EXHIBIT 4-jj


 


[FORM OF FACE OF NOTE]

EURO FIXED/FLOATING RATE SENIOR REGISTERED NOTE


 


	REGISTERED	REGISTERED
	No. EFXRR/EFLRR	[PRINCIPAL AMOUNT]
	 	 


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


 


 





 









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












     


     

    

MORGAN STANLEY

EURO FIXED/FLOATING RATE SENIOR REGISTERED NOTE

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






 





	BASE RATE:	ORIGINAL ISSUE DATE:	MATURITY DATE:
	INDEX MATURITY DATE:	INTEREST ACCRUAL DATE:	INTEREST PAYMENT DATE(S):
	SPREAD (PLUS OR MINUS):	INITIAL INTEREST RATE:	INTEREST PAYMENT PERIOD:
	SPREAD MULTIPLIER:	INITIAL INTEREST RESET DATE:	INTEREST RESET PERIOD:
	REPORTING SERVICE:	MAXIMUM INTEREST RATE:	INTEREST RESET DATE(S):
	INDEX CURRENCY:	MINIMUM INTEREST RATE:	CALCULATION AGENT:
	FLOATING RATE COMMENCEMENT DATE:	INITIAL REDEMPTION DATE:	SPECIFIED CURRENCY:
	FIXED INTEREST RATE:	INITIAL REDEMPTION PERCENTAGE:	MINIMUM DENOMINATIONS:
	EXCHANGE RATE AGENT: [MORGAN STANLEY & CO. International plc]	ANNUAL REDEMPTION PERCENTAGE REDUCTION:	PRICE APPLICABLE UPON OPTIONAL REPAYMENT:
	FIXED RATE PERIOD:	OPTIONAL REPAYMENT DATE(S):	DESIGNATED CMT MATURITY INDEX:
	FLOATING RATE PERIOD:	REDEMPTION
    NOTICE PERIOD:2	COMMON CODE:
	EUROCLEAR NO:	CLEARSTREAM NO:	ISIN:
	INITIAL OFFERING DATE:	TAX
    REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]3	ORIGINAL YIELD TO MATURITY:
	APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR REDEMPTION:	IF YES, STATE INITIAL OFFERING DATE: [N/A]	
        OTHER PROVISIONS:4

         

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

         









 







 


 









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





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












    2 


     

    

	 	 	such beneficial interest herein, are hereby deemed to have consented to any amendment to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement No. ___ dated _______[, as amended by Amendment No. ___ thereto dated _____]5, and the prospectus supplement [, any index supplement or other supplement] and prospectus referred to therein, each related to this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment to this Note without any further consent thereto of the Holder hereof or of such owner.
	DESIGNATED CMT REUTERS PAGE:	ISSUED UNDER THE NEW SAFEKEEPING STRUCTURE (“NSS”): [YES/NO]6	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


 


 





 









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





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












    3 


     

    

interest thereon from and including the Interest
Accrual Date specified above at a rate per annum equal to the Fixed Interest Rate specified above until the Initial Interest Reset
Date specified above, and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse
hereof until but excluding the date the principal amount is paid or duly made available for payment. If an Initial Interest Rate
is specified on the face hereof, the Calculation Agent shall determine the Initial Interest Rate for this Note in accordance with
the provisions specified on the reverse hereof. The Issuer will pay interest in arrears weekly, monthly, quarterly, semiannually
or annually as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing with
the first Interest Payment Date next succeeding the Interest Accrual Date specified above, and on the Maturity Date (or any redemption
or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such second Interest Payment
Date; and provided, further, that if, during any period up to and including the Floating Rate Commencement Date,
an Interest Payment Date or the Maturity Date or redemption or repayment date would fall on a day that is not a Business Day, payment
of interest, premium, if any, or principal otherwise payable on such date need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or on the Maturity Date or
redemption or repayment date, and no interest on such payment shall accrue for the period from and after the Interest Payment Date
or the Maturity Date or redemption or repayment date to such next succeeding Business Day; and provided, further,
that if, during any period after the Floating Rate Commencement Date, an Interest Payment Date (other than the Maturity Date or
a redemption or repayment date) would fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest
Payment Date shall be the following day that is a Business Day, except that if the Base Rate specified above is 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, such payment shall be made on the following day that is a Business Day and no interest shall
accrue for the period from and after such Maturity Date or redemption or repayment date.


