EXHIBIT 4-ii


 


[FORM OF FACE OF NOTE]



EURO SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE


 


	REGISTERED 

No. EFLRR	REGISTERED

ISIN:  [·]

Common Code:  [·]
	 	 
	 	[Principal Amount], 

as modified by Schedule I
	 	 
	 	 
	 	 


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 SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE]

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



EXtendible Liquidity SecuritiesSM (EXLsSM)


 


	Base Rate:	 	Original Issue Date:	 	Initial Maturity Date:	 
	 	 	 	 	 	 
	Index Maturity:	 	Interest Accrual Date:	 	Final Maturity Date:	 
	 	 	 	 	 	 
	Reporting Service:	 	Initial Interest Rate: 	 	Maturity Extension Date: 	 
	 	 	 	 	 	 
	Interest Payment Period:	 	Initial Interest Reset Date:	 	Interest Payment Date(s):	 
	 	 	 	 	 	 
	Extended Maturity Date:	 	Election Periods:	 	Interest Reset Period:	 
	 	 	 	 	 	 
	Spread (Plus Or Minus):	 	Maximum Interest Rate:	 	Interest Reset Date(s):	 
	 	 	 	 	 	 
	Spread Multiplier:	 	Minimum Interest Rate:	 	Principal Paying Agent and Calculation Agent:	 
	 	 	 	 	 	 
	Index Currency:	 	Initial Redemption Date:	 	 	 
	 	 	 	 	 	 
	Exchange Rate Agent:

[Morgan Stanley & Co. International plc]	 	Initial Redemption Percentage:	 	Denominations:	 
	 	 	 	 	 	 
	Incremental Spread Commencement Date:	 	Annual Redemption Percentage Reduction:  	 	Specified Currency:	 
	 	 	 	 	 	 
	Incremental Spread (Plus or Minus):	 	Optional Repayment  Date(s):  	 	If Specified Currency Other Than U.S. Dollars, Option To Select Payment In U.S. Dollars:	 
	 	 	 	 	 	 
	Redemption Dates:	 	Redemption Notice Period:2   	 	Designated Cmt Reuters Page:	 
	 	 	 	 	 	 
	Redemption Percentage:	 	Initial Offering Date:  	 	Designated Cmt Maturity Index:	 
	 	 	 	 	 	 
	Issued Under the New Safekeeping Structure (“NSS”):  [YES/NO]3	 	If This Is Issued Under the NSS, Intended To Be Held in a Manner that Would Allow Eligibility as Collateral for Eurosystem Intra-Day Credit and Monetary Policy Operations:  [YES]3	 	Tax Redemption and Payment of Additional Amounts: [NO]4	 

         

         

	 	 	 	 	 	 


 



 



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
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.





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



     2


     


    
 
 

	 	 	 	 	
        Other Provisions:

         

        The Holder of this Note and
        the owner of any beneficial interest herein, by their purchase of this Note or such beneficial interest herein, are hereby deemed
        to have consented to any amendment to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement
        No. ___ dated _______[, as amended by Amendment No. ___ thereto dated _____]5,
        and the prospectus supplement [, any index supplement or other supplement] and prospectus referred to therein, each related to
        this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment
        to this Note without any further consent thereto of the Holder hereof or of such owner.

         
	 


 



 






5
Applicable if there is an amendment to the pricing supplement filed with the Securities and Exchange Commission prior to settlement
of this Note.



     3


     


    

	Irrevocable Notice:	[Upon delivery of a notice electing to extend the maturity of this Note or any portion thereof to The Bank of New York Mellon, London Branch, such election shall be irrevocable. The holder of a Short-Term Note (as defined below) received as a consequence of the failure to make such election may not elect to exchange such Short-Term Note for an interest in this Note.]
	 	 
	Maturity Extension Period:	[18 calendar months, or if the last day of such period is not a Business Day, the Maturity Extension Period shall end on the first Business Day immediately preceding such day.]
	 	 
