EXHIBIT 4.9


 


 





[FORM
OF FACE OF NOTE]



EURO SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE


 


	REGISTERED 

    No. EFLRR	REGISTERED

    ISIN:  [·]

    Common Code:  [·]
	 	 
	 	[Principal Amount], 

    as modified by Schedule I


 


 


 


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


 


 


 


 


 


 


_______________


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


 




    	 



    	 



    

MORGAN
STANLEY

[EURO SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE]

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



EXtendible Liquidity SecuritiesSM (EXLsSM)


 


	Base Rate:	 	Original Issue Date:	 	Initial Maturity Date:
	Index Maturity:	 	Interest Accrual Date:	 	Final Maturity Date:
	Reporting Service:	 	Initial Interest Rate:	 	Maturity Extension Date:
	Interest Payment Period:	 	Initial Interest Reset Date:	 	Interest Payment Date(s):
	Extended Maturity Date:	 	Election Periods:	 	Interest Reset Period:
	Spread (Plus Or Minus):	 	Maximum Interest Rate:	 	Interest Reset Date(s):
	Spread Multiplier:	 	Minimum Interest Rate:	 	Principal Paying Agent and Calculation Agent:
	Index Currency:	 	Initial Redemption Date:	 	 
	Exchange Rate Agent:

    [Morgan Stanley & Co. International plc]	 	Initial Redemption Percentage:	 	Denominations:
	Incremental Spread Commencement Date:	 	Annual Redemption Percentage Reduction:  	 	Specified Currency:
	Incremental Spread (Plus or Minus):	 	Optional Repayment  Date(s):  	 	If Specified Currency Other Than U.S. Dollars, Option

               To Select Payment In U.S. Dollars:

	Redemption Dates:	 	Redemption Notice Period:2   	 	Designated Cmt Reuters Page:
	Redemption Percentage:	 	Initial Offering Date:  	 	Designated Cmt Maturity Index:
	Issued Under the New Safekeeping Structure (“NSS”):  [YES/NO]3	 	If This Is Issued Under the NSS, Intended To Be

               Held in a Manner that Would Allow
Eligibility as

               Collateral for Eurosystem Intra-Day Credit

               and Monetary Policy Operations:  [YES]3
	 	Tax Redemption and Payment of Additional Amounts: [NO]4



 


 


_______________





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





3
To be Eurosystem eligible, notes issued under the NSS also must be issued by an entity
resident in a European Economic Area or G-10 country, or by a supranational entity, must be denominated in a European Central
Bank-eligible currency and must meet certain other criteria established by the European Central Bank.





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


 








    2


     

    

 


 


 


	 	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 _____]5, 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. 







 


 


_______________


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


 



    3


     

    

	Irrevocable Notice:	[Upon delivery of a notice electing to extend the maturity of this Note
    or any portion thereof to The Bank of New York Mellon, London Branch, such election shall be irrevocable. The holder of a
    Short-Term Note (as defined below) received as a consequence of the failure to make such election may not elect to exchange
    such Short-Term Note for an interest in this Note.]
	 	 
	Maturity Extension Period:	[18 calendar months, or if the last day of such period is not a Business Day, the Maturity
    Extension Period shall end on the first Business Day immediately preceding such day.]
	 	 
	Maturity Extension:	[This Note shall mature on the Initial Maturity Date, unless the maturity of all or any
    portion of the principal amount hereof is extended in accordance with the procedures described herein under “Option
    to Extend Maturity.”]
	 	 
	Option To Extend Maturity:	[During any
        Election Period, if the option to extend the maturity of this Note is exercised, the maturity of this Note, or of any
        portion of this Note having a principal amount of Euro               or
        any integral multiple of Euro in excess thereof for which such option has been exercised, shall be extended to the Maturity
        Extension Date occurring in the month eighteen months after the earliest to occur of the next               ,
                      ,               
        or                immediately succeeding such Election
        Period. In order to exercise the option to extend the maturity of all, or any portion, of the principal amount of this
        Note, the holder of this Note must deliver to The Bank of New York Mellon, London Branch during the relevant Election
        Period (and on or prior to 5:00 p.m. (London time) on the last Business Day in such Election Period) (i) the form entitled
        “Option to Extend Maturity” included below duly completed and, in the event of an election to extend the maturity
        of only a portion of the principal amount of this Note, this Note 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 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 extension of maturity is being exercised thereby, the principal amount hereof with respect to which such option
        is being exercised and a guarantee that the form entitled “Option to Extend Maturity” included below duly
        completed and, in the event of an election to extend the maturity of only a portion of the principal amount of this Note,
        this Note will be received by The Bank of New York Mellon, London Branch 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 (if required to be surrendered as aforesaid) and such form duly completed
        are received by The Bank of New York Mellon, London Branch by such fifth Business

         

        





    4


     

    

	 	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 Euro               
        or any larger amount that is an integral multiple of Euro              .]

