EXHBIIT 4.7


 





[FORM OF FACE OF NOTE]


 


EURO FIXED RATE SENIOR
REGISTERED NOTE


 





	REGISTERED 	REGISTERED
	No. EFXRR	[PRINCIPAL AMOUNT]







 


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


 


 


 


_______________


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


 









    	 



    	 



    

MORGAN
STANLEY

EURO FIXED RATE SENIOR REGISTERED NOTE

MEDIUM-TERM NOTE, SERIES [J/K]


 


	ORIGINAL ISSUE DATE:	INITIAL REDEMPTION DATE:	INTEREST RATE:	MATURITY DATE:
	INTEREST ACCRUAL DATE:	INITIAL REDEMPTION PERCENTAGE:	INTEREST PAYMENT DATE(S):	OPTIONAL REPAYMENT DATE(S):
	SPECIFIED CURRENCY:	ANNUAL REDEMPTION PERCENTAGE REDUCTION:	EUROCLEAR NO.:	MINIMUM DENOMINATIONS:
	EXCHANGE RATE AGENT:

    [Morgan Stanley & Co. International plc]	REDEMPTION NOTICE PERIOD:2	CLEARSTREAM NO.:	APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT
    OR REDEMPTION:
	 	PRICE APPLICABLE UPON OPTIONAL REPAYMENT:3	COMMON CODE:	If yes, state Issue Price:
	ISIN:	ORIGINAL YIELD TO MATURITY:	INITIAL OFFERING DATE:	TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]4
	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	OTHER
        PROVISIONS6:

         

        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

        
	 


 


 


_______________





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
Applies if this Note has optional repayment and is issued with original issue discount.


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


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.





6
Specify if this Note is subject to contingent payment and, if so, the manner of calculating
such payment.


 







    2


     

    

	 	MONETARY POLICY OPERATIONS: [YES]5	the terms of this Note to the terms as set forth in
    Pricing Supplement No. ___ dated _______[, as amended by Amendment No. ___ thereto dated _____]7,
    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.	 
	 	 	 	 


 


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 at the Interest Rate per annum specified
above from and including the Interest Accrual Date specified above until but excluding the date the principal amount is paid or
duly made available for payment (except as provided below) weekly, monthly, quarterly, semi-annually or annually in arrears on
the Interest Payment Dates specified above in each year commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date); provided, however, that if the Interest Accrual
Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date. 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 [____________].]8


 


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]9
[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


 


 


_______________





7
Applicable if there is an amendment to the pricing supplement filed with the Securities
and Exchange Commission prior to settlement of this Note.





8
Applies only if this Note is issued under the NSS.





9
Applies only if this Note is a global registered note


 









    3


     

    

Note)) (each
such date a “Record Date”)]10; provided, however, that interest
payable at maturity (or on any redemption or repayment date) will be payable to the person to whom the principal hereof shall
be payable.


 


Payment
of the principal of, premium, if any, and interest on this Note due at maturity (or on any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note at the office or agency of the Principal Paying Agent, as defined
on the reverse hereof, or at such other paying agency as the Issuer may determine (each, a “Paying Agent,” which term
shall include the Principal Paying Agent). Payment of the principal of, premium, if any, and interest on this Note will be made
in the Specified Currency indicated above, except as provided on the reverse hereof; provided, however, that U.S. dollar payments
of interest, other than interest due at maturity or on any date of redemption or repayment, will be made by U.S. dollar check
mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder of U.S. $10,000,000
or more in aggregate principal amount of Notes having the same Interest Payment Date will be entitled to receive payments of interest,
other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received by the Principal Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date. If this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately available funds to an account maintained by the holder
hereof with a bank located outside the United States, and in the case the Specified Currency is euro, in a country for which the
euro is the lawful currency, if appropriate wire transfer instructions have been received by the Principal Paying Agent in writing
on or prior to [the fifth business day prior to the applicable Record Date]11[the fifth business day after the applicable
Record Date]12. 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 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


 


_______________








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





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


 









    4


     

    

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 Fixed Rate Senior Registered Note is intended to be issued under the NSS.



 



    5


     

    

[FORM
OF REVERSE OF NOTE]


 


MEDIUM-TERM
NOTE, SERIES [J/K]


 


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


 


Unless otherwise
indicated on the face hereof, this Note will not be subject to any sinking fund and, unless otherwise indicated on the face hereof
in accordance with the provisions of 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).
If the face hereof indicates that this Note is subject to “Modified Payment upon Acceleration, Repayment or Redemption,”
the amount of principal payable upon redemption will be limited to the aggregate principal amount hereof multiplied by the sum
of the Issue Price specified on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original
issue discount accrued from the Interest Accrual Date to the date of redemption (expressed as a percentage of the aggregate principal
amount), with the amount of original issue discount accrued being calculated using a constant yield method (as described below).
Notice of redemption shall be mailed to the registered holders of the Notes designated for redemption at their addresses as the
same shall appear on the Note register not less than 30 nor more than 60 calendar days prior to the date fixed for redemption
or within the Redemption Notice Period specified on the face hereof, subject to all the conditions and provisions of the Senior
Indenture. In the event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the cancellation hereof.


 


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


 




    6


     

    

repaid, together
with interest accrued and unpaid hereon to the date of repayment (except as provided below), provided that if the face
hereof indicates that this Note is subject to “Modified Payment upon Acceleration, Repayment or Redemption”, the amount
of principal payable upon repayment will be limited to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount
accrued from the Interest Accrual Date to the date of repayment (expressed as a percentage of the aggregate principal amount),
with the amount of original issue discount accrued being calculated using a constant yield method (as described below). For this
Note to be repaid at the option of the holder hereof, the 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.


 


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


 


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


 


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


 


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


 


The Trustee
has been appointed registrar for the Notes (the “Registrar,” which term includes any successor registrar appointed
by the Issuer), and the Registrar will maintain at its office in The City of New York, a register for the registration and transfer
of Notes. This Note may be transferred at either the aforesaid New York office or at the London office of the Registrar by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar
and duly executed by the registered holder hereof in person or by the holder's attorney duly authorized in writing, and thereupon
the Registrar shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical
terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions
set forth herein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note
that has been called for redemption in whole or in part, except 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


 




    7


     

    

repurchased,
or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Senior Indenture
with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations
of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of
Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Registrar and executed by the registered holder in person or by the holder's attorney
duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such
that no gain or loss of interest results from such exchange or transfer.


 


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


 


If the face
hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be
redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a Notice of redemption as
described below, at a redemption price equal to 100% of the principal amount hereof, together with accrued interest to the date
fixed for redemption (except that if this Note is subject to “Modified Payment upon Acceleration, Repayment or Redemption,”
such redemption price would be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified
on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount accrued from
the Interest Accrual Date to the date of redemption (expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield method (as described below)), 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:


 




    8


     

    

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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    9


     

    

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


 


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


 


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


 




    10


     

    

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 (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.


 




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The Issuer
may designate other agencies for the payment of said principal, premium and interest at such place or places outside the United
States (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer
shall keep the Trustee advised of the names and locations of such agencies, if any are so designated.


 


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


 


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


 


Prior to
due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether 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 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


 




    12


     

    

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.


 




    13


     

    

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.


 




    14


     

    

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.



 




    15


     

    

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.
	 	 













 


 







 


 


 



    16