EXHIBIT 4-cc


 


[FORM OF FACE OF NOTE]

FIXED RATE SUBORDINATED NOTE


 


	REGISTERED	REGISTERED 
	No. FXR	[PRINCIPAL AMOUNT]
	 	CUSIP:
	 	 


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


 


ThIS
NOTE haS not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended,
the “FIEA”). tHIS NOTE may not be offered or sold, directly or indirectly, in Japan or to or for the account or benefit
of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No.
228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or
benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of and otherwise in compliance
with the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.2


 


THESE NOTES ARE NOT A DEPOSIT AND ARE NOT
INSURED OR PROTECTED BY THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


 


 


 


 









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





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









     


     

    

MORGAN STANLEY


 


FIXED RATE SUBORDINATED NOTE

SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES F






 


	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:	INTEREST PAYMENT PERIOD:	APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR REDEMPTION:
	IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN U.S. DOLLARS: [YES]3	REDEMPTION NOTICE PERIOD:4	APPLICABILITY OF ANNUAL INTEREST PAYMENTS:	If yes, state Issue Price:
	EXCHANGE RATE AGENT: [Morgan Stanley & Co. LLC]	TAX REDEMPTION AND PAYMENT  OF ADDITIONAL AMOUNTS: [NO]5	 	ORIGINAL YIELD TO MATURITY:
	 	IF YES, STATE INITIAL OFFERING DATE: [N/A]	 	
        OTHER PROVISIONS:

         

        The Holder of this Note and the owner of any beneficial interest
        herein, by their purchase of this Note or such beneficial interest herein, are hereby deemed to have consented to any amendment
        to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement No. ___ dated _______[, as amended
        by Amendment No. ___ thereto dated _____]6, and the
        prospectus 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.

        




 


 


 


 









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





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


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





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












    2 


     

    

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 redeemed
or repaid prior to maturity) and to pay interest thereon at the Interest Rate per annum specified above, from and including the
Interest Accrual Date specified above until the principal hereof is paid or duly made available for payment weekly, monthly, quarterly,
semiannually or annually in arrears 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 this Note is subject to “Annual Interest Payments,” interest
payments shall be made annually in arrears and the term “Interest Payment Date” shall be deemed to mean the first day
of March in each year.


 


Interest on this Note will accrue from
and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly
provided for, from and including the Interest Accrual Date, until but excluding the date the principal hereof has been paid or
duly made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the date [one Business Day prior to such Interest Payment Date]7
[15 calendar days prior to such Interest Payment Date (whether or not a Business Day (as defined below))]8
(each such date, a “Record Date”); provided, however, that interest payable at maturity (or any redemption or repayment
date) shall be payable to the person to whom the principal hereof shall be payable. As used herein, “Business Day”
means any day, other than a Saturday or Sunday, (a) that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York or (y) if this Note is denominated in a Specified
Currency other than U.S. dollars, euro or Australian dollars, in the principal financial center of the country of the Specified
Currency, or (z) if this Note is denominated in Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (“TARGET”),
which utilizes a single shared platform and was launched on November 19, 2007, is open for the settlement of payment in euro (a
“TARGET Settlement Day”).


 


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


 


If this Note is denominated in a Specified
Currency other than U.S. dollars, and the holder does not elect (in whole or in part) to receive payment in U.S. dollars pursuant
to the next succeeding paragraph, payments of principal, premium, if any, or interest with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the holder hereof with a bank located outside the United
States if appropriate wire transfer instructions have been received by the Paying Agent in writing [not less than 15 calendar


 


 


 


 









7 Applies only for a Registered Global Security. 


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







    3 


     

    

days prior to the applicable payment date]9
[, with respect to payments of interest, on or prior to the fifth Business Day prior to the applicable Record Date and, with respect
to payments of principal or any premium, at least ten Business Days prior to the Maturity Date or any redemption or repayment date,
as the case may be]10; provided that,
if payment of interest, principal or any premium with regard to this Note is payable in euro, the account must be a euro account
in a country for which the euro is the lawful currency, provided, further, that if such wire transfer instructions are not received,
such payments will be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as
such address shall appear in the Note register; and provided, further, that payment of the principal of, premium, if any, and interest
on this Note due at maturity (or on any redemption or repayment date) will be made upon surrender of this Note at the office or
agency referred to in the preceding paragraph.


 


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


 


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


 


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


 


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


 


 


 









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


10 Applies only for a Registered
Global Security.












    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 Subordinated Indenture.

