EXHIBIT 4-gg


 


[FORM OF FACE OF NOTE]


 


EURO FIXED RATE SENIOR
REGISTERED NOTE


 


REGISTERED REGISTERED


 


No. EFXRR[PRINCIPAL AMOUNT]


 


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


 





 



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


 




     



    


    


 


MORGAN STANLEY

EURO FIXED RATE SENIOR REGISTERED NOTE

MEDIUM-TERM NOTE, SERIES [J/K]


 


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

[Morgan Stanley & Co. International plc]	 	REDEMPTION NOTICE PERIOD:2	 	CLEARSTREAM NO.:	 	APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR REDEMPTION:
	 	 	PRICE APPLICABLE UPON OPTIONAL REPAYMENT:3	 	COMMON CODE:	 	If yes, state Issue Price:
	ISIN:	 	ORIGINAL YIELD TO MATURITY:	 	INITIAL OFFERING DATE:	 	TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]4
	ISSUED UNDER THE NEW SAFEKEEPING STRUCTURE (“NSS”): [YES/NO]5	 	IF THIS IS ISSUED UNDER THE NSS, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND 	 	
        OTHER PROVISIONS6:

         

        The Holder of this Note and the owner
of any beneficial interest herein, by their purchase of this Note or such beneficial interest herein, are hereby deemed to have
consented to any amendment to this Note that conforms
	 	 



 





 



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


3
Applies if this Note has optional repayment and is issued with original issue discount.


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


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


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



 






    2 



    


    

 


	 	 	MONETARY POLICY OPERATIONS: [YES]5	 	the terms of this Note to the terms as set forth in Pricing Supplement No. ___ dated
_______[, as amended by Amendment No. ___ thereto dated _____]7,
and the prospectus supplement [, any index supplement or other supplement] and prospectus referred to therein, each related to
this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment
to this Note without any further consent thereto of the Holder hereof or of such owner.	 	 


 


Morgan Stanley, a Delaware corporation
(together with its successors and assigns, the “Issuer”), for value received, hereby promises to pay to _______________________,
or registered assignees, the principal sum of ____________, on the Maturity Date specified above (except to the extent previously
redeemed or repaid) and to pay interest thereon at the Interest Rate per annum specified above from and including the Interest
Accrual Date specified above until but excluding the date the principal amount is paid or duly made available for payment (except
as provided below) weekly, monthly, quarterly, semi-annually or annually in arrears on the Interest Payment Dates specified above
in each year commencing on the Interest Payment Date next succeeding the Interest Accrual Date specified above, and at maturity
(or on any redemption or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as
defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date
succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such second Interest
Payment Date. The register maintained by the Registrar (as defined below) shall be conclusive as to the aggregate principal amount
of this Note. [This is to certify that the person whose name is entered in the register is the holder of the aggregate nominal
amount of [____________].]8


 


Interest on this Note will accrue from
and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has
been paid or duly provided for, from and including the Interest Accrual Date, until but excluding the date the principal hereof
has been paid or duly made available for payment (except as provided below). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close of business [on the Clearing System Business Day before
such Interest Payment Date (the “Record Date”), where “Clearing System Business Day” means a day on which
each clearing system for which this Global Registered Security is being held is open for business]9
[on the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day (as defined on the reverse of
this


 





 



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


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


9
Applies only if this Note is a global registered note



 




    3 



    


    

 


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


 


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


 


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


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, and, if this Note is intended to
be issued under the NSS, unless this Note has been effectuated by a common safekeeper appointed by Euroclear Bank 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.]13


 





 



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


11
Applies only if this Note is a global registered note


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


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



 




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


 


DATED:


	 	MORGAN STANLEY
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


TRUSTEE'S
CERTIFICATE

OF AUTHENTICATION


 


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


 


	THE BANK
    OF NEW YORK MELLON, as Trustee	 
	 	 
	 	 
	By:	 	 
	 	Authorized Signatory	 


 


 


EFFECTUATION BY COMMON


SAFEKEEPER14


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 


	By:	 	 
	 	[Authorized Signatory]	 



 





 



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


 



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[FORM OF REVERSE OF NOTE] 


MEDIUM-TERM NOTE, SERIES
[J/K]


 


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


 


