Exhibit 4.8


 





[FORM
OF FACE OF NOTE]

EURO FLOATING RATE SENIOR REGISTERED NOTE


 


	REGISTERED	REGISTERED
	No. EFLRR	[PRINCIPAL AMOUNT]


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 






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


 




    


     


    

MORGAN
STANLEY

EURO FLOATING RATE SENIOR REGISTERED NOTE

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




 


	ORIGINAL ISSUE DATE:	INTEREST
    ACCRUAL DATE:	INTEREST
    PAYMENT DATE(S):
	MATURITY
    DATE:	INITIAL INTEREST RATE:	INTEREST PAYMENT PERIOD:
	BASE
    RATE:	INITIAL INTEREST RESET
    DATE:	INTEREST RESET DATE(S):
	INDEX
    MATURITY:	MAXIMUM INTEREST RATE:	INTEREST RESET PERIOD:
	SPREAD
    (PLUS OR MINUS):	MINIMUM INTEREST RATE:	CALCULATION AGENT:
	SPREAD
    MULTIPLIER:	INITIAL REDEMPTION
    DATE:	EUROCLEAR NO:
	SPECIFIED
    CURRENCY:	INITIAL REDEMPTION
    PERCENTAGE:	CLEARSTREAM NO:
	INDEX
    CURRENCY:	ANNUAL REDEMPTION
    PERCENTAGE REDUCTION:	COMMON CODE:
	DESIGNATED
    CMT REUTERS PAGE:	REDEMPTION
    NOTICE PERIOD:2	ISIN:
	DESIGNATED
    CMT MATURITY INDEX:	OPTIONAL REPAYMENT
    DATE(S):	MINIMUM DENOMINATIONS:
	TAX
    REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]3	INITIAL OFFERING DATE:	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 

        




 


 





 



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





3
Default provision is NO. Indicate YES only if specified in pricing supplement.



 


 






    2


     


    

 


	 	 	Amendment No. ___ thereto dated
        _____]4, and the prospectus supplement[, any index supplement or other supplement] and prospectus referred
        to therein, each related to this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby
        authorized to enter into any such amendment to this Note without any further consent thereto of the Holder hereof or of
        such owner.
	EXCHANGE
    RATE AGENT: [Morgan Stanley & Co. International plc]	ISSUED
    UNDER THE NEW SAFEKEEPING STRUCTURE (“NSS”): [YES/NO]5	IF THIS IS ISSUED
    UNDER THE NSS, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT
    AND MONETARY POLICY OPERATIONS: [YES]5
	REPORTING
    SERVICE:	 	 


 



 


Morgan Stanley,
a Delaware corporation (together with its successors and assigns, the “Issuer”), for value received, hereby
promises to pay to ___________, or registered assignees, the principal sum of ____________, on the Maturity Date specified above
(except to the extent previously redeemed or repaid) and to pay interest thereon from and including the Interest Accrual Date
specified above at a rate per annum equal to the Initial Interest Rate specified above or determined in accordance with the provisions
specified on the reverse hereof until the Initial Interest Reset Date specified above, and on and after at a rate per annum determined
in accordance with the provisions specified on the reverse hereof until but excluding the date such principal amount is paid or
duly made available for payment. Unless such rate is otherwise specified on the face hereof, the


 


 








 


 









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





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



 


 




    3


     


    

 


 