	Maturity Extension:	[This Note shall mature on the Initial Maturity Date, unless the maturity of all or any portion of the principal amount hereof is extended in accordance with the procedures described herein under “Option to Extend Maturity.”]
	 	 
	Option To Extend Maturity:	
        [During any Election Period, if the option to extend
        the maturity of this Note is exercised, the maturity of this Note, or of any portion of this Note having a principal amount of
        Euro               or any integral multiple of Euro in excess
        thereof for which such option has been exercised, shall be extended to the Maturity Extension Date occurring in the month eighteen
        months after the earliest to occur of the next               ,
                      ,               
        or                immediately succeeding such Election Period.
        In order to exercise the option to extend the maturity of all, or any portion, of the principal amount of this Note, the holder
        of this Note must deliver to The Bank of New York Mellon, London Branch during the relevant Election Period (and on or prior to
        5:00 p.m. (London time) on the last Business Day in such Election Period) (i) the form entitled “Option to Extend Maturity”
        included below duly completed and, in the event of an election to extend the maturity of only a portion of the principal amount
        of this Note, this Note 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 or terms, a statement that the option to elect extension of maturity is being exercised thereby, the principal
        amount hereof with respect to which such option is being exercised and a guarantee that the form entitled “Option to Extend
        Maturity” included below duly completed and, in the event of an election to extend the maturity of only a portion of the
        principal amount of this Note, this Note will be received by The Bank of New York Mellon, London Branch no later than five Business
        Days after the date of such telegram, telex, facsimile transmission or letter; provided that such telegram, telex, facsimile
        transmission or letter shall not be effective unless this Note (if required to be surrendered as aforesaid) and such form duly
        completed are received by The Bank of New York Mellon, London Branch by such fifth Business

         





     4


     


    

		
        Day. Such option may be exercised by the holder for
        less than the entire principal amount hereof provided that the principal amount for which such option is not exercised is
        at least Euro                or any larger amount that is
        an integral multiple of Euro              .]

        

        [If the option to extend the maturity of any portion
        hereof is not duly exercised within any Election Period, a new Note or Notes in the form attached hereto as Exhibit A (each, a
        “Short-Term Note”) for all or that portion of the principal amount hereof as to which such option to extend has not
        been made and having as its or their “Maturity Date” (as such term is used in each such Short-Term Note) the Extended
        Maturity Date or, if the option to extend the maturity of this Note has not previously been duly exercised as to such portion of
        the principal amount hereof, the Initial Maturity Date shall be issued on the Interest Payment Date immediately succeeding such
        Election Period in the name of the holder hereof, subject to delivery of this Note to The Bank of New York Mellon, London Branch,
        and Schedule I hereto shall be annotated as of the Interest Payment Date immediately succeeding such Election Period to reflect
        the corresponding decrease in the principal amount hereof. The failure to elect to extend the maturity of all or any portion of
        this Note will be irrevocable and will be binding upon any subsequent holder of this Note.]

        

        [The Issuer and the Trustee shall deem this Note cancelled
        as to any portion of the principal amount hereof for which a duly completed form entitled “Option to Extend Maturity”
        and, if applicable, this Note are not delivered to The Bank of New York Mellon, London Branch within the applicable Election Period
        in accordance with the terms of this Note.]

        

        [The maturity of this Note will not be extended beyond
        the Final Maturity Date stated above.]

         





     5


     


    

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 amount specified in Schedule I hereto on the Initial Maturity Date specified above (except
to the extent previously redeemed or repaid) or, to the extent the maturity date of any portion of the principal amount of this
Note is extended in accordance with the procedures set forth herein to an Extended Maturity Date, as defined above, on such Extended
Maturity Date (except to the extent such portion is redeemed or repaid prior to such Extended Maturity Date) and to pay interest
on the principal amount hereof outstanding from time to time, from 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 but excluding the date on which (a) the principal hereof is paid or duly made available for
payment or (b) this Note has been canceled in accordance with the provisions set forth below. 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 Initial Maturity Date or the Extended Maturity Date, as the case may be (each, a “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; provided, further, that if an Interest Payment Date or the Maturity Date or a redemption or repayment date
would fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest Payment Date, Maturity Date, redemption
date or repayment 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, the Interest Payment Date, Maturity Date, redemption date
or repayment date shall be the immediately preceding day that is a Business Day. 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 [____________].]6


