EURIBOR shall be the arithmetic
mean of those quotations.


 


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


 


(iii)       If
the banks so selected by the Calculation Agent are not quoting as set forth 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.


 


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


 


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


 





 




    A-11


     


    

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


 


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


 


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



 


		·	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 Calculation Agent, after consultation with the Issuer.



 


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



 




    A-12


     


    

Period,
the rate of interest payable will be the Initial Interest Rate.


 





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


 


(i)       LIBOR
means, for any Interest Determination Date, the arithmetic mean of the offered rates for deposits in the Index Currency having
the Index Maturity designated on the face hereof, commencing on the second London Banking Day immediately following that Interest
Determination Date or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date, that appear on
the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two offered rates appear
on the Designated LIBOR Page (as defined below), provided that if the specified Designated LIBOR Page by its terms provides only
for a single rate, that single rate shall be used.


 


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


 


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


 


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


 


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


 




    A-13


     


    

“Designated
LIBOR Page” means the display on Reuters, or any successor service, on page LIBOR01, or any other page as may replace that
page on that service, for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.


 


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


 


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


 


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


 


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


 


(iii) If
fewer than four rates for that Interest Determination Date appear on the Reuters 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
Calculation Agent (after consultation with the Issuer).


 


(iv)       If
the banks selected by the Calculation Agent 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
“INVESTMENT 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


 




    A-14


     


    

(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


 


(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 H.15(519) 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 of the applicable Treasury Bills as published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”; or


 


(v)       if
the rate described in (iv) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the rate
on the applicable Interest Determination Date 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 Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; or


 


(vi)       if
the dealers selected by the Calculation Agent are not quoting as described in (v), 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:


 





 


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 displayed on the Designated CMT Reuters Page (as defined
below) under the caption “. . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15. . . Mondays Approximately
3:45 p.m.,” under the column for the Designated CMT Maturity Index, as defined below, for:


 


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


 




    A-15


     


    

(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.


 


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


 


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


 


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


 


(iii)       If
the rate described in (ii) 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 Calculation Agent as described in the following
sentence. The Calculation Agent shall select five Reference Dealers (after consultation with the Issuer) and shall eliminate the
highest quotation or, in the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one
of the lowest, for the most recently issued direct noncallable fixed rate obligations of the United States (“Treasury Notes”)
with an original maturity of approximately the Designated CMT Maturity Index, a remaining term to maturity of no more than 1 year
shorter than that Designated CMT Maturity Index and in a principal amount that is representative for a single transaction in the
securities in that market at that time. If two Treasury Notes with an original maturity as described above have remaining terms
to maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining term
to maturity shall be used.


 


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


 




    A-16


     


    

(v)       If
three or four, and not five, of the Reference Dealers are quoting as described in (iv) 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.


 


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


 


“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 as reported in
H.15(519). 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.


 


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


 


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


 


Unless otherwise
indicated on the face hereof, interest payments on this Note 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 Maturity Date, as the case may be. Accrued interest hereon for any period shall be the sum of the products obtained
by multiplying the interest factor calculated for each day in such period by the principal amount hereof shown on Schedule I hereto
for each such day; provided that for the purpose of calculating the amount of interest payable hereon, any decrease in the principal
amount hereof attributable to an exercise of the option to exchange a portion of this Note for an interest in the Renewable Note
shall be effective on and as of the Interest Payment Date immediately preceding the date of such decrease. The interest factor
for each such day 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 LIBOR (except if the Index Currency is pounds
sterling); (ii) by 365 if the Base Rate is LIBOR and the Index Currency is pounds sterling; or (iii) by the actual number of days
in the year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages resulting from


 




    A-17


     


    

any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with .000005%
being rounded up to .00001%) and all U.S. dollar amounts used in or resulting from such calculation 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 .005 being rounded up to .01.
The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. The interest rate applicable
to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).


 


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


 


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


 


The Trustee
has been appointed registrar for the Notes (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 the aforesaid 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 the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of
or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note in whole
or in part, except the portion of such Note not required to be repurchased or (iii) to register the transfer of or exchange Notes
to the extent and during the period so provided in the Senior Indenture with respect to the redemption of Notes. Notes are exchangeable
at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and
provisions. All such registrations, exchanges and transfers of Notes will be free of charge, but the Issuer may require payment
of a


 




    A-18


     


    

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


 


The Senior
Indenture provides that (a) if an Event of Default (as defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on any series of debt securities issued under the Senior Indenture, including the series of 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.