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, semi-annually or annually as specified above as the Interest Payment Period on
each Interest Payment Dates specified above in each year, commencing with the first Interest Payment Date next succeeding the
Interest Accrual Date specified above, and on the Maturity Date specified above (or on any redemption or repayment date); provided,
however, that if the Interest Accrual Date occurs between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second Interest Payment Date; and provided, further,
that if an Interest Payment Date (other than the Maturity Date or any redemption or repayment date) would fall on a day that is
not a Business Day, as defined on the reverse hereof, such Interest Payment Date shall be the following day that is a Business
Day, except that if the Base Rate specified above is LIBOR or EURIBOR and such next Business Day falls in the next calendar month,
such Interest Payment Date shall be the immediately preceding day that is a Business Day; and provided, further, that if the Maturity
Date or redemption or repayment date would fall on a day that is not a Business Day, the payment of principal, premium, if any,
and interest shall be made on the next succeeding Business Day and no interest shall accrue for the period from and after such
Maturity Date or redemption or repayment date. The register maintained by the Registrar (as defined below) shall be conclusive
as to the aggregate principal amount of this Note. [This is to certify that the person whose name is entered in the register is
the holder of the aggregate nominal amount of [____________].]6


 


Interest
on this Note will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from and including the Interest Accrual Date, until but excluding
the date the principal hereof has been paid or duly made available for payment (except as provided below). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be
paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business [on the Clearing
System Business Day before such Interest Payment Date (the “Record Date”), where “Clearing System
Business Day” means a day on which each clearing system for which this Global Registered Security is being held is open
for business]7 [on the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day (as
defined on the reverse of this Note)) (each such date a “Record Date”)]8; provided, however, that
interest


  


 







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



 




    4


     


    

payable at maturity (or on any
redemption or repayment date) will be payable to the person to whom the principal hereof shall be payable.


 


Payment of
the principal of, premium, if any, and interest on this Note due at maturity (or on any redemption or repayment date) will be
made in immediately available funds upon surrender of this Note at the office or agency of the Principal Paying Agent, as defined
on the reverse hereof, or at such other paying agency as the Issuer may determine (each, a “Paying Agent,”
which term shall include the Principal Paying Agent). Payment of the principal of, premium, if any, and interest on this Note
will be made in the Specified Currency indicated above, except as provided on the reverse hereof; provided, however, that U.S.
dollar payments of interest, other than interest due at maturity or on any date of redemption or repayment, will be made by U.S.
dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder
of U.S. $10,000,000 or more in aggregate principal amount of Notes having the same Interest Payment Date will be entitled to receive
payments of interest, other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received by the Principal Paying Agent in writing not less
than 15 calendar days prior to the applicable Interest Payment Date. If this Note is denominated in a Specified Currency other
than U.S. dollars, payments of interest hereon will be made by wire transfer of immediately available funds to an account maintained
by the holder hereof with a bank located outside the United States, and in the case the Specified Currency is euro, in a country
for which the euro is the lawful currency, if appropriate wire transfer instructions have been received by the Principal Paying
Agent in writing on or prior to [the fifth business day prior to the applicable Record Date] 9 [the fifth business
day after the applicable Record Date] 10. If such wire transfer instructions are not so received, such interest payments
will be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register.


 


Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, 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


 


 


 


 










9
Applies only if this Note is a global registered note





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




    5


     


    

Senior Indenture, as defined
on the reverse hereof, or be valid or obligatory for any purpose.


 


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


 


 


 


 


 


 


 


 


 


 


 






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


 


 




    6


     


    

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


 











	DATED:	MORGAN
STANLEY	 
	 	 	 	 
	 	By:   		 
	 		Name:	 
	 		Title:	 





 





TRUSTEE’S CERTIFICATE


 OF AUTHENTICATION


 


This is one of the Notes referred





to in the within-mentioned





Senior Indenture.