         

        [If the option
        to extend the maturity of any portion hereof is not duly exercised within any Election Period, a new Note or Notes in
        the form attached hereto as Exhibit A (each, a “Short-Term Note”) for all or that portion of the principal
        amount hereof as to which such option to extend has not been made and having as its or their “Maturity Date”
        (as such term is used in each such Short-Term Note) the Extended Maturity Date or, if the option to extend the maturity
        of this Note has not previously been duly exercised as to such portion of the principal amount hereof, the Initial Maturity
        Date shall be issued on the Interest Payment Date immediately succeeding such Election Period in the name of the holder
        hereof, subject to delivery of this Note to The Bank of New York Mellon, London Branch, and Schedule I hereto shall be
        annotated as of the Interest Payment Date immediately succeeding such Election Period to reflect the corresponding decrease
        in the principal amount hereof. The failure to elect to extend the maturity of all or any portion of this Note will be
        irrevocable and will be binding upon any subsequent holder of this Note.]

         

        [The Issuer
        and the Trustee shall deem this Note cancelled as to any portion of the principal amount hereof for which a duly completed
        form entitled “Option to Extend Maturity” and, if applicable, this Note are not delivered to The Bank of New
        York Mellon, London Branch within the applicable Election Period in accordance with the terms of this Note.]

         

        [The maturity
        of this Note will not be extended beyond the Final Maturity Date stated above.]

         





    5


     

    

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
amount specified in Schedule I hereto on the Initial Maturity Date specified above (except to the extent previously redeemed or
repaid) 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 herein to an Extended Maturity Date, as defined above, on such Extended Maturity Date (except to the
extent such portion is redeemed or repaid prior to such Extended Maturity Date) 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 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 but excluding the date on which (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 or repayment date; provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such
second Interest Payment Date; provided, further, that if an Interest Payment Date or the Maturity Date or a redemption
or repayment date would fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest Payment Date,
Maturity Date, redemption date or repayment 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, redemption date or repayment date shall be the immediately preceding day that is a Business Day. The register maintained
by the Registrar (as defined below) shall be conclusive as to the aggregate principal amount of this Note. [This is to certify
that the person whose name is entered in the register is the holder of the aggregate nominal amount of [____________].]6


 


Interest
on this Note will accrue from and including the most recent 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 (i)
the principal hereof has been paid or duly made available for payment or (ii) 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 Clearing System Business Day before such Interest Payment Date (the “Record
Date”), where “Clearing System Business Day” means a day on which each clearing system for which this Global
Registered Security is being held is open for business]7 [on the date 15 calendar
days prior to such Interest Payment Date (whether or not a Business Day) (each such date, a “Record Date”)]8;
provided, however, that interest payable at maturity (or on any redemption or repayment date) shall be payable to
the person to whom the principal hereof shall be payable.


 


Payment
of the principal of, premium, if any, and interest on this Note due at maturity (or on any redemption or repayment date), 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 Principal Paying
Agent, as defined on the reverse hereof, or at the office or agency of such other paying agent as the Issuer may determine (each,
a “Paying Agent,” which term shall include the Principal Paying Agent). U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, 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


 


 


 


_______________





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





7
Applies only if this Note is a global registered note





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


 




 




    6


     

    

interest on
which is payable in U.S. dollars, shall be entitled to receive payments of interest, other than interest due at maturity or on
any date of redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions
have been received by the Principal Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment
Date.


 


If this
Note is denominated in a Specified Currency other than U.S. dollars, 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 Principal Paying Agent
in writing, with respect to payments of interest, on or prior to [the fifth Business Day prior to the applicable Record Date ]9
[the fifth Business Day after the applicable Record Date]10 and,
with respect to payments of principal or any premium, at least ten Business Days prior to the Maturity Date or any redemption
or repayment date, as the case may be; provided that if payment of 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]11 [the fifth Business Day
after such Record Date]12 or at least ten Business Days prior to the Maturity
Date or any redemption or repayment date, as the case may be. Such election shall remain in effect unless such request is revoked
by written notice to the Paying Agent as to all or a portion of payments on this Note at least five Business Days prior to such
Record Date, for payments of interest, or at least ten calendar days prior to the Maturity Date or any redemption or repayment
date, for payments of principal, as the case may be.


