EXHIBIT 4-bb


 


[FORM OF FACE OF NOTE]

FLOATING RATE SUBORDINATED NOTE


 


	REGISTERED 	REGISTERED
	No. FLR	[PRINCIPAL AMOUNT]
	 	CUSIP:


 


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


 


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


 


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


 


 


______________________



 


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


 


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


 






    1 


     

    

 


MORGAN STANLEY


 


FLOATING RATE SUBORDINATED NOTE

SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES F






 


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



 


 


______________________









 


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


 


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


 


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




 



    2 


     

    
 


	 	 	___ dated _______[, as amended by Amendment No. ___ thereto dated _____]6, and the prospectus
    supplement [, any index supplement or other supplement] and prospectus referred to therein, each related to this Note and
    filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment to
    this Note without any further consent thereto of the Holder hereof or of such owner.


 


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


 


Interest on this Note will accrue from
and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly
provided for, from and including the Interest Accrual Date, until but excluding the date the principal hereof has been paid or
duly made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the date [one Business Day prior to such Interest Payment Date]7
[15 calendar days prior to such Interest Payment Date (whether or not a Business Day)]8 (each such date, a “Record
Date”); provided, however, that interest payable at maturity (or any redemption or repayment date) shall be payable to the
person to whom the principal hereof shall be payable.


 


______________________









 


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


 


7 Applies only for a Registered Global Security.


 


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




 




    3 


     

    

 


Payment of the principal of, premium, if
any, and interest on this Note due at maturity (or any redemption or repayment date), unless this Note is denominated in a Specified
Currency other than U.S. dollars and is to be paid in whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained
for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine,
in U.S. dollars. U.S. dollar payments of interest, other than interest due at maturity or on any date of redemption or repayment,
will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note
register. A holder of U.S. $10,000,000 (or the equivalent in a Specified Currency) or more in aggregate principal amount of Notes
having the same Interest Payment Date, the interest on which is payable in U.S. dollars, shall be entitled to receive payments
of interest, other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days
prior to the applicable Interest Payment Date.


 


If this Note is denominated in a Specified
Currency other than U.S. dollars, and the holder does not elect (in whole or in part) to receive payment in U.S. dollars pursuant
to the next succeeding paragraph, payments of principal, premium, if any, and interest with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the holder hereof with a bank located outside the United
States if appropriate wire transfer instructions have been received by the Paying Agent in writing [not less than 15 calendar
days prior to the applicable payment date]9 [, with respect to payments of interest, on or prior to the fifth Business
Day prior to the applicable Record Date and, with respect to payments of principal or any premium, at least ten Business Days
prior to the Maturity Date or any redemption or repayment date, as the case may be];10 provided that, if payment of
principal, premium, if any, or interest with regard to this Note is payable in euro, the account must be a euro account in a country
for which the euro is the lawful currency, provided, further, that if such wire transfer instructions are not received, such payments
will be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register; and provided, further, that payment of the principal of, premium, if any, and interest on this
Note due at maturity (or on any redemption or repayment date) will be made upon surrender of this Note at the office or agency
referred to in the preceding paragraph.


 


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


 


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


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place, including, without limitation, the


 


______________________










 


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


 


10 Applies only for a Registered Global Security.




 




    4 


     

    

 


provisions
relating to the subordination of this Note to the Issuer’s Senior Indebtedness, as defined on the reverse hereof.


 


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


 


 


 




    5 


     

    

 


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
        Subordinated Indenture.

         

        THE BANK OF NEW YORK MELLON,

        as Trustee

         

	By:	 
	 	Authorized Signatory


 



    6 


     

    

 


[FORM OF REVERSE OF NOTE]


SUBORDINATED GLOBAL
MEDIUM-TERM NOTE, SERIES F


 


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


 


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


 


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


 


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


 




    7 


     

    

 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 




    8 


     

    

 


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



 


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



 


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



 


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



 


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



 


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



 


		·	any combination of the items listed above.



 


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


 


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



 


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



 


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


 


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


 




    9 


     

    

 


determination
of the rate of interest at which this Note will be reset on any Interest Reset Date shall be made on the Interest Determination
Date (as defined below) pertaining to such Interest Reset Dates. The Interest Reset Dates will be the Interest Reset Dates specified
on the face hereof; provided, however, that (a) the interest rate in effect for the period from the Interest Accrual Date to the
Initial Interest Reset Date will be the Initial Interest Rate and (b) unless otherwise specified on the face hereof, the interest
rate in effect for the ten calendar days immediately prior to maturity, redemption or repayment will be that in effect on the
tenth calendar day preceding such maturity, redemption or repayment date. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except
that if the Base Rate specified on the face hereof is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day. As used herein, “Business Day” means
any day, other than a Saturday or Sunday, (a) that is neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close (x) in The City of New York or (y) if this Note is denominated in a Specified Currency
other than U.S. dollars, euro or Australian dollars, in the principal financial center of the country of the Specified Currency,
or (z) if this Note is denominated in Australian dollars, in Sydney and (b) if this Note is denominated in euro, that is also
a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (“TARGET”)
, which utilizes a single shared platform and was launched on November 19, 2007, is open for the settlement of payment in euro
(a “TARGET Settlement Day”).


 





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


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


 


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


 




    10 


     

    

 


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


 


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


 


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


 


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


 





 


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


 


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


 


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


 


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


 


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


 




    11 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 


		·	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


 




    12 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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).