 


The register maintained by the Registrar
(as defined below) shall be conclusive as to the aggregate principal amount of this Note. [This is to certify that the person whose
name is entered in the register is the holder of the aggregate nominal amount of [____________].]7


 


 





 









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












    4 


     

    

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]8
[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”)]9;
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] 10
[the fifth


 


 





 









7 Applies only if this Note is a global registered
note





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


9 Applies only if this Note is a global registered
note












    5 


     

    

business day after the applicable Record Date]
11. 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 SA/NV or Clearstream
Banking S.A., this Note shall not be entitled to any benefit under the Senior Indenture, as defined on the reverse hereof,
or be valid or obligatory for any purpose.


 


[This Global Note shall not be or become
valid or obligatory for any purpose unless and until authenticated by or on behalf of the Registrar and, if this Global Note is
held under the NSS, effectuated by the entity appointed as common Safekeeper by Euroclear or Clearstream Luxembourg.]12


 


 


 


 









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





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












    6 


     

    

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


 


	DATED:	MORGAN STANLEY	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


	
        TRUSTEE’S CERTIFICATE
        OF AUTHENTICATION

         

        This is one of the Notes
        referred to in the within-mentioned Senior Indenture.

         

        THE BANK OF NEW YORK MELLON,
        as Trustee

         
	 
	By:	 	 
	 	Authorized Signatory	 


 


 


EFFECTUATION BY COMMON


 


SAFEKEEPER12


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 


	By:	 	 
	 	[Authorized Signatory]	 



 


 


 


 









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












    7 


     

    

[FORM OF REVERSE OF NOTE]

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


 


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


 


Unless otherwise indicated on the face hereof,
this Note will not be subject to any sinking fund and, unless otherwise indicated on the face hereof in accordance with the provisions
of 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).


 




    8 


     

    

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


 


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


 




    9 


     

    

 





This Note will bear interest at the Fixed
Interest Rate for the period commencing on and including the Interest Accrual Date and ending on, but excluding, the Floating Rate
Commencement Date. From and including the Floating Rate Commencement Date, this Note will bear interest at the rate determined
in accordance with the applicable provisions below by reference to the Base Rate shown on the face hereof based on the Index Maturity,
if any, shown on the face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing with the Initial Interest Reset Date specified on the face hereof, the rate at which interest
on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (as used herein, the term “Interest
Reset Date” shall include the Initial Interest Reset Date). The determination of the rate of interest at which this Note
will be reset on any Interest Reset Date shall be made on the Interest Determination Date (as defined below) pertaining to such
Interest Reset Date. Unless otherwise specified on the face hereof, the interest rate in effect for the ten calendar days immediately
prior to maturity, redemption or repayment will be that in effect on the tenth calendar day preceding such maturity, redemption
or repayment date. Unless otherwise indicated on the face hereof, if any Interest Reset Date would otherwise be a day that is not
a Business Day (as defined below), such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is 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 the CMS Rate will be the second
U.S. Government Securities Business Day (as defined herein) prior to such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day prior to such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to LIBOR (other than for LIBOR Notes for
which the Index Currency is euros) shall be the second London Banking Day prior to such Interest Reset Date, except that the Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note for which the Index Currency is pounds sterling will be
such Interest Reset Date. As used herein, “London Banking Day” means any day on which dealings in deposits in
the Index Currency (as defined herein) are transacted in the London interbank market. The Interest Determination Date pertaining
to an Interest Reset Date for Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week
in which such Interest Reset Date falls on which Treasury bills normally would be auctioned. Treasury Bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following
Tuesday, except that the auction may be held on the preceding Friday; provided, however, that if an auction is held on the
Friday of the week preceding such Interest Reset Date, the Interest Determination Date shall be such preceding





 




    10 


     

    


 


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 the H.15 Daily Update, under the heading “Commercial Paper Nonfinancial.”