 


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


 


 


_______________





9
Applies only if this Note is a global registered note





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





11
Applies only if this Note is a global registered note





12
Applies only if this Note is not a global registered note


 




 




    7


     

    

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.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, and,
if this Note is intended to be issued under the NSS, unless this Note has been effectuated by a common safekeeper appointed by
Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme, this Note shall not be entitled to any
benefit under the Senior Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


 


[This Global
Note shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Registrar
and, if this Global Note is held under the NSS, effectuated by the entity appointed as common Safekeeper by Euroclear or Clearstream
Luxembourg.]13


 


 


 


_______________


13
Applies only if this Note is issued under the NSS.


  




    8


     

    

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


 


DATED:


	 	 	MORGAN STANLEY	 
	 	 	 	 
	 	 	 	 
			 	By:	    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




 



 


TRUSTEE’S CERTIFICATE

OF AUTHENTICATION


 


This is one of the Notes referred

to in the within-mentioned

Senior Indenture.


 


	THE BANK OF NEW YORK MELLON, 

    as Trustee	 
	By:	 	 
	Authorized Signatory	 


 


EFFECTUATION BY COMMON


 


SAFEKEEPER14


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 


	By:	 	 
	 	[Authorized Signatory]	 



 


 


_______________


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


 



    9


     

    

[FORM
OF REVERSE OF NOTE]


 


EURO
SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE, SERIES [J/K]


 


This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series [J/K], having maturities more than nine months from
the date of issue (the “Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated as of November
1, 2004, between the Issuer and The Bank of New York Mellon (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly known
as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes any successor trustee under the Senior Indenture),
as supplemented by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture
dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of September 10, 2008, a Fourth Supplemental Senior
Indenture dated as of December 1, 2008, a Fifth Supplemental Senior Indenture dated as of April 1, 2009, a Sixth Supplemental
Senior Indenture dated as of September 16, 2011, a Seventh Supplemental Senior Indenture dated as of November 21, 2011, an Eighth
Supplemental Senior Indenture dated as of May 4, 2012, a Ninth Supplemental Senior Indenture dated as of March 10, 2014 and a
Tenth Supplemental Senior Indenture dated as of January 11, 2017 (as the same may be further amended or supplemented from time to time,
the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and holders
of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed The
Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal corporate trust office in the
Borough of Manhattan, The City of New York, as a paying agent for the Notes in the United States and The Bank of New York Mellon,
London Office (as successor to JPMorgan Chase Bank, N.A., London Branch), at its corporate trust office in London as the principal
paying agent for the Notes outside the United States (the “Principal Paying Agent,” which term includes any additional
or successor Principal Paying Agent appointed by the Issuer). The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Senior Indenture. To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference herein.


 


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


 


If so indicated
on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial Redemption
Date specified on the face hereof on the terms set forth on the face hereof, together with interest accrued and unpaid hereon
to the date of redemption (except as indicated below). If this Note is subject to “Annual Redemption Percentage Reduction,”
the Initial Redemption Percentage indicated on the face hereof will be reduced on each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon to the date of redemption (except as provided below).
Notice of redemption shall be mailed to the registered holders of the Notes designated for redemption at their addresses as the
same shall appear on the Note register not less than 30 nor more than 60 calendar days prior to the date fixed for redemption
or within the Redemption Notice Period specified on the face hereof, subject to all the conditions and provisions of the Senior
Indenture. In the event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the cancellation hereof.


 


If so indicated
on the face of this Note, this Note will be subject to repayment at the option of the holder on the Optional Repayment Date or
Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable
in whole or in part in the authorized denominations specified on the face hereof (provided that any remaining principal
amount hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest accrued and unpaid hereon to the date of repayment
(except as provided below). For this Note to be repaid at the option of the holder hereof, the Principal Paying Agent must receive
at its office in London, at least 15 but not more than 30 calendar days prior to the date of repayment, (i) this Note with the
form entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or
a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial
bank or a trust company in the United States, Western Europe or Japan setting forth the name of the


 




    10


     

    

holder of this
Note, the principal amount hereof, the certificate number of this Note or a description of this Note’s tenor and terms,
the principal amount hereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee
that this Note, together with the form entitled “Option to Elect Repayment” duly completed, will be received by the
Principal Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Principal Paying Agent by such fifth Business Day. Unless otherwise indicated on the face
of this Note, exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.


