EXHIBIT 4-y


 


[FORM
OF FACE OF NOTE]


FLOATING RATE SENIOR NOTE


 





	REGISTERED	[PRINCIPAL AMOUNT] 
	No.   FLR	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


 





 






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 FLOATING


RATE
SENIOR NOTE 


SENIOR GLOBAL MEDIUM-TERM
NOTE, SERIES I


 


	BASE RATE:	ORIGINAL ISSUE DATE:	MATURITY DATE:
	INDEX MATURITY:	INTEREST ACCRUAL DATE:	INTEREST PAYMENT DATE(S):
	SPREAD (PLUS OR MINUS):	INITIAL INTEREST RATE:	INTEREST PAYMENT PERIOD:
	SPREAD MULTIPLIER:	INITIAL INTEREST RESET DATE:	INTEREST RESET PERIOD:
	REPORTING SERVICE:	MAXIMUM INTEREST RATE:	INTEREST RESET DATE(S):
	INDEX CURRENCY:	MINIMUM INTEREST RATE:	CALCULATION AGENT:
	EXCHANGE RATE AGENT: [MORGAN STANLEY & CO. LLC]	INITIAL REDEMPTION DATE:	SPECIFIED CURRENCY:
	 	INITIAL REDEMPTION PERCENTAGE:	IF
    SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN U.S. DOLLARS: [YES]3
	 	ANNUAL REDEMPTION PERCENTAGE REDUCTION:	DESIGNATED CMT REUTERS PAGE:
	 	OPTIONAL REPAYMENT DATE(S):	DESIGNATED CMT MATURITY INDEX:
	 	REDEMPTION
    NOTICE PERIOD: 4	 
	 	TAX
    REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]5	 
	 	IF YES, STATE INITIAL OFFERING DATE: [N/A]	
        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 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.

         





     2


     


    




 



3 Applies if this is a Registered Global
Security, unless arrangements are made with DTC outside of existing Letters of Representations, as has been the case in the past.





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





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


 




     3


     


    

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 _____]8 [amount specified in Schedule
A hereto]9 [the amount of cash, as determined in accordance with the provisions set forth under “[Payment
at Maturity]” above, due with respect to the principal sum of _____]10 on the Maturity Date specified
above (except to the extent redeemed or repaid prior to maturity) and to pay interest thereon from and including the
Interest Accrual Date specified above at a rate per annum equal to the Initial Interest Rate specified above or determined
in accordance with the provisions specified on the reverse hereof until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse hereof until
the principal hereof is paid or duly made available for payment. Unless such rate is otherwise specified on the face hereof,
the Calculation Agent shall determine the Initial Interest Rate for this Note in accordance with the provisions specified on
the reverse hereof. The Issuer will pay interest in arrears weekly, monthly, quarterly, semiannually or annually as
specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Interest Accrual Date specified above, and on the Maturity Date (or any redemption
or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as defined below, and
the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such second Interest
Payment Date; and provided, further, that if an Interest Payment Date (other than the Maturity Date or redemption or
repayment date) would fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest Payment Date
shall be the following day that is a Business Day, except that if the Base Rate specified above is LIBOR or EURIBOR and such
next Business Day falls in the next calendar month, such Interest Payment Date shall be the immediately preceding day that is
a Business Day; and provided, further, that if the Maturity Date or redemption or repayment date would fall on a day that is
not a Business Day, such payment shall be made on the following day that is a Business Day and no interest shall accrue for
the period from and after such Maturity Date or redemption or repayment date.


 


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]11
[15 calendar days prior to such Interest Payment Date (whether or not a Business Day)]12 (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.


 


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.


 


 






8 Applies if this Note is not issued as
part of, or in relation to, a Unit.





9 Applies if this Note is issued as part
of, or in relation to, a Unit. 


10 Applies if this Note has contingent payment.





11 Applies only for a Registered Global
Security. 


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


 




     4


     


    

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, and 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 days prior to the applicable payment date]13 [, 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]14; provided that,
if payment of principal, premium, if any, or interest 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 Senior Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


 





 






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





14 Applies only for a Registered Global
Security.


 



     5


     


    




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




     6


     


    

[FORM OF REVERSE OF NOTE]





SENIOR GLOBAL MEDIUM-TERM
NOTES, SERIES I


 


This Note is one of a
duly authorized issue of Senior Global Medium-Term Notes, Series I (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, a New
York banking corporation (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.) 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 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 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. Notice of redemption shall be mailed to the registered holders of the Notes
designated for redemption at their addresses as the same shall appear on the Note register not less than 30 nor more than 60 calendar
days prior to the date fixed for redemption or within the Redemption Notice Period specified on the face hereof, subject to all
the conditions and provisions of the Senior Indenture. In the event of redemption of this Note in part only, a new Note or Notes
for the amount of the unredeemed portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.