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


 


If so indicated on the face hereof, this
Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial Redemption Date specified on the face
hereof on the terms set forth on the face hereof, together with interest accrued and unpaid hereon to the date of redemption (except
as indicated below). If this Note is subject to “Annual Redemption Percentage Reduction,” the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as provided below). If the face hereof indicates that
this Note is subject to “Modified Payment upon Acceleration, Repayment or Redemption,” the amount of principal payable
upon redemption will be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on
the face hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount accrued from the
Interest Accrual Date to the date of redemption (expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield method (as described below). Notice of redemption shall
be mailed to the registered holders of the Notes designated for redemption at their addresses as the same shall appear on the Note
register not less than 30 nor more than 60 calendar days prior to the date fixed for redemption or within the Redemption Notice
Period specified on the face hereof, subject to all the conditions and provisions of the Senior Indenture. In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.


 


If so indicated on the face of this Note,
this Note will be subject to repayment at the option of the holder on the Optional Repayment Date or Dates specified on the face
hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall not be less than the minimum authorized denomination
hereof) at the option of the holder hereof at a price equal to 100% of the principal amount to be


 




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repaid, together with interest accrued and
unpaid hereon to the date of repayment (except as provided below), provided that if the face hereof indicates that this
Note is subject to “Modified Payment upon Acceleration, Repayment or Redemption”, the amount of principal payable upon
repayment will be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount accrued from the Interest
Accrual Date to the date of repayment (expressed as a percentage of the aggregate principal amount), with the amount of original
issue discount accrued being calculated using a constant yield method (as described below). For this Note to be repaid at the option
of the holder hereof, the Principal Paying Agent must receive at its office in London, at least 15 but not more than 30 calendar
days prior to the date of repayment, (i) this Note with the form entitled “Option to Elect Repayment” below duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial
Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States, Western Europe or Japan setting
forth the name of the holder of this Note, the principal amount hereof, the certificate number of this Note or a description of
this Note's tenor and terms, the principal amount hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly
completed, will be received by the Principal Paying Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Principal Paying Agent by such fifth Business Day. Unless otherwise indicated
on the face of this Note, exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment
of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon the cancellation hereof.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


If the face hereof indicates that this
Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be redeemed, as a whole, at the
option of the Issuer at any time prior to maturity, upon the giving of a Notice of redemption as described below, at a redemption
price equal to 100% of the principal amount hereof, together with accrued interest to the date fixed for redemption (except that
if this Note is subject to “Modified Payment upon Acceleration, Repayment or Redemption,” such redemption price would
be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue discount accrued from the Interest Accrual Date to the
date of redemption (expressed as a percentage of the aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described below)), if the Issuer determines that, as a result of any change
in or amendment to the laws (including a holding, judgment or as ordered by a court of competent jurisdiction), or any regulations
or rulings promulgated thereunder, of the United States or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment occurs, becomes effective or, in the case of a change in official position, is announced on
or after the Initial Offering Date hereof, the Issuer has or will become obligated to pay Additional Amounts, as defined below,
with respect to this Note as described below. Prior to the giving of any Notice of redemption pursuant to this paragraph, the Issuer
shall deliver to the Trustee (i) a certificate stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred, and (ii) an opinion
of independent legal counsel satisfactory to the Trustee to such effect based on such statement of facts; provided that no such
Notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the Issuer would be obligated
to pay such Additional Amounts if a payment in respect of this Note were then due.


 


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


 


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


 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		·	any combination of the items listed above.



 




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


 


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



 


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



 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


As used herein:


 


(a) the term “Business Day”
means any day, other than a Saturday or Sunday, (i) that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York or London or (y) if this Note is denominated in
a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal financial center of the country of the
Specified Currency, or (z) if this Note is denominated in Australian dollars, in Sydney and (ii) if this Note is denominated in
euro, that is also a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (“TARGET”),
which utilizes a single shared platform and was launched on November 19, 2007, is open for the settlement of payment in euro (a
“TARGET Settlement Day”);


 


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


 


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


 




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Notices will be deemed to have been given
on the date of such publication (or other transmission, as applicable), or if published in such newspapers on different dates,
on the date of the first such publication;


 


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


 


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


 


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


 




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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.



 






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