 


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). 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 in London or (y)
if this Note is denominated in a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal financial
center of the country of the Specified Currency, or (z) if this Note is denominated in Australian dollars, in Sydney and (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


 




    11


     

    

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.


 


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


 


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


 


	Money Market Yield =  	D
    x 360	x 100
	360 – (D x M)


 


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


 


Determination
of EURIBOR. If the Base Rate specified on the face hereof is “EURIBOR,” for any Interest Determination Date, EURIBOR
with respect to this Note shall be the rate for deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI — The Financial Market Association, or any company established by the joint sponsors for purposes
of compiling and publishing those rates, for the Index Maturity specified on the face hereof as that rate appears on the display
on Reuters 3000 Xtra Service (“Reuters”),


 




    12


     

    

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:


 


(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
that 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 mentioned above, the Federal Funds Rate relating to 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


 




    13


     

    

to
this Note shall be the Federal Funds Rate on that date set forth opposite the caption “Open” as displayed on Reuters,
or any successor service, on page 5 or any other page as may replace the applicable page on that service (“Reuters Page
5”).


 


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


 


		·	If
                                         the above rate is not published by 3:00 p.m., New York City time, on the Calculation
                                         Date, the Federal Funds (Open) Rate will be the rate on that Interest Determination Date
                                         displayed on FFPREBON Index Page on Bloomberg L.P. (“Bloomberg”), which is
                                         the Fed Funds Opening Rate as reported by Prebon Yamane, or any successor service, on
                                         Bloomberg.



 


		·	If
                                         the above rate is not displayed on the FFPREBON Index Page on Bloomberg, or other recognized
                                         electronic source used for the purpose of displaying the applicable rate, by 3:00 p.m.,
                                         New York City time, on the Calculation Date, the Calculation Agent will determine the
                                         Federal Funds (Open) Rate to be the arithmetic mean of the rates for the last transaction
                                         in overnight U.S. dollar federal funds prior to 9:00 a.m., New York City time, on that
                                         Interest Determination Date, quoted by each of three leading brokers of U.S. dollar federal
                                         funds transactions in The City of New York, which may include the agent and its affiliates,
                                         selected by the 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 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.


 




    14


     

    

(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 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


 




    15


     

    

(iii)       in
the event that 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:


 


	Bond Equivalent Yield	=	D
    x N	x	100
	360 - (D x M)


 


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


 


Determination
of CMT Rate. If the Base Rate specified on the face hereof is the “CMT Rate,” for any Interest Determination Date,
the CMT Rate with respect to this Note shall be any of the following rates 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
that 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).


 




    16


     

    

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


 


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


 


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


 


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


 


“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 (or any earlier redemption


 




    17


     

    

or repayment
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 the failure to duly extend the maturity of this Note or any portion of this Note during any Election
Period shall be effective on and as of the first Interest Payment Date immediately succeeding such Election Period.


 


Unless otherwise
specified on the face hereof, 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% 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. 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
is issuable only in the minimum denominations set forth on the face hereof or any amount in excess thereof which is an authorized
denomination set forth on the face hereof.


 


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


 




    18


     

    

associated
with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner
of the Note mutilated, defaced, destroyed, lost or stolen.


 


If the face
hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be
redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a notice of redemption as
described below, at a redemption price equal to 100% of the principal amount hereof, together with accrued interest to the date
fixed 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 such
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;



 


		·	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;



 




    19


     

    

		·	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 of the Issuer entitled to vote 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 provides that (a) if an Event of Default (as defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on any series of debt securities issued under the Senior Indenture, including the series of Senior
Global Medium-Term Notes of which this Note forms a part, shall have occurred and be continuing, either the Trustee or the holders
of not less than 25% in aggregate principal


 




    20


     

    

amount of the
outstanding debt securities of each affected series, voting as one class, by notice in writing to the Issuer and to the Trustee,
if given by the securityholders, may then declare the principal of all debt securities of all such series and interest accrued
thereon to be due and payable immediately and (b) if an Event of Default due to certain events of bankruptcy, insolvency or reorganization
of the Issuer shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal
amount of all outstanding debt securities issued under the Senior Indenture, voting as one class, by notice in writing to the
Issuer and to the Trustee, if given by the securityholders, may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults
may be waived (except a continuing default in payment of principal, premium, if any, or interest on such debt securities) by the
holders of a majority in aggregate principal amount of the debt securities of all affected series then outstanding.