 


If so indicated on the
face of this Note, this Note will be subject to repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional Repayment Date, this Note will be repayable in
whole or in part in increments of $1,000 or, if this Note is denominated in a Specified Currency other than U.S. dollars, in
increments of 1,000 units of such Specified Currency (provided that any remaining principal amount hereof shall not be less
than the minimum authorized denomination hereof) at the option of the holder hereof at a price equal to 100% of the principal
amount to be repaid, together with interest accrued and unpaid hereon to the date of repayment. For this Note to be repaid at
the option of the holder hereof, the Paying Agent must receive at its corporate trust office in the Borough of Manhattan, The
City of New York, 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 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,


 




     7


     


    

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.


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 




     8


     


    

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:


 


		•	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.


 


This Note will bear interest
at the rate determined in accordance with the applicable provisions below by reference to the Base Rate shown on the face hereof
based on the Index Maturity, if any, shown on the face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the
Spread Multiplier, if any, specified on the face hereof. Commencing with the Initial Interest Reset Date specified on the face
hereof, the rate at which interest on


 




     9


     


    

this
Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (as used herein, the term
“Interest Reset Date” shall include the Initial Interest Reset Date). For the purpose of determining the Initial
Interest Rate, references in this paragraph, the next succeeding paragraph and, if applicable, clauses (i) and (ii) under
“Determination of EURIBOR” below to Interest Reset Date shall be deemed to mean the Original Issue Date. The
determination of the rate of interest at which this Note will be reset on any Interest Reset Date shall be made on the
Interest Determination Date (as defined below) pertaining to such Interest Reset Dates. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that (a) the interest rate in effect for the period
from the Interest Accrual Date to the Initial Interest Reset Date will be the Initial Interest Rate and (b) unless otherwise
specified on the face hereof, the interest rate in effect for the ten calendar days immediately prior to maturity, redemption
or repayment will be that in effect on the tenth calendar day preceding such maturity, redemption or repayment date. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding day that is a Business Day, except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR and
such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding
Business Day. 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”).


 





The
Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Federal
Funds Rate, Federal Funds (Open) Rate and Prime Rate shall be on the Business Day prior to the Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Commercial Paper
Rate and CMT Rate will be the second Business Day prior to such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for Notes bearing interest calculated by reference to the CMS Rate will be the second U.S. Government
Securities Business Day (as defined herein) prior to such Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to EURIBOR (or to LIBOR when the Index Currency is euros)
shall be the second TARGET Settlement Day prior to such Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to LIBOR (other than for LIBOR Notes for which the Index
Currency is euros) shall be the second London Banking Day prior to such Interest Reset Date, except that the Interest Determination
Date pertaining to an Interest Reset Date for a LIBOR Note for which the Index Currency is pounds sterling will be such Interest
Reset Date. As used herein, “London Banking Day” means any day on which dealings in deposits in the Index Currency
(as defined herein) are transacted in the London interbank market. The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week in which such Interest
Reset Date falls on which Treasury bills normally would be auctioned. Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that
the auction may be held on the preceding Friday; provided, however, that if an auction is held on the Friday of the week preceding
such Interest Reset Date, the Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following the date
of such auction. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to two or more base rates will be the latest Business Day that is at least two Business Days before the Interest Reset
Date for the applicable Note on which each base rate is determinable.
  


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


 


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


 




     10


     


    

Update, under the heading “Commercial Paper —
Nonfinancial.”


 


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


 


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


 


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


 


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


 





 


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


 


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


 


(“Reuters Page EURIBOR01”) as of 11:00 a.m.,
Brussels time.


 


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


 


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


 


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


 




     11


     


    

the Issuer), at approximately 11:00 a.m., Brussels
time, on the applicable Interest Reset Date for loans in euro to leading European banks for a period of time equivalent to the
Index Maturity specified on the face hereof commencing on that Interest Reset Date in a principal amount not less than the equivalent
of U.S.$1 million in euro.


 


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


 


“Euro-zone” means
the region comprised of Member States of the European Union that adopt the single currency in accordance with the relevant treaty
of the European Union, as amended.


 


Determination of the Federal
Funds Rate. If the Base Rate specified on the face hereof is the “Federal Funds Rate,” for any Interest Determination
Date, the Federal Funds Rate with respect to this Note shall be the rate on that date for U.S. dollar federal funds as published
in the H.15 Daily Update under the heading “Federal Funds (Effective)” as displayed on Reuters, or any successor service,
on page FEDFUNDS1 or any other page as may replace the applicable page on that service (“Reuters Page FEDFUNDS1”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 




     12


     


    

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



 


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


 


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


 


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


 


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


 


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


 


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


 


“Designated LIBOR Page”
means the display on Reuters, or any successor service, on page LIBOR01, or any other page as may replace that page on that service,
for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.