 


THE BANK OF NEW YORK MELLON,


as Trustee


 


 





	By:   	 	 
	 	Authorized Signatory	 






 






 


EFFECTUATION BY COMMON





SAFEKEEPER12


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 





	By:   	 	 
	 	[Authorized Signatory]	 


 


 


 


 


 


 


 





 











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


 


 


 



    7


     


    

[FORM
OF REVERSE OF NOTE]

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


 


This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series [J/K], having maturities more than nine months from
the date of issue (the “Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated as of
November 1, 2004, between the Issuer and The Bank of New York Mellon (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes any successor trustee under
the Senior Indenture), as supplemented by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second Supplemental
Senior Indenture dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of September 10, 2008, a Fourth
Supplemental Senior Indenture dated as of December 1, 2008, a Fifth Supplemental Senior Indenture dated as of April 1, 2009,
a Sixth Supplemental Senior Indenture dated as of September 16, 2011, a Seventh Supplemental Senior Indenture dated as of November
21, 2011, an Eighth Supplemental Senior Indenture dated as of May 4, 2012, a Ninth Supplemental Senior Indenture dated as of March
10, 2014 and a Tenth Supplemental Senior Indenture dated as of January 11, 2017 (as the same may be further amended or supplemented from
time to time, the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee
and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed
The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal corporate trust office in
the Borough of Manhattan, The City of New York, as a paying agent for the Notes in the United States and The Bank of New York
Mellon, London Branch, at its corporate trust office in London, as its 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


 




    8


     


    

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


 


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


 


This Note
will bear interest at the rate determined in accordance with the applicable provisions below by reference to the Base Rate shown
on the face


 




    9


     


    

hereof based on the Index Maturity,
if any, shown on the face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing with the Initial Interest Reset Date specified on the face hereof, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (as used herein, the
term “Interest Reset Date” shall include the Initial Interest Reset Date). 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 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 (as defined below), such Interest Reset Date shall be postponed to the next succeeding day that
is a Business Day, except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.


 


The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Federal Funds
Rate, Federal Funds (Open) Rate and Prime Rate shall be on the Business Day prior to the Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the 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


 




    10


     


    

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


 


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


 


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


 


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


 


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


 


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


 




    11


     


    

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


 


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


 


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


 


 


 


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


 


Determination
of EURIBOR. If the Base Rate specified on the face hereof is “EURIBOR,” for any Interest Determination
Date, EURIBOR with respect to this Note shall be the rate for deposits in euros as sponsored, calculated and published jointly
by the European Banking Federation and ACI -The Financial Market Association, or any company established by the joint sponsors
for purposes of compiling and publishing those rates, for the Index Maturity specified on the face hereof as that rate appears
on the display on Reuters 3000 Xtra Service (“Reuters”), or any successor service, on page EURIBOR01 or any other
page as may replace page EURIBOR01 on that service (“Reuters Page EURIBOR01”) as of 11:00 a.m., Brussels time.


 


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


 


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


 


(ii) If fewer
than two quotations are provided, EURIBOR shall be the arithmetic mean of the rates quoted by four major banks in the Euro-zone
interbank market, as selected by the Calculation Agent (after consultation with the


 




    12


     


    

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


 


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


 




    13


     


    

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


 


Determination
of Federal Funds (Open) Rate. If the Base Rate specified on the face hereof is the “Federal Funds (Open) Rate,”
for any Interest Determination Date, the Federal Funds (Open) Rate with respect to this Note shall be the Federal Funds Rate on
that date set forth opposite the caption “Open” as displayed on Reuters, or any successor service, on page 5 or any
other page as may replace the applicable page on that service, (“Reuters Page 5”).


 


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


 


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



 


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


 




    14


     


    

on that Interest Determination
Date, if at least two offered rates appear on the Designated LIBOR Page (as defined below), provided that if the specified Designated
LIBOR Page by its terms provides only for a single rate, that single rate shall be used.


 


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


 


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


 


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


 


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


 


“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.


 




    15


     


    

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


 




    16


     


    

USAUCTION10 on that service (“Reuters
Page USAUCTION10”), or on page USAUCTION11 or any other page as may replace page USAUCTION11 on that service (“Reuters
Page USAUCTION11”); or


 


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


 


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


 


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


 


(v) if the
rate described in (iv) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on
the applicable Interest Determination Date calculated by the Calculation Agent as the Bond Equivalent Yield of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable Interest Determination
Date, of three primary U.S. government securities dealers, which may include the initial dealer and its affiliates, selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; or


 


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


 


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


 


 


 


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


 




    17


     


    

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 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


 




    18


     


    

maturity of no more than 1 year
shorter than that Designated CMT Maturity Index and in a principal amount that is representative for a single transaction in the
securities in that market at that time. If two Treasury Notes with an original maturity as described above have remaining terms
to maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining term
to maturity shall be used.