 


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


 


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


 


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


 




    21


     

    

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 these Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


As used
herein:


 


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


 


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


 




    22


     

    

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


 


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


 




    23


     

    

Abbreviations


 


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


 


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


 


UNIF
GIFT MIN ACT – _________________ Custodian ________________

 (Minor)                                           (Cust)


 


Under
Uniform Gifts to Minors Act ________________________

(State)


 


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


 


 





    24


     

    

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


 


______________________________________________





[PLEASE INSERT SOCIAL SECURITY
OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE]


 





	 
	 

                                                

	 

                                                













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


 


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


 


Dated: _________________________


 


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



 




    25


     

    

OPTION
TO EXTEND MATURITY


 


The undersigned
hereby elects to extend the maturity of the Morgan Stanley Global Medium-Term Notes, Series [J/K], Euro Senior Registered Floating
Rate Renewable Notes, EXtendible Liquidity Securities, No. EFLRR__ (ISIN [                                         ];
Common Code [                                        ])
(or the portion thereof specified below) with the effect provided in said Note by surrendering said Note to The Bank of New York
Mellon, London Branch, One Canada Square, London E14 5AL, England, or such other address of which the Issuer shall from time to
time notify the holders of the Notes in the event of an election to extend the maturity of only a portion of the principal amount
of said Note, together with this form of “Option to Extend Maturity” duly completed by the holder of said Note.


 


If the option
to extend the maturity of less than the entire principal amount of said Note is elected, specify the portion of said Note (which
shall be [                                         ]
or an integral multiple of [                                   ]
in excess thereof) as to which the holder elects to extend the maturity [                                    ]
________; and specify the denomination or denominations (which shall be [                                    ]
or an integral multiple of [                                   ]
in excess thereof) of the Notes in the form attached to said Note as Exhibit A to be issued to the holder for the portion of said
Note as to which the option to extend the maturity is not being elected (in the absence of any such specification one such Note
in the form of said Exhibit A will be issued for the portion as to which the option to extend maturity is not being made) Euro
________.


 


 


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






 





 




    26


     

    

Option
to Elect Repayment


 


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


 


	 
	 

                                                

	 

                                                







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


 


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


 





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


 













    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 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 
	 	Notation
Made by or on

Behalf of Trustee 

	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 


	 

	 	 

	 	 

	 	 






    	Schedule
                                         I-1



    	 



    

EXHIBIT
A TO EURO SENIOR REGISTERED FLOATING RATE

RENEWABLE NOTE

(Short-Term Note)


 


[FORM
OF FACE OF NOTE]


 





	REGISTERED	REGISTERED
	No. EFLRR	ISIN: [            ]
	 	

                                   

                                  Common Code: [    ]

                                   

	 	Euro _________



 





 


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.15


 


 


 


 


 


_______________


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


 




    A-1


     

    

MORGAN STANLEY

[EURO SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE]

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


 


	BASE RATE	ORIGINAL ISSUE DATE	MATURITY DATE
	REPORTING SERVICE	INTEREST ACCRUAL DATE

    [Insert date of issuance of Short-term Note.]	INTEREST PAYMENT DATES
	INDEX MATURITY	INITIAL INTEREST RESET DATE	INTEREST RESET PERIOD
	SPREAD (PLUS OR MINUS)	INTEREST PAYMENT PERIOD	INTEREST RESET DATE(S)
	INITIAL OFFERING DATE	INITIAL INTEREST RATE	PRINCIPAL PAYING AGENT AND CALCULATION AGENT
	SPECIFIED CURRENCY	MAXIMUM INTEREST RATE	DENOMINATIONS
	INCREMENTAL SPREAD (PLUS OR MINUS)	MINIMUM INTEREST RATE	IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS. OPTION TO ELECT PAYMENT
    IN U.S. DOLLARS
	INCREMENTAL SPREAD COMMENCEMENT DATE	EXCHANGE RATE AGENT

    [Morgan Stanley & Co. International plc]	OPTIONAL REPAYMENT DATE(S)
	 	 	 
	INITIAL REDEMPTION DATE	DESIGNATED CMT MATURITY INDEX	DESIGNATED CMT REUTERS PAGE
	INITIAL REDEMPTION PERCENTAGE	ANNUAL REDEMPTION PERCENTAGE REDUCTION	REDEMPTION NOTICE PERIOD
	REDEMPTION DATES	REDEMPTION PERCENTAGE	TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS:
    [NO]16
	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

        
	ISSUED UNDER THE NEW SAFEKEEPING STRUCTURE
    (“NSS”): [YES/NO]18	IF THIS IS ISSUED UNDER THE NSS, INTENDED TO BE HELD IN A MANNER
    THAT WOULD ALLOW ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND MONETARY POLICY OPERATIONS: [YES]16


 


 


 


_______________


16
Default provision is NO. Indicate YES only if specified in pricing supplement.












    A-2


     

    

	dated _____]17,
    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.	 	 