 


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


 


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


 




     13


     


    

(i) If the above rate is not
published in the H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent shall determine
the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Page
US PRIME 1, as defined below, as that bank’s Prime Rate or base lending rate as in effect for that Interest Determination
Date.


 


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


 


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


 


“Reuters Page US PRIME
1” means the display designated as page “US PRIME 1” on Reuters, or any successor service, or any other page
as may replace the US PRIME 1 page on that service for the purpose of displaying prime rates or base lending rates of major U.S.
banks.


 


Determination of Treasury Rate. If
the Base Rate specified on the face hereof is “Treasury Rate,” the Treasury Rate with respect to this Note shall
be:


 


(i) the rate from the Auction
held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury
Bills”) having the Index Maturity specified on the face hereof as that rate appears under the caption “INVEST RATE”
on the display on Reuters, or any successor service, on page USAUCTION10 or any other page as may replace page USAUCTION10 on that
service (“Reuters Page USAUCTION10”), or on page USAUCTION11 or any other page as may replace page USAUCTION11 on that
service (“Reuters Page USAUCTION11”); or


 


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


 


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


 


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


 


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


 


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


 




     14


     


    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     15


     


    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 


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


 


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


 


Unless otherwise indicated
on the face hereof, interest payments on this Note shall be the amount of interest accrued from and including the Interest Accrual
Date or from and including the last date to which interest has been


 




     16


     


    

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


 


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


 


This Note, and any Note
or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and, 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 amount in authorized denominations, subject to the terms and conditions set forth herein; provided,
however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of
or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note in whole
or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes
to the extent and during the period so provided in the Senior Indenture with respect to the redemption of Notes. Notes are exchangeable
at said 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


 




     17


     


    

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


 


The Senior Indenture
permits the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount
of the debt securities of all series issued under the Senior Indenture then outstanding and affected (voting as one class),
to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each
series so affected; provided that the Issuer and the Trustee may not, without the consent of the holder of each outstanding
debt security affected thereby, (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 Senior 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.


 


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


 




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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.


 


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 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, 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
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 Senior Indenture and not otherwise defined herein shall


 




     19


     


    

have
the meanings assigned to them in the Senior Indenture.


 




     20


     


    

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.



 


 



     22


     


    

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.




     23


     


    

[SCHEDULE A]15


 


GLOBAL
NOTE SCHEDULE OF EXCHANGES


 


The initial principal amount
of this Note is $_________________ . [In accordance with the [Unit Agreement dated [ ], 20[__] among the Issuer, The Bank of New
York Mellon, as Unit Agent, as Collateral Agent and as Trustee under the Indenture referred to therein and the Holders from time
to time of the Units described therein] [the Unit Agreement Without Holders’ Obligations dated as of [ ], 20[__], between
the Company and The Bank of New York Mellon, as Unit Agent, as Trustee and Paying Agent under the Indenture referred to therein,
and as Warrant Agent under the Warrant Agreement referred to therein], the following (A) reductions of the principal amount of
this Note by cancellation upon the application of such amount to the settlement of Purchase Contracts or the exercise of Warrants
or for any other reason or (B) exchanges of portions of this Note for an interest in a Note that has been separated from a Unit
(a “Separated Note”) have been made:]16 [The following (A) reductions of the principal amount of this Note
by cancellation upon the application of such amount to the settlement of Purchase Contracts or the exercise of Warrants or for
any other reason or (B) exchanges of an interest in a Note that is part of a Unit (an “Attached Unit Note”) for an
interest in this Note have been made:]17


 


	
        Date of Exchange or


        Cancellation

         
	 	
        Principal Amount


        Cancelled

	 	
        Principal Amount


        Exchanged For

        

        Separated Note (13)

	 	
        Reduced Principal Amount Outstanding
        Following Such Exchange or


        Cancellation

	 	
        Principal Amount of Attached Unit Note
        Exchanged For Interest


        in this Note(14)

	 	
        Increased Principal Amount of this Note
        Outstanding Following


        Such Exchange(14)

	 	
        Notation Made by or on


        Behalf of Paying Agent


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 





 






15 Schedule A needed only if this Note is
issued as part of, or in relation to, a Unit. 


16 Applies only if this Note remains part
of a Unit.





17 Applies only if this Note has been separated
from a Unit.


 




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