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance
with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the


 




    19


     


    

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 the Maturity Date (or any earlier redemption or repayment date), as the case may be. Accrued interest hereon
shall be an amount calculated by multiplying the principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day in the period for which interest is being paid.
Unless otherwise specified on the face hereof, the interest factor for each such date shall be computed by dividing the interest
rate applicable to such day (i) by 360 if the Base Rate is Commercial Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open)
Rate, Prime Rate or LIBOR (except if the Index Currency is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the Index
Currency is pounds sterling; or (iii) by the actual number of days in the year if the Base Rate is the Treasury Rate or the CMT
Rate. All percentages used in or resulting from any calculation of the rate of interest on this Note will be rounded, if necessary,
to the nearest one hundred thousandth of a percentage point (with .000005% being rounded up to .00001%), and all U.S. dollar amounts
used in or resulting from such calculations on this Note will be rounded to the nearest cent, with one-half cent rounded upward.
All Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese
Yen amount. All amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest
two decimal places in such currency, with .005 being rounded up to .01. The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date. The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).


 


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


 


This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and
is issuable only in the minimum denominations set forth on the face hereof or any amount in excess thereof which is an integral
multiple of 1,000 units of the Specified Currency set forth on the face hereof.


 




    20


     


    

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


 


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


 


If the face
hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be
redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a Notice


 




    21


     


    

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


 


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


 


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



 




    22


     


    

for U.S. federal income tax purposes,
and the United States, including, without limitation, the beneficial owner, or the fiduciary, settlor, beneficiary, member or
shareholder, being or having been a citizen or resident of the United States or being or having been engaged in the conduct of
a trade or business or present in the United States or having, or having had, a permanent establishment in the United States;
or


 


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



 


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



 


		·	any
                                         tax, assessment or other governmental charge imposed by reason of the beneficial owner’s
                                         past or present status as a controlled foreign corporation or passive foreign investment
                                         company with respect to the United States or as a corporation that accumulates earnings
                                         to avoid U.S. federal income tax or as a private foundation or other tax-exempt organization;



 


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



 


		·	any
                                         tax, assessment or other governmental charge required to be withheld by any Paying Agent
                                         from any payment of principal of, or interest on, this Note, if payment can be made without
                                         withholding by at least one other Paying Agent;



 


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



 


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



 




    23


     


    

		·	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


 




    24


     


    

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


 


The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture then outstanding and affected (voting as one class),
to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series
so affected; provided that the Issuer and the Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or change
the currency of payment thereof, or modify or amend the provisions for conversion of any currency into any other 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


 




    25


     


    

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


 


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


 


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


 


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


 




    26


     


    

the United States (subject to
applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the
Trustee advised of the names and locations of such agencies, if any are so designated.


 


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


 


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


 


Prior to
due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether 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 “Business Day” means any day, other than a Saturday or Sunday, (i) that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or regulation to close (x) in


 




    27


     


    

The City of New York or London
or (y) if this Note is denominated in a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal
financial center of the country of the Specified Currency, or (z) if this Note is denominated in Australian dollars, in Sydney
and (ii) if this Note is denominated in euro, that is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system (“TARGET”), which utilizes a single shared platform and was launched on November 19,
2007, is open for the settlement of payment in euro (a “TARGET Settlement Day”);


 


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


 


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


 


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


 


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


 


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


 




    28


     


    

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.


 





 



 



 






    29


     


    

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.



 








    30


     


    

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.
















 


 


 


 



    31