 


If the face
hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be
redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a notice of redemption as
described below, at a redemption price equal to 100% of the principal amount hereof, together with accrued interest to the date
fixed for redemption, if the Issuer determines that, as a result of any change in or amendment to the laws, 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 (including a holding,
judgment or as ordered by a court of competent jurisdiction), 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


 




    A-19


     


    

obligated to pay Additional Amounts,
as defined below, with respect to this Note as described below. Prior to the giving of any notice of redemption pursuant to this
paragraph, the Issuer shall deliver to the Trustee (i) a certificate stating that the Issuer is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred,
and (ii) an opinion of independent legal counsel satisfactory to the Trustee to such effect based on such statement of facts;
provided that no such notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in respect of this Note were then due.


 


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


 


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 beneficial owner 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 to the holder of this Note with respect to any interest in this Note held by any beneficial
owner who is a U.S. Alien 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;



 




    A-20


     


    

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



 


		·	any
                                         combination of the items listed above.



 


In addition, the Issuer will
not be required to make any payment of Additional Amounts with respect to any interest in this Note presented for payment:


 




    A-21


     


    

		·	where
                                         such withholding or deduction is imposed on a payment to an individual and is required
                                         to be made pursuant to any law implementing or complying with, or introduced in order
                                         to conform to, any European Union Directive on the taxation of savings; or



 


		·	by
                                         or on behalf of a beneficial owner who would have been able to avoid such withholding
                                         or deduction by presenting this Note to another Paying Agent in a member state of the
                                         European Union.



 


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 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, (i) 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 reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy,
or modify or amend the provisions for conversion of any currency into any other currency, or modify or amend the provisions for
conversion or exchange of the debt security for securities of the Issuer or other entities or for other property or the cash value
of the property (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities
or otherwise in accordance with the terms thereof), or 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 of any series to institute suit for the payment thereof
or (ii) 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 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


 




    A-22


     


    

principal of, premium, if any,
or interest on any Note denominated in such Specified Currency in euro in lieu of such Specified Currency in conformity with legally
applicable measures taken pursuant to, or by virtue of, the Treaty establishing the European Community, as amended. Any payment
made under such circumstances in U.S. dollars or euro where the required payment is in an unavailable Specified Currency will
not constitute an Event of Default. If such Market Exchange Rate is not then available to the Issuer or is not published for a
particular Specified Currency, the Market Exchange Rate will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the date of such
payment from three recognized foreign exchange dealers (the “Exchange Dealers”) for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which the applicable Exchange Dealer commits to execute
a contract. One of the Exchange Dealers providing quotations may be the Exchange Rate Agent (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.


 


The “Exchange
Rate Agent” shall be Morgan Stanley & Co. LLC, 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. The Issuer may designate
other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised of
the names and locations of such agencies, if any are so designated. If any European Union Directive on the taxation of savings
comes into force, the Issuer will, to the extent possible as a matter of law, maintain a Paying Agent in a Member State of the
European Union that will not be obligated to withhold or deduct tax pursuant to any such Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive.


 


With respect
to moneys paid by the Issuer and held by the Trustee or any Paying Agent for the 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 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 with
respect to such moneys shall thereupon cease, without, however, limiting in any way any


 




    A-23


     


    

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


 


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


 




    A-24


     


    

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.


 





 



  




    A-25


     


    

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.



 






    A-26


     


    





 


 REQUEST
TO EXCHANGE


 


The undersigned
hereby requests to exchange the within Note (or the portion thereof specified below) with the effect provided in the within Note
by surrendering the within Note to the Paying Agent at The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.),
101 Barclay Street, New York, New York 10286, Attention: Corporate Finance, or such other address of which the Issuer shall from
time to time notify the holders of the Notes, together with this form of “Request to Exchange” duly completed by the
holder of the within Note.


 


If less than
the entire principal amount of the within Note is requested to be exchanged, specify the portion thereof (which shall be $1,000
or an integral multiple of $1,000 in excess thereof) to be exchanged $_______.





 


	Dated:	 	 	 
	 	 	NOTICE: The signature on this Request to Exchange must correspond
    with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change
    whatever.




    A-27


     


    

SCHEDULE
I


 


SCHEDULE
OF EXCHANGES


 


The initial
principal amount of this Note is __________. The following exchanges of a portion of this Note for an interest in the Renewable
Note have been made:


 


 


 


 


 


 


 


 


 


	Date of Exchange		Principal
        Amount Exchanged For Renewable Note	 	Reduced
    Principal Amount Outstanding Following Such Exchange	 	Notation Made 

by or on Behalf 

Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 


 


 


 


 






    A-28