 


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 (i) the principal hereof has been paid
or duly made available for payment or (ii) this Note has been canceled in accordance with the provisions set forth 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]7 [on the date 15 calendar
days prior to such Interest Payment Date (whether or not a Business Day) (each such date, a “Record Date”)]8;
provided, however, that interest payable at maturity (or on 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 on 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 Principal Paying Agent, as defined on the reverse hereof,
or at the office or agency of such other paying agent as the Issuer may determine (each, a “Paying Agent,” which term
shall include the Principal Paying Agent). U.S. dollar payments of interest, other than interest due at maturity or on any date
of redemption or repayment, will be made by United States 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


 


 


 





 






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


7
Applies only if this Note is a global registered note





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





     6


     


    

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 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, and the holder does not elect (in whole or in part) to receive payment in U.S. dollars pursuant
to the next succeeding paragraph, payments of principal, premium, if any, or interest with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the holder hereof with a bank located outside the United
States if appropriate wire transfer instructions have been received by the Principal Paying Agent in writing, with respect to payments
of interest, on or prior to [the fifth Business Day prior to the applicable Record Date ]9
[the fifth Business Day after the applicable Record Date]10
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; 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]11 [the fifth
Business Day after such Record Date]12
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.


 


If this Note ceases to be held by a common
depositary for Euroclear Bank SA/NV, as operator of the Euroclear system, and Clearstream Banking S.A., this Note will be exchanged
for one or more Notes of authorized denominations having an aggregate principal amount equal to the principal amount of this Note
as then shown on Schedule I hereto, which new Notes shall otherwise have the same terms as this Note, except that the provisions
of such new Notes regarding the extension of the maturity thereof shall be modified to the extent appropriate for notes not required
to be held in a securities depositary; provided that the respective rights and obligations of the Issuer and the holders
of such new Notes shall be the same in all material respects as the respective rights and obligations of the


 





 






9
Applies only if this Note is a global registered note





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


 






     7


     


    

Issuer
and the holder of this Note. Such new Notes shall have stated principal amounts and shall be registered in the names of the persons
then having a beneficial interest in this Note or in the names of their nominees.


 


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


 


 


 





 



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





     8


     


    

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




     9


     


    

[FORM OF
REVERSE OF NOTE] 


EURO SENIOR REGISTERED
FLOATING RATE RENEWABLE 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 Office (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). 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 the authorized
denominations specified on the face hereof (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 (except as provided 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


 




     10


     


    

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.


 


This Note will bear interest at the rate
determined in accordance with the applicable provisions below by reference to the Base Rate specified on the face hereof based
on the Index Maturity, if any, specified on the face hereof (i) (A) plus or minus the Spread, if any, specified on the face hereof
and (B) for any period on or after the Incremental Spread Commencement Date, if any, specified on the face hereof, plus or minus
the Incremental Spread, if any, specified on the face hereof or (ii) multiplied by the Spread Multiplier, if any, specified on
the face hereof. Commencing with the Initial Interest Reset Date specified on the face hereof, the rate at which interest on this
Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (as used herein, the term “Interest
Reset Date” shall include the Initial Interest Reset Date). 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 Date. 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 specified on the face hereof 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 in 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 (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


 




     11


     


      


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 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 mentioned 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:


 


	Money Market Yield =	D x 360	x 100
	360 – (D x M)


 


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:


 




     12


     


    

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


 


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


 


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


 


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


 




     13


     


    

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


 


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



 


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



 


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



 


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


 


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


 


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


 




     14


     


    

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


 


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


 


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


 


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


 


(i) If the above rate is not published
in the H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent shall determine the Prime
Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Page US PRIME
1, as defined below, as that bank’s Prime Rate or base lending rate, as of 11:30 a.m. New York City time, as in effect for
that Interest Determination Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)       in
the event that 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


 




     15


     


    

Agent
as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York
City time, on the applicable Interest Determination Date, of three primary U.S. government securities dealers, which may include
the initial dealer and its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; or


 


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


 


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


 


	Bond Equivalent Yield	=	D x N	x	100
	360 - (D x M)


 


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 information 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 another affiliate, 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


 




     16


     


    

equally close to the Designated CMT Maturity
Index, the quotes for the Treasury Note with the shorter remaining term to maturity shall be used.