 


_______________







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




17
Applicable if there is an amendment to the pricing supplement filed with the Securities
and Exchange Commission prior to settlement of this Note.





    A-3


     

    

Morgan Stanley,
a Delaware corporation (together with its successors and assigns, the “Issuer”), for value received, hereby promises
to pay to                 , or registered assignees,
the principal sum of                 , on the
Maturity Date specified above (except to the extent previously redeemed or repaid) and to pay interest 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 but excluding the date on which the principal hereof is
paid or duly made available for payment, 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 (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 or repayment date; provided, however,
that if the Interest Accrual Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered holder
of this Note on the Record Date with respect to such second Interest Payment Date; provided, further, that if an
Interest Payment Date or the Maturity Date or a redemption or repayment date would fall on a day that is not a Business Day, as
defined on the reverse hereof, such Interest Payment Date, Maturity Date, redemption date or repayment 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, redemption date or repayment 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. The register
maintained by the Registrar (as defined below) shall be conclusive as to the aggregate principal amount of this Note. [This is
to certify that the person whose name is entered in the register is the holder of the aggregate nominal amount of [____________].]19


 


Interest
on this Note will accrue from and including the most recent date to which interest has been paid or duly provided for, or, if
no interest has been paid or duly provided for, from and including the Interest Accrual Date, until but excluding the date the
principal hereof has been paid or duly made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business [on the Clearing System Business Day before such
Interest Payment Date (the “Record Date”), where “Clearing System Business Day” means a day on which each
clearing system for which this Global Registered Security is being held is open for business]20 [on
the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day) (each such date a “Record
Date”)]21; provided, however, that interest payable at
maturity (or on any redemption or repayment date) shall be payable to the person to whom the principal hereof shall be payable.


 


Payment
of the principal of, premium, if any, and interest on this Note due at maturity (or on any redemption or repayment date), 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 Principal Paying
Agent, as defined on the reverse hereof, or at the office or agency of such other paying agent as the Issuer may determine (each,
a “Paying Agent,” which term shall include the Principal Paying Agent). U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, 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


 


 


_______________


19
Applies only if this Note is issued under the NSS.





20
Applies only if this Note is a global registered note





21
Applies only if this Note is not a global registered note


 









    A-4


     

    

interest on
which is payable in U.S. dollars, shall be entitled to receive payments of interest, other than interest due at maturity or on
any date of redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions
have been received by the Principal Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment
Date.


 


If this
Note is denominated in a Specified Currency other than U.S. dollars, 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 Principal Paying Agent
in writing, with respect to payments of interest, on or prior to [the fifth Business Day prior to the applicable Record Date]22
[the fifth Business Day after the applicable Record Date]23 and,
with respect to payments of principal or any premium, at least ten Business Days prior to the Maturity Date or any redemption
or repayment date, as the case may be; provided that if payment of 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 after such Record Date or at least ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be. Such election shall remain in effect unless such request is revoked by written notice to the Paying
Agent as to all or a portion of payments on this Note at least five Business Days prior to such Record Date, for payments of interest,
or at least ten calendar days prior to the Maturity Date or any redemption or repayment date, for payments of principal, as the
case may be.


 


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


 


 


_______________


22
Applies only if this Note is a global registered note





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


 







 




    A-5


     

    

Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, and,
if this Note is intended to be issued under the NSS, unless this Note has been effectuated by a common safekeeper appointed by
Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme, this Note shall not be entitled to any
benefit under the Senior Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


 


[This Global
Note shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Registrar
and, if this Global Note is held under the NSS, effectuated by the entity appointed as common Safekeeper by Euroclear or Clearstream
Luxembourg.]24


 


 


_______________


24
Applies only if this Note is issued under the NSS.


 









    A-6


     

    

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


 


	 	 	MORGAN STANLEY
	Dated:	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 


 


TRUSTEE’S
CERTIFICATE

OF AUTHENTICATION


 


This
is one of the Notes referred

to in the within-mentioned

Senior Indenture.


