Exhibit
4.1

    

     

    
       
FORM
OF FIXED RATE SENIOR NOTE

    

     

    
      	
              REGISTERED

            	
              REGISTERED

            
	
              No.
      FXR-1

            	
              U.S.
      $

            
	 
      	
              CUSIP:
      61757J568

            


    

     

    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.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MORGAN
STANLEY

    FIXED
RATE SENIOR NOTE

    SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

    


    BUFFERED
PERFORMANCE LEVERAGED UPSIDE SECURITY (“BUFFERED PLUS”)

    BASED
ON THE VALUE OF THE S&P 500® INDEX
DUE MARCH 20, 2011

     

    
      	
              ORIGINAL
      ISSUE DATE:

               

            	
              INITIAL
      REDEMPTION DATE: N/A

            	
              INTEREST
      RATE: None

            	
              MATURITY
      DATE: See “Maturity Date” below.

            
	
              INTEREST
      ACCRUAL DATE: N/A

            	
              INITIAL
      REDEMPTION PERCENTAGE: N/A

            	
              INTEREST
      PAYMENT DATE(S): N/A

            	
              OPTIONAL
      REPAYMENT DATE(S):  N/A

            
	
              SPECIFIED
      CURRENCY: U.S. dollars

            	
              ANNUAL
      REDEMPTION PERCENTAGE REDUCTION: N/A

            	
              INTEREST
      PAYMENT PERIOD: N/A

            	
              APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR REDEMPTION: See
      “Alternate Exchange Calculation in Case of an Event of Default”
      below.

            
	
              IF
      SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN
      U.S. DOLLARS: N/A

            	
              REDEMPTION
      NOTICE PERIOD: N/A

            	
              APPLICABILITY
      OF ANNUAL INTEREST PAYMENTS: N/A

            	
              If
      yes, state Issue Price: N/A

            
	
              EXCHANGE
      RATE AGENT: N/A

            	
              TAX
      REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: NO

            	 
      	
              ORIGINAL
      YIELD TO MATURITY: N/A

            
	
              OTHER
      PROVISIONS: See below

            	
              IF
      YES, STATE INITIAL OFFERING DATE: N/A

            	 
      	 
      


    

    


    


    
      	
              Stated
      Principal Amount

            	 
      	
              $10

            
	 	 	 
	
              Underlying
      Index

            	 
      	
              S&P
      500®
      Index

            
	 	 	 
	
              Underlying
      Index Publisher

            	 
      	
              Standard
      & Poor’s, a Division of The McGraw-Hill Companies, Inc., and any
      successor thereof

            
	 	 	 
	
              Initial
      Index Value

            	 
      	 
      
	 	 	 
	
              Pricing
      Date

            	 
      	 
      
	 	 	 
	
              Denominations

            	 
      	
              $10
      and integral multiples thereof

            
	 	 	 
	
              Maximum
      Payment at Maturity

            	 
      	
              $                per
      Stated Principal Amount

            
	 	 	 
	
              Buffer
      Amount

            	 
      	
                   %

            
	 	 	 


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Leverage
      Factor

            	 
      	
                 %

            
	 	 	 
	
              Valuation
      Date

            	 
      	
              March
      17, 2011.

            
	 	 	 
	 
      	 
      	
              If
      there is only one Valuation Date, the Final Index Value shall be
      determined on that Valuation Date.  If there are multiple
      Valuation Dates, then the Final Average Index Value shall be determined on
      the last Valuation Date, which is referred to as the “Final Valuation
      Date”.

            
	 	 	 
	 
      	 
      	
              If
      a Market Disruption Event with respect to the Underlying Index occurs on
      any scheduled Valuation Date, or if any such Valuation Date is not an
      Index Business Day, the Index Closing Value for such date shall be
      determined on the immediately succeeding Index Business Day on which no
      Market Disruption Event shall have occurred; provided that the Final
      Index Value or the Final Average Index Value, as applicable, shall not be
      determined on a date later than the fifth scheduled Index Business Day
      after the scheduled Valuation Date or Final Valuation Date, as applicable,
      and if such date is not an Index Business Day or if there is a Market
      Disruption Event on such date, the Calculation Agent shall determine the
      Index Closing Value of the Underlying Index on such date in accordance
      with the formula for calculating such index  last in effect
      prior to the commencement of the Market Disruption Event (or prior to the
      non-Index Business Day), without rebalancing or substitution, using the
      closing price (or, if trading in the relevant securities has been
      materially suspended or materially limited, its good faith estimate of the
      closing price that would have prevailed but for such suspension,
      limitation or non-Index Business Day) on such date of each security most
      recently constituting the Underlying Index.

            
	 	 	 
	
              Maturity
      Date

            	 
      	
              March
      20, 2011, subject to extension as follows.