 


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


 


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


 


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


 




    11 


     

    

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


 


	Money Market Yield =	
        D
x 360

        360 - (D x
M) 
	x 100


 


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


 


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


 


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


 


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


 


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


 


(iii) If the banks so selected by the Calculation
Agent are not quoting as set forth above, EURIBOR for that Interest Determination Date shall remain EURIBOR for the immediately
preceding Interest Reset Period, or, if there was


 




    12 


     

    

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


 


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


 


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


 


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


 


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


 


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


 




    13 


     

    

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


 


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



 


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



 


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



 


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


 


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


 


(ii) If (a) fewer than two offered rates
appear or (b) no rate appears and the Designated LIBOR Page by its terms provides only for a single rate, then the Calculation
Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected
by the Calculation Agent, after consultation with the Issuer, to provide the Calculation Agent with its


 




    14 


     

    

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.


 


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


 


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


 


(i) If the above rate is not published in
the H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent shall determine the Prime
Rate to be the arithmetic mean of the rates of interest


 




    15 


     

    

publicly announced by each bank that appears on the Reuters
Page US PRIME 1, as defined below, as that bank’s Prime Rate or base lending rate, as of 11:30 a.m. New York City time, as
in effect for that Interest Determination Date.


 


(ii) If fewer than four rates for that Interest
Determination Date appear on the Reuters Page US PRIME 1 by 3:00 p.m., New York City time, on the Calculation Date, the Calculation
Agent shall determine the Prime Rate to be the arithmetic mean of the Prime Rates quoted on the basis of the actual number of days
in the year divided by 360 as of the close of business on that Interest Determination Date by at least three major banks in The
City of New York, which may include affiliates of the initial dealer, selected by the Calculation Agent (after consultation with
the Issuer).


 


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


 


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


 


(iii) if the rate described in (ii) above
is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the
Auction rate on the applicable Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof
published in the H.15 Daily Update, or other recognized electronic source used


 




    16 


     

    

for the purpose of displaying the applicable rate, under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market”; or


 


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


 


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


 


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


 


	Bond Equivalent Yield =	
        D
x N

        360 − (D x M) 
	x 100


 


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


 


Determination of CMT Rate. If the
Base Rate specified on the face hereof is the “CMT Rate,” for any Interest Determination Date, the CMT Rate with respect
to this Note shall be any of the following rates published by the Federal Reserve System Board of Governors, or its successor,
on its website or in another recognized electronic source, as the yield is displayed for Treasury securities at “constant
maturity” under the column for the Designated CMT Maturity Index, as defined below, for:


 


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


 


(2) the week or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination Date occurs, if the Designated CMT Reuters Page
is FEDCMT.


 


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


 




    17 


     

    

(i) If the above rate is no longer displayed
on the relevant page, or if not published by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate
shall be the Treasury Constant Maturities Rate for the Designated CMT Maturity Index or other U.S. Treasury rate for the Designated
CMT Maturity Index on the Interest Determination Date for the related Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Reuters Page and published on the website of the Federal
Reserve System Board of Governors or in another recognized electronic source.