         

        THE BANK OF NEW YORK MELLON, as
        Trustee

         
	 
	By:	 	 
	 	Authorized Signatory	 




    5 


     

    

[FORM OF REVERSE OF NOTE]


SUBORDINATED GLOBAL
MEDIUM-TERM NOTE, SERIES F


 


This Note is one of a duly authorized issue
of Subordinated Global Medium-Term Notes, Series F (the “Notes”), of the Issuer. The Notes are issuable under a Subordinated
Indenture, dated as of October 1, 2004, between the Issuer and The Bank of New York Mellon, a New York banking corporation (as
successor to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee,” which term includes any successor
trustee under the Subordinated Indenture) (as may be amended or supplemented from time to time, the “Subordinated Indenture”),
to which Subordinated 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
J.P. Morgan Trust Company, National Association) at its corporate trust office in The City of New York as the paying agent (the
“Paying Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect
to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Subordinated Indenture. To the extent not inconsistent herewith, the terms of the Subordinated
Indenture are hereby incorporated by reference herein.


 


Unless otherwise indicated on the face
hereof, this Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with
the provisions of the following two paragraphs, 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. 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. 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 Subordinated 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, 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 Paying Agent must receive at its corporate trust office in the Borough of Manhattan, The City of New York, at least 15 but


 




    6 


     

    

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 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 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 Paying Agent by such fifth Business Day. 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 otherwise provided 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 other obligations of
the Issuer hereunder will constitute part of the subordinated debt of the Issuer, will be issued under the Subordinated Indenture
and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Indenture,
to all “Senior Indebtedness” of the Issuer. The Subordinated Indenture defines “Senior Indebtedness” as
(i) obligations (other than non-recourse obligations, the debt securities, including this Note, issued under the Subordinated Indenture
or any other obligations specifically designated as being subordinate in right of payment to Senior Indebtedness) of, or guaranteed
or assumed by, the Issuer for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or obligation and (ii) if provided in the supplemental
indenture under which a series of Notes is issued or in the form of Note for such series, any additional obligations that the Issuer
determines to include within the definition of Senior Indebtedness in order to assure that the Notes of such series will be accorded
the regulatory capital recognition desired by the Issuer in accordance with Rule 15c3-1 under the Securities Exchange Act of 1934,
as amended, or any other rule or regulation governing the definition of capital that is applicable to the Issuer or its affiliates.


 


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


 


The Trustee has been appointed registrar
for the Notes (the “Registrar,” which term includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York a register for the registration and transfer of Notes. This Note may be transferred
at the aforesaid office of the Registrar by surrendering this Note for cancellation, accompanied by a written instrument of transfer
in form satisfactory to the Issuer and the Registrar and duly executed by the registered holder hereof in person or by the holder’s
attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal


 




    7 


     

    

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


 


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


 


The Subordinated Indenture provides that
(a) if an Event of Default (as defined in the Subordinated Indenture) pursuant to Section 5.01(c) of the Subordinated Indenture
is provided in a supplemental indenture relating to a series of debt securities issued under the Subordinated Indenture, including
the series of Subordinated Medium-Term Notes of which this Note forms a part (if such Event of Default is with respect to less
than all outstanding debt securities issued under the Subordinated Indenture), and such Event of Default 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 or if an Event of Default pursuant to Section 5.01(c) of the Subordinated Indenture is provided in a supplemental
indenture relating to a series of debt securities issued under the Subordinated Indenture, including the series of Subordinated
Medium-Term Notes of which this Note forms a part (if such Event of Default is with respect to all outstanding debt securities
issued under the Subordinated Indenture), and such Event of Default 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 Subordinated
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 or 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 Subordinated Indenture prior to the acceleration of payment of this Note,
the principal amount hereof shall equal the amount that would be due and


 




    8 


     

    

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 Subordinated 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.


 


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


 


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


 


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


 


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



 




    9 


     

    

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



 


		·	any combination of the items listed above.



 


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


 




    10 


     

    

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



 


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



 


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


 


The Subordinated 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 Subordinated Indenture then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that
the Issuer and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (i) extend
the final maturity of any such debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof, or change the currency of payment thereof, or
reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy, or modify or amend
the provisions for conversion of any currency into any other currency, or modify or amend the provisions for conversion or exchange
of the debt security for securities of the Issuer or other entities or for other property or the cash value of the property (other
than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance
with the terms thereof), or alter certain provisions of the Subordinated Indenture relating to debt securities not denominated
in U.S. dollars or impair or affect the rights of any holder of any series to institute suit for the payment thereof or (ii) reduce
the aforesaid percentage in principal amount of debt securities of any series the consent of the holders of which is required for
any such supplemental indenture; provided, however, that neither this Note nor the Subordinated Indenture may be amended to alter
the subordination provisions hereof or thereof without the written consent of each holder of Senior Indebtedness then outstanding
that would potentially be adversely affected thereby.


 


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


 




    11 


     

    

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


 


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


 


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


 


With respect to moneys paid by the Issuer
and held by the Trustee or any Paying Agent for 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 Subordinated
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 Subordinated Indenture or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any successor corporation, either directly or through
the Issuer or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.


 


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


 


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


 


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


 




    12 


     

    

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.


 




    13 


     

    

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.



 




    14 


     

    

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.







 


























    15