 


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


 


(iv)       If
three or four, and not five, of the Reference Dealers are quoting as described in (iii) above, then the CMT Rate 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 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).


 




     17


     


    

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


 





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







 


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


 


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


 


Unless otherwise indicated on the face
hereof, interest payments on this Note shall be the amount of interest accrued from and including the Interest Accrual Date or
from and including the last date to which interest has been paid or duly provided for, to but excluding the Interest Payment Dates
or Maturity Date (or any earlier redemption or repayment date), as the case may be. Accrued interest hereon for any period shall
be the sum of the products obtained by multiplying the interest factor calculated for each day in such period by the principal
amount hereof shown on Schedule I hereto for each such day; provided that for the purpose of calculating the amount of interest
payable hereon, any decrease in the principal amount hereof attributable to the failure to duly extend the maturity of this Note
or any portion of this Note during any Election Period shall be effective on and as of the first Interest Payment Date immediately
succeeding such Election Period.


 


Unless otherwise specified on the face
hereof, the interest factor for each such day 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% 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. 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 is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which is an authorized denomination 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 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


 




     18


     


    

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 charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge
in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory
to the Issuer and the Registrar and executed by the registered holder in person or by the holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss
of interest results from such exchange or transfer.


 


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


 


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 such 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



 




     19


     


    

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.



 


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:


 




     20


     


    

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



 


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



 


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


 


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


 


The Senior Indenture permits the Issuer
and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities
of all series issued under the Senior Indenture then outstanding and affected (voting as one class), to execute supplemental indentures
adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (a) extend
the final maturity of any such debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof, or change the currency of payment thereof, or
modify or amend the provisions for conversion of any currency into any other currency, or reduce the amount of any original issue
discount security payable 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


 




     21


     


    

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 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 these Notes.


 


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


 


With respect to moneys paid by the Issuer
and held by the Trustee or any Paying Agent for the 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


 




     22


     


    

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 “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;


 


(b)       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


 


(c)       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.


 




     23


     


    

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.


 


 





     24


     


    

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.




     25


     


    

OPTION TO EXTEND MATURITY


 


The undersigned hereby elects to extend
the maturity of the Morgan Stanley Global Medium-Term Notes, Series [J/K], Euro Senior Registered Floating Rate Renewable Notes,
EXtendible Liquidity Securities, No. EFLRR__ (ISIN [                                         ];
Common Code [                                        ])
(or the portion thereof specified below) with the effect provided in said Note by surrendering said Note to The Bank of New York
Mellon, London Branch, One Canada Square, London E14 5AL, England, or such other address of which the Issuer shall from time to
time notify the holders of the Notes in the event of an election to extend the maturity of only a portion of the principal amount
of said Note, together with this form of “Option to Extend Maturity” duly completed by the holder of said Note.


 


If the option to extend the maturity of
less than the entire principal amount of said Note is elected, specify the portion of said Note (which shall be [                                         ]
or an integral multiple of [                                   ]
in excess thereof) as to which the holder elects to extend the maturity [                                    ]
________; and specify the denomination or denominations (which shall be [                                    ]
or an integral multiple of [                                   ]
in excess thereof) of the Notes in the form attached to said Note as Exhibit A to be issued to the holder for the portion of said
Note as to which the option to extend the maturity is not being elected (in the absence of any such specification one such Note
in the form of said Exhibit A will be issued for the portion as to which the option to extend maturity is not being made) Euro
________.