 


	THE BANK OF NEW YORK MELLON,

    as Trustee	 
	By:	 	 
	 	Authorized Signatory	 


 


EFFECTUATION BY COMMON


 


SAFEKEEPER25


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 


	By:	 	 
	 	[Authorized Signatory]	 



 


 


 


 


_______________


25An
effectuation block is only applicable if this Euro Senior Registered Floating Rate Renewable Note is intended to be issued under
the NSS.


 



    A-7


     

    

[FORM
OF REVERSE OF NOTE]


 


This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series [J/K], having maturities more than nine months from
the date of issue (the “Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated as of November
1, 2004, between the Issuer and The Bank of New York Mellon (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly known
as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes any successor trustee under the Senior Indenture)
(as supplemented by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture
dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of September 10, 2008, a Fourth Supplemental Senior
Indenture dated as of December 1, 2008, a Fifth Supplemental Senior Indenture dated as of April 1, 2009, a Sixth Supplemental
Senior Indenture dated as of September 16, 2011, a Seventh Supplemental Senior Indenture dated as of November 21, 2011, an Eighth
Supplemental Senior Indenture dated as of May 4, 2012, a Ninth Supplemental Senior Indenture dated as of March 10, 2014 and a
Tenth Supplemental Senior Indenture dated as of January 11, 2017  (as the same may be further amended or supplemented from time to time,
the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and holders
of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed The
Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal corporate trust office in the
Borough of Manhattan, The City of New York, as a paying agent for the Notes in the United States and The Bank of New York Mellon,
London Branch, at its corporate trust office in London as the principal paying agent for the Notes outside the United States (the
“Principal Paying Agent,” which term includes any additional or successor Principal Paying Agent appointed by the
Issuer). The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture. To the extent not inconsistent herewith, the terms of the Senior
Indenture are hereby incorporated by reference herein.


 


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


 


If so indicated
on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial Redemption
Date specified on the face hereof on the terms set forth on the face hereof, together with interest accrued and unpaid hereon
to the date of redemption (except as indicated below). If this Note is subject to “Annual Redemption Percentage Reduction,”
the Initial Redemption Percentage indicated on the face hereof will be reduced on each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price of this Note is principal
amount hereof, together with interest accrued and unpaid hereon to the date of redemption (except as provided below). Notice of
redemption shall be mailed to the registered holders of the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 calendar days prior to the date fixed for redemption or within the
Redemption Notice Period specified on the face hereof, subject to all the conditions and provisions of the Senior Indenture. In
the event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.


 


If so indicated
on the face of this Note, this Note will be subject to repayment at the option of the holder on the Optional Repayment Date or
Dates specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable
in whole or in part in the authorized denominations specified on the face hereof (provided that any remaining principal amount
hereof shall not be less than the minimum authorized denomination hereof) at the option of the holder hereof at a price equal
to 100% of the principal amount to be repaid, together with interest accrued and unpaid hereon to the date of repayment (except
as provided below). For this Note to be repaid at the option of the holder hereof, the Principal Paying Agent must receive at
its office in London, at least 15 but not more than 30 calendar days prior to the date of repayment, (i) this Note with the form
entitled “Option to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a
trust company in the United States, Western Europe or Japan setting forth the name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description of this Note’s tenor and terms, the principal amount hereof
to be repaid, a statement that the option to elect repayment is being


 




    A-8


     

    

exercised thereby
and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly completed, will be
received by the Principal Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if
this Note and form duly completed are received by the Principal Paying Agent by such fifth Business Day. Unless otherwise indicated
on the face of this Note, exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment
of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.


 


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 (i) 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 (ii) 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. 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 in London or (y) if this Note is
denominated in a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal financial center of
the country of the Specified Currency, or (z) if this Note is denominated in Australian dollars, in Sydney and (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


 




    A-9


     

    

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 (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 mentioned above, the Commercial Paper Rate for that Interest
Determination Date shall remain the Commercial Paper Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.


 


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


 


	Money Market Yield	=	D
    x 360	=	x	100
	360 - (D x M)


 


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


 


Determination
of EURIBOR. If the Base Rate specified on the face hereof is “EURIBOR,” for any Interest Determination Date, EURIBOR
with respect to this Note shall be the rate for deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI — The Financial Market Association, or any company established by the joint sponsors for purposes
of compiling and publishing those rates, for the Index Maturity specified on the face hereof as that rate appears on the display
on 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:


 




    A-10


     

    

(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:


 


(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
that 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 mentioned above, the Federal Funds Rate relating to 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”).