 


(ii) If the rate described in (i) above
is not provided by 3:00 p.m., New York City time, on the related Calculation Date, then the Calculation Agent shall determine the
CMT Rate to be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately
3:30 p.m., New York City time, on the Interest Determination Date, reported, according to their written records, by three leading
primary U.S. government securities dealers (“Reference Dealers”) in The City of New York, which may include
the initial dealer or its affiliates, selected by the Calculation Agent as described in the following sentence. The Calculation
Agent shall select five Reference Dealers (after consultation with the Issuer) and shall eliminate the highest quotation or, in
the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for the most
recently issued direct noncallable fixed rate obligations of the United States (“Treasury Notes”) with an original
maturity of approximately the Designated CMT Maturity Index, a remaining term to maturity of no more than 1 year shorter than that
Designated CMT Maturity Index and in a principal amount that is representative for a single transaction in the securities in that
market at that time. If two Treasury Notes with an original maturity as described above have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining term to maturity shall
be used.


 


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


 


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


 




    18 


     

    

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


 


“Designated CMT Reuters Page”
means the display on Reuters, or any successor service, on the page designated on the face hereof or any other page as may replace
that page on that service for the purpose of displaying Treasury Constant Maturities published by the Federal Reserve System Board
of Governors, or its successor, on its website or in another recognized electronic source. If no Reuters page is specified on the
face hereof, the Designated CMT Reuters Page shall be FEDCMT, for the most recent week.


 


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


 


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


 


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


 


(i) If the rate is not displayed by approximately
11:00 a.m. New York City time on the Reuters Page ICESWAP1 on any day on which such rate must be determined, such rate for such
day will be determined on the basis of the mid-market semi-annual swap rate quotations to the Calculation Agent provided by five
leading swap dealers in the New York City interbank market (the “Reference Banks”) at approximately 11:00 a.m.,
New York City time, on such day, and, for this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered
rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate
swap transaction with a term equal to the applicable maturity commencing on such day and in a representative amount with an acknowledged
dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to
the index rate that is then used in the calculation of the CMS Rate with a designated maturity of three months. The Calculation
Agent shall request the principal New York City office of each of the Reference Banks to provide a quotation of its rate.


 




    19 


     

    

(ii) If at least three quotations are provided,
the rate for that day shall be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).


 


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


 





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







 


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


 


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


 





Unless otherwise indicated on the face
hereof, 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,
CMS 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







 








    20 


     

    

 


(other
than a day occurring on or after the Floating Rate Commencement Date) is the interest rate from the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate). While this Note bears interest at the Fixed Interest Rate, interest payments
on this Note will be [calculated on an actual/actual (ICMA) day count basis]14.


 


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 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


 

 



 

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


 




    21 


     

    

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, 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


 




    22 


     

    

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


 


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



 


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



 


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



 


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



 


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



 


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



 


		·	any tax, assessment or other governmental charge required to be withheld by any Paying Agent from
any payment of principal of, or interest on, this



 




    23 


     

    

Note, if payment can be made without withholding by
at least one other Paying Agent;


 


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



 


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



 


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



 


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



 


		·	any tax, assessment or other governmental charge imposed by reason of the beneficial owner’s
past or present status as the actual or constructive owner of 10% or more of the total combined voting power of all classes of
stock of the Issuer entitled to vote or as a direct or indirect subsidiary of the Issuer; or



 


		·	any combination of the items listed above.



 


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


 


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



 




    24 


     

    

		·	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.


 


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


 




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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.


 




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


 


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


 


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


 


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


 


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


 




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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 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;


 




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


 


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


 


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


 




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ABBREVIATIONS


 


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


 


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


	UNIF GIFT MIN ACT-	 	Custodian	 
	 	(Minor)	 	(Cust)
	 	 	 	 


	Under Uniform Gifts to Minors Act	 
	 	(State)


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


 





 



 






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


 


	 	 
	[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]	 
	 	 


	 
	 
	 
	[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
	 
	the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer such Note on the books of the Issuer, with full power of substitution in the premises.
	 


	Dated:	 	 
	 	 	 


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



 




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OPTION TO ELECT REPAYMENT


 


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


 


	 
	 
	 


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


 


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


 


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




    32