 


	Dated: ______________________________________	 	 
	 	 	NOTICE: The signature on this Option to Extend Maturity must correspond with the name as written upon the face of the Note in every particular, without alteration or enlargement or any change whatever.




     26


     


    

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.

         





     27


     


    

SCHEDULE I


 


SCHEDULE OF EXCHANGES


 


The initial principal amount of this Note
is [            ]. The following exchanges of a portion of this Note
for an interest in a Short-Term Note and the following exchanges of an interest in a Short-Term Note for an interest in this Note
have been made:


 


	
        Date
of Exchange 
	 	
        Principal
Amount Exchanged for Short-Term Note 
	 	
        Reduced
Principal Amount Outstanding Following

Such Exchange 
	 	
        Notation
Made by or on

Behalf of Trustee 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 




    Schedule I-1


     


    

EXHIBIT A TO EURO SENIOR REGISTERED
FLOATING RATE

RENEWABLE NOTE

(Short-Term Note)


 


[FORM OF FACE OF NOTE]


 


	REGISTERED	REGISTERED
	No. EFLRR	ISIN: [            ]


Common Code: [    ]


 


Euro _________


 


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.15


 


 


 


 






15
If this Note is offered in Japan or denominated in Japanese Yen, appropriate legends need to be added.




    A-1


     


    

MORGAN STANLEY

[EURO SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE]

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


 


	BASE RATE	ORIGINAL ISSUE DATE	MATURITY DATE
	REPORTING SERVICE	INTEREST ACCRUAL DATE

[Insert date of issuance of Short-term Note.]	INTEREST PAYMENT DATES
	INDEX MATURITY	INITIAL INTEREST RESET DATE	INTEREST RESET PERIOD
	SPREAD (PLUS OR MINUS)	INTEREST PAYMENT PERIOD	INTEREST RESET DATE(S)
	INITIAL OFFERING DATE	INITIAL INTEREST RATE	PRINCIPAL PAYING AGENT AND CALCULATION AGENT
	SPECIFIED CURRENCY	MAXIMUM INTEREST RATE	DENOMINATIONS
	INCREMENTAL SPREAD (PLUS OR MINUS)	MINIMUM INTEREST RATE	IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS. OPTION TO ELECT PAYMENT IN U.S. DOLLARS
	INCREMENTAL SPREAD COMMENCEMENT DATE	EXCHANGE RATE AGENT

[Morgan Stanley & Co. International plc]	OPTIONAL REPAYMENT DATE(S)
	 	 	 
	INITIAL REDEMPTION DATE	DESIGNATED CMT MATURITY INDEX	DESIGNATED CMT REUTERS PAGE
	INITIAL REDEMPTION PERCENTAGE	ANNUAL REDEMPTION PERCENTAGE REDUCTION	REDEMPTION NOTICE PERIOD
	REDEMPTION DATES	REDEMPTION PERCENTAGE	TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]16
	
        OTHER PROVISIONS:

         

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

         
	ISSUED UNDER THE NEW SAFEKEEPING STRUCTURE (“NSS”): [YES/NO]18	IF THIS IS ISSUED UNDER THE NSS, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND MONETARY POLICY OPERATIONS: [YES]16


 



 



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


    A-2


     


    

	dated _____]17,
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.	 	 


 
 
 



 



18
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. 


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








 





 


 