 




    A-11


     

    

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


 


		·	If
                                         the above rate is not published by 3:00 p.m., New York City time, on the Calculation
                                         Date, the Federal Funds (Open) Rate will be the rate on that Interest Determination Date
                                         displayed on FFPREBON Index Page on Bloomberg L.P. (“Bloomberg”), which is
                                         the Fed Funds Opening Rate as reported by Prebon Yamane, or any successor service, on
                                         Bloomberg.



 


		·	If
                                         the above rate is not displayed on the FFPREBON Index Page on Bloomberg, or other recognized
                                         electronic source used for the purpose of displaying the applicable rate, by 3:00 p.m.,
                                         New York City time, on the Calculation Date, the Calculation Agent will determine the
                                         Federal Funds (Open) Rate to be the arithmetic mean of the rates for the last transaction
                                         in overnight U.S. dollar federal funds prior to 9:00 a.m., New York City time, on that
                                         Interest Determination Date, quoted by each of three leading brokers of U.S. dollar federal
                                         funds transactions in the City of New York, which may include the agent and its affiliates,
                                         selected by the 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 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.


 




    A-12


     

    

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 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 are not quoting as described in (iii) above, the Prime Rate 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


 


(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)       in
the event that 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 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


 




    A-13


     

    

(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:


 


	Bond Equivalent Yield	=	D
    x N	x	100
	360 - (D x M)


 


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


 


Determination
of CMT Rate. If the Base Rate specified on the face hereof is the “CMT Rate,” for any Interest Determination Date,
the CMT Rate with respect to this Note shall be any of the following rates 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 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


 




    A-14


     

    

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.


 


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


 


(vi)       If
fewer than three Reference Dealers selected by the Calculation Agent are quoting as described in (iv) above, the CMT Rate shall
be 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 (or any earlier redemption or repayment 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.


 


Unless otherwise
specified on the face hereof, 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,


 




    A-15


     

    

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% 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. 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
is issuable only in the minimum denominations set forth on the face hereof or any amount in excess thereof which is an authorized
denomination set forth on the face hereof.


 


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


 


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


 




    A-16


     

    

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 such
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;



 


		·	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-17


     

    

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 of the Issuer entitled to vote 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 (a “Member State”).



 


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


 


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


 




    A-18


     

    

waived (except
a continuing default in payment of principal, premium, if any, or interest on such debt securities) by the holders of a majority
in aggregate principal amount of the debt securities of all affected series then outstanding.


 


The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture then outstanding and affected (voting as one class),
to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series
so affected; provided that the Issuer and the Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (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 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 (as defined below) on the date of such payment or, if the Market Exchange Rate is not available on
such date, as of the most recent practicable date; provided, however, that if the euro has been substituted for
such Specified Currency, the Issuer may at its option (or shall, if so required by applicable law) without the consent of the
holder of this Note effect the payment of principal of, premium, if any, or interest on any Note denominated in such Specified
Currency in euro in lieu of such Specified Currency in conformity with legally applicable measures taken pursuant to, or by virtue
of, the Treaty establishing the European Community, as amended. Any payment made under such circumstances in U.S. dollars or euro
where the required payment is in an unavailable Specified Currency will not constitute an Event of Default. If such Market Exchange
Rate is not then available to the Issuer or is not published for a particular Specified Currency, the Market Exchange Rate will
be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent (as defined below) at approximately
11:00 a.m., New York City time, on the second Business Day preceding the date of such payment from three recognized foreign exchange
dealers (the “Exchange Dealers”) for the purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
dollars for settlement on the payment date, in the aggregate amount of the Specified Currency payable to those holders or beneficial
owners of Notes and at which the applicable Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations
are not available, the Exchange Rate Agent shall determine the market exchange rate at its sole discretion.


 


The “Exchange
Rate Agent” shall be Morgan Stanley & Co. International Limited, 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 these Notes.


 


So long
as this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal
of, premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office
or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. If this Note is
listed on the London Stock Exchange plc and such exchange so requires, the Issuer shall maintain a Paying Agent in London. If
any European Union Directive on the


 




    A-19


     

    

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


 


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


 


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


 


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


 


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


 


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


 


As used
herein:


 


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


 


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


 


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


 


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


 




    A-20


     

    

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-21


     

    

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-22


     

    

OPTION
TO ELECT REPAYMENT


 


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


 


	 
	 
	 






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


 


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


 


		Dated:	______________________________________	____________________________________________
	 	 	 	NOTICE: The signature on this
Option to Extend Maturity must correspond with the name as written upon the face of the Note in every particular, without alteration
or enlargement or any change whatever.



 



























 



    A-23