 




    13 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





 


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


 




    14 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    15 


     

    

 


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


 


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


 


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


 


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


 


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


 





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







 


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


 


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


 


Unless otherwise indicated on the face
hereof, interest payments on this Note shall be the amount of interest accrued from and including the Interest Accrual Date or
from and including the last date to which interest has been paid or duly provided for to but excluding the Interest Payment Dates
or the Maturity Date (or any earlier redemption or repayment date), as the case may be. Accrued interest hereon shall be an amount
calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed
by adding the interest factor calculated for each day in the period for which interest is being paid. The interest factor for each
such date shall be computed by dividing the interest rate applicable to such day (i) by 360 if the Base Rate is Commercial Paper
Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open) Rate, Prime Rate, CMS Rate or LIBOR (except if the Index Currency is pounds
sterling); (ii) by 365 if the Base Rate is LIBOR and the Index Currency is pounds sterling; or (iii) by the actual number of days
in the year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with .000005%
being rounded up to .00001%) and all U.S. dollar amounts used in or resulting from such calculation on this Note will be rounded
to the nearest cent, with one-half cent rounded upward. All Japanese Yen amounts used in or resulting from such calculations will
be rounded downwards to the next lower whole Japanese Yen amount. All amounts denominated in any other currency used in or resulting
from such calculations will be rounded to the nearest two decimal places in such currency, with .005 being rounded up to .01. The
interest rate in effect on any Interest Reset Date will be the


 




    16 


     

    

 


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


 


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


 


The Trustee has been appointed registrar
for the Notes (the “Registrar,” which term includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York a register for the registration and transfer of Notes. This Note may be transferred
at the aforesaid office of the Registrar by surrendering this Note for cancellation, accompanied by a written instrument of transfer
in form satisfactory to the Issuer and the Registrar and duly executed by the registered holder hereof in person or by the holder’s
attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations,
subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required (i) to register
the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has exercised his right,
if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased,
or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations
of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Notes will be free
of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith.
All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer
and the Registrar and executed by the registered holder in person or by the holder's attorney duly authorized in writing. The date
of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results
from such exchange or transfer.


 


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


 




    17 


     

    

 


associated
with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner
of the Note mutilated, defaced, destroyed, lost or stolen.


 


The Subordinated Indenture provides that
(a) if an Event of Default (as defined in the Subordinated Indenture) pursuant to Section 5.01(c) of the Subordinated Indenture
is provided in a supplemental indenture relating to a series of debt securities issued under the Subordinated Indenture, including
the series of Subordinated Medium-Term Notes of which this Note forms a part (if such Event of Default is with respect to less
than all outstanding debt securities issued under the Subordinated Indenture), and such Event of Default shall have occurred and
be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities
of each affected series, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the securityholders,
may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to certain events of bankruptcy, insolvency or reorganization of the Issuer shall have occurred
and be continuing or if an Event of Default pursuant to Section 5.01(c) of the Subordinated Indenture is provided in a supplemental
indenture relating to a series of debt securities issued under the Subordinated Indenture, including the series of Subordinated
Medium-Term Notes of which this Note forms a part (if such Event of Default is with respect to all outstanding debt securities
issued under the Subordinated Indenture), and such Event of Default shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under the Subordinated
Indenture, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the securityholders, may declare
the principal of all such debt securities and interest accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal or premium,
if any, or interest on such debt securities) by the holders of a majority in aggregate principal amount of the debt securities
of all affected series then outstanding.


 


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


 


Except as set forth below, if the principal
of, premium, if any, or interest on this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency
is not available to the Issuer for making payments hereon due to the imposition of exchange controls or other circumstances beyond
the control of the Issuer or is no longer used by the government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community, then the Issuer will be entitled to satisfy its
obligations to the holder of this Note by making such payments in U.S. dollars on the basis of the Market Exchange Rate on the
date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the Issuer may at its option (or shall, if so required
by applicable law) without the consent of the holder of this Note effect the payment of principal of, premium, if any, or interest
on any Note denominated in such Specified Currency in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the Treaty establishing the European Community, as amended. Any payment made under
such circumstances in U.S. dollars or


 




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euro
where the required payment is in an unavailable Specified Currency will not constitute an Event of Default. If such Market Exchange
Rate is not then available to the Issuer or is not published for a particular Specified Currency, the Market Exchange Rate will
be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m.,
New York City time, on the second Business Day preceding the date of such payment from three recognized foreign exchange dealers
(the “Exchange Dealers”) for the purchase by the quoting Exchange Dealer of the Specified Currency for U.S. dollars
for settlement on the payment date, in the aggregate amount of the Specified Currency payable to those holders or beneficial owners
of Notes and at which the applicable Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing quotations
may be the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations are not available,
the Exchange Rate Agent shall determine the market exchange rate at its sole discretion.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 




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ABBREVIATIONS


 


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


 


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


 


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


 


	Under Uniform Gifts to Minors Act	 
	 	(State)




 


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

_______________________


 




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


 


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


 

 


	 
	 
	 
	[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ________ attorney to transfer such Note on the books of the Issuer, with full power of substitution
in the premises.


 


Dated: ____________________


 


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



 




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OPTION
TO ELECT REPAYMENT


 


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


 


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


 


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


 


 


 


 


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














 


 


 






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