    A-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                 ,
on the Maturity Date specified above (except to the extent previously redeemed or repaid) and to pay interest on the principal
amount hereof outstanding from time to time, from the Interest Accrual Date specified above at a rate per annum equal to the Initial
Interest Rate, as defined below, until the Initial Interest Reset Date specified above, and thereafter at a rate per annum determined
in accordance with the provisions specified on the reverse hereof until but excluding the date on which the principal hereof is
paid or duly made available for payment, together with the unpaid amount of interest, if any, payable on the principal amount hereof
during the period that the Issuer’s obligation to pay such principal amount was evidenced by a predecessor Note (the “Renewable
Note”), which amount shall be payable on the first date succeeding the Interest Accrual Date specified above on which interest
on this Note is paid and shall be payable to the person receiving such interest payment. The Issuer will pay interest hereon 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; provided, further, that if an Interest Payment Date or the Maturity
Date or a redemption or repayment date would fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest
Payment Date, Maturity Date, redemption date or repayment 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, the Interest Payment
Date, Maturity Date, redemption date or repayment date shall be the immediately preceding day that is a Business Day. As used herein,
“Initial Interest Rate” means the rate of interest determined in accordance with the provisions of the Renewable Note
(i) on the Interest Reset Date with respect to the Renewable Note occurring on the Interest Accrual Date specified above or (ii)
if no such Interest Reset Date occurred on the Interest Accrual Date, on the Interest Reset Date with respect to the Renewable
Note occurring immediately preceding the Interest Accrual 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 [____________].]19


 


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 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]20
[on the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day) (each such date a “Record
Date”)]21; provided,
however, that interest payable at maturity (or on 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 on 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 Principal Paying Agent, as defined on the reverse hereof,
or at the office or agency of such other paying agent as the Issuer may determine (each, a “Paying Agent,” which term
shall include the Principal Paying Agent). U.S. dollar payments of interest, other than interest due at maturity or on any date
of redemption or repayment, will be made by United States 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


 


 





 



19
Applies only if this Note is issued under the NSS.





20
Applies only if this Note is a global registered note





21
Applies only if this Note is not a global registered note





    A-4


     


    

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 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, and the holder does not elect (in whole or in part) to receive payment in U.S. dollars pursuant
to the next succeeding paragraph, payments of principal, premium, if any, or interest with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the holder hereof with a bank located outside the United
States if appropriate wire transfer instructions have been received by the Principal Paying Agent in writing, with respect to payments
of interest, on or prior to [the fifth Business Day prior to the applicable Record Date]22
[the fifth Business Day after the applicable Record Date]23
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; 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 after
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.


 


If this Note ceases to be held by a common
depositary for Euroclear Bank SA/NV, as operator of the Euroclear system, and Clearstream Banking S.A., this Note will be exchanged
for one or more Notes of authorized denominations having an aggregate principal amount equal to the principal amount of this Note,
which new Notes shall otherwise have the same terms as this Note; provided that the respective rights and obligations of
the Issuer and the holders of such new Notes shall be the same in all material respects as the respective rights and obligations
of the Issuer and the holder of this Note. Such new Notes shall have stated principal amounts and shall be registered in the names
of the persons then having a beneficial interest in this Note or in the names of their nominees.


 


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.


 


 





 



22
Applies only if this Note is a global registered note





23
Applies only if this Note is not a global registered note





    A-5


     


    

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.]24


 


 


 






24
Applies only if this Note is issued under the NSS.




    A-6


     


    

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


 


	 	 	MORGAN STANLEY
	 	 	 
	 	 	 
	Dated:	 	 	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





SAFEKEEPER25


 


This Note is effectuated.


 


[COMMON SAFEKEEPER]


 


 





	By:	 
	 	Authorized Signatory


 


 


 






25
An effectuation block is only applicable if this Euro Senior Registered Floating Rate Renewable Note is intended to be issued under
the NSS.



    A-7


     


    




 


[FORM OF REVERSE OF NOTE]


 


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, 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 principal amount hereof, together with interest
accrued and unpaid hereon to the date of redemption (except as provided 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 the authorized
denominations specified on the face hereof (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 (except as provided 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


 




    A-8


     


    

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.


 


This Note will bear interest at the rate
determined in accordance with the applicable provisions below by reference to the Base Rate specified on the face hereof based
on the Index Maturity, if any, specified on the face hereof (i) (A) plus or minus the Spread, if any, specified on the face hereof
and (B) for any period on or after the Incremental Spread Commencement Date, if any, specified on the face hereof, plus or minus
the Incremental Spread, if any, specified on the face hereof or (ii) multiplied by the Spread Multiplier, if any, specified on
the face hereof. Commencing with the Initial Interest Reset Date specified on the face hereof, the rate at which interest on this
Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (as used herein, the term “Interest
Reset Date” shall include the Initial Interest Reset Date). The determination of the rate of interest at which this Note
will be reset on any Interest Reset Date shall be made on the Interest Determination Date (as defined below) pertaining to such
Interest Reset Date. The Interest Reset Dates will be the Interest Reset Dates specified on the face hereof; provided, however,
that (i) the interest rate in effect for the period from the Interest Accrual Date to the Initial Interest Reset Date specified
on the face hereof will be the Initial Interest Rate and (ii) 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. 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 in 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 (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



 




    A-9


     


    

 


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 will be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day immediately preceding the applicable Interest Payment Date or Maturity Date (or, with respect to any principal amount
to be redeemed or repaid, any redemption or repayment date), as the case may be.


 


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


 


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


 


(i)       If
by 3:00 p.m., New York City time, on that Calculation Date the rate above 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 mentioned 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:


 


	Money Market Yield	=	D x 360	=	x	100
	360 - (D x M)


 


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


 




    A-10


     


    

interbank
market for the Index Maturity specified on the face hereof commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S.$1 million in euro that is representative of a single transaction in euro, in that
market at that time. If at least two quotations are provided, EURIBOR shall be the arithmetic mean of those quotations.


 


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


 


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



 




    A-11


     


    

Page on Bloomberg L.P. (“Bloomberg”),
which is the Fed Funds Opening Rate as reported by Prebon Yamane, or any successor service, on Bloomberg.


 


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



 


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



 


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


 


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


 


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


 




    A-12


     


    

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


 


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


 


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


 


(i)       If
the above rate is not published in the H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the Calculation
Agent shall determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears
on the Reuters Page US PRIME 1, as defined below, as that bank’s Prime Rate or base lending rate, as of 11:30 a.m. New York
City time, as in effect for that Interest Determination Date.


 


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


 


(iii)       If
the banks selected are not quoting as described in (iii) above, the Prime Rate 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)       in
the event that 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 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


 




    A-13


     


    

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 (v), the Treasury Rate for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.


 


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


 


	Bond Equivalent Yield	=	D x N	x	100
	360 - (D x M)


 


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 published, or if not displayed on the relevant page 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.


 




    A-14


     


    

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


 


(iv)       If
three or four, and not five, of the Reference Dealers are quoting as described in (iii) above, then the CMT Rate 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 shall
be 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 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


 




    A-15


     


    

calculate
the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will
in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law
of general application.


 


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


 


Unless otherwise indicated on the face
hereof, interest payments on this Note shall be the amount of interest accrued from and including the Interest Accrual Date or
from and including the last date to which interest has been paid or duly provided for, to but excluding the Interest Payment Dates
or Maturity Date (or any earlier redemption or repayment date), as the case may be. Accrued interest hereon for any period shall
be the sum of the products obtained by multiplying the interest factor calculated for each day in such period by the principal
amount hereof.


 


Unless otherwise specified on the face
hereof, the interest factor for each such day 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% 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. 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 is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which is an authorized denomination 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 the London office of the Registrar by surrendering this Note for
cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and duly executed
by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Registrar
shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions
and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein;
provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that
has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register
the transfer of or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase
such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer
of or exchange Notes to the extent and during the period so provided in the Senior Indenture with respect to the redemption of
Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount
having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of 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.


 




    A-16


     


    

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


 


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 such 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;



 




    A-17


     


    

		·	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.



 


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


 




    A-18


     


    

partnership
or a beneficial owner who would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial
owner held its interest in this Note directly.


 


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


 


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


 




    A-19


     


    

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. International Limited, 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 these Notes.


 


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


 


With respect to moneys paid by the Issuer
and held by the Trustee or any Paying Agent for the 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:


 




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(a)       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;


 


(b)       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


 


(c)       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 Extend Maturity
        must correspond with the name as written upon the face of the Note in every particular, without alteration or enlargement or any
        change whatever.

         



 






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