            
	 	 	 
	 
      	 
      	
              If
      the scheduled Maturity Date is not a Business Day, then the Maturity Date
      shall be the next succeeding Business Day immediately following the
      scheduled Maturity Date.  If the Valuation Date or Final
      Valuation Date, as applicable, is postponed so that it falls less than two
      scheduled Trading Days prior to the scheduled Maturity Date, the Maturity
      Date shall be the second scheduled Trading Day following the Valuation
      Date or Final Valuation Date, as applicable, as postponed.  See
      “Valuation Date”.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              In
      the event that the Maturity Date of this Buffered PLUS is postponed due to
      postponement of the Valuation Date or the Final Valuation Date, as
      applicable, as described in the immediately preceding paragraph, the
      Issuer shall give notice of such postponement and, once it has been
      determined, of the date to which the Maturity Date has been rescheduled
      (i) to the holder of this Buffered PLUS by mailing notice of such
      postponement by first class mail, postage prepaid, to the holder’s last
      address as it shall appear upon the registry books, (ii) to the Trustee by
      telephone or facsimile confirmed by mailing such notice to the Trustee by
      first class mail, postage prepaid, at its New York office and (iii) to The
      Depository Trust Company (the “Depositary”) by telephone or facsimile
      confirmed by mailing such notice to the Depositary by first class mail,
      postage prepaid.  Any notice that is mailed in the manner herein
      provided shall be conclusively presumed to have been duly given, whether
      or not the holder of this Buffered PLUS receives the
      notice.  The Issuer shall give such notice as promptly as
      possible, and in no case later than (i) with respect to notice of
      postponement of the Maturity Date, the Business Day immediately following
      the scheduled Valuation Date or Final Valuation Date, as applicable, and
      (ii) with respect to notice of the date to which the Maturity Date has
      been rescheduled, the Business Day immediately following the actual
      Valuation Date or Final Valuation Date, as applicable, for determining the
      Final Index Value or Final Average Index Value, as
    applicable.

            
	 	 	 
	
              Payment
      at Maturity

            	 
      	
              At
      maturity, upon delivery of this Buffered PLUS to the Trustee, the Issuer
      shall pay with respect to each Stated Principal Amount of this Buffered
      PLUS an amount in cash (as determined by the Calculation Agent) equal
      to:

            
	 	 	 
	 
      	 
      	
              ·  if the Final Index Value is
      greater than the Initial Index Value, the lesser of (a) the Stated
      Principal Amount plus the Leveraged
      Upside Payment and (b) the Maximum Payment at Maturity,
  or

            
	 	 	 
	 
      	 
      	
              ·  if the Final Index Value is
      less than or equal to the Initial Index Value but has decreased from the
      Initial Index Value by an amount less than or equal to the Buffer
      Amount, the Stated Principal Amount, or

            
	 	 	 


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	 
      	 
      	
              ·  if the Final Index Value is
      less than the Initial Index Value and has decreased from the Initial Index
      Value by an amount greater than the Buffer
  Amount,

            
	 	 	 
	 
      	 
      	
              ($10
      x the Index Performance Factor) + $1.00

            
	 	 	 
	 
      	 
      	
              The
      Issuer shall, or shall cause the Calculation Agent to, (i) provide written
      notice to the Trustee and to the Depositary of the amount of cash to be
      delivered with respect to each Stated Principal Amount of this Buffered
      PLUS, on or prior to 10:30 a.m. on the Trading Day preceding the Maturity
      Date (but if such Trading Day is not a Business Day, prior to the close of
      business on the Business Day preceding the Maturity Date), and (ii)
      deliver the aggregate cash amount due with respect to this Buffered PLUS
      to the Trustee for delivery to the Depositary, as holder of this Buffered
      PLUS, on the Maturity Date.

            
	 	 	 
	
              Leveraged
      Upside Payment

            	 
      	
              The
      Leveraged Upside Payment is described by the following
      formula:

            


    

     

    
      	
              Leveraged
      Upside Payment

            	
              =

            	
              Stated
      Principal Amount

            	
              x

            	
              Leverage
      Factor

            	
              x

            	
              Index
      Percent Increase

            


    

     

    
      	
              Index
      Percent Increase

            	 
      	
              A
      fraction, the numerator of which shall be the Final Index Value less the Initial Index
      Value and the denominator of which shall be the Initial Index Value, which
      shall be determined by the Calculation Agent, and is described by the
      following formula:

            


    

     

    
      	
              Index
      Percent Increase

            	
              =

            	
              (Final
      Index Value – Initial Index Value)

            	 
	
              Initial
      Index Value

            	 


    

    


    
      	
              Index
      Performance Factor

            	 
      	
              A
      fraction, the numerator of which shall be the Final Index Value and the
      denominator of which shall be the Initial Index Value, which shall be
      determined by the Calculation Agent, and is described by the following
      formula:

            


    

     

    
      	
              Index
      Performance Factor

            	
              =

            	
              Final
      Index Value

            	 
	
              Initial
      Index Value

            	 


    

     

    
      	
              Final
      Index Value

            	 
      	
              The
      Index Closing Value on the Valuation Date, as calculated by the
      Calculation Agent.

            
	 	 	 


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Index
      Closing Value

            	 
      	
              The
      Index Closing Value means, on any Index Business Day, the closing level of
      the Underlying Index or any Successor Index (as defined under
      “Discontinuance of the Underlying Index; Alteration of Method of
      Calculation” below) published at the regular weekday close of trading on
      that Index Business Day, as determined by the Calculation
      Agent.  In certain circumstances, the Index Closing Value shall
      be based on the alternate calculation of the Underlying Index described
      below under “Discontinuance of the Underlying Index; Alteration of Method
      of Calculation.”

            
	 	 	 
	
              Trading
      Day

            	 
      	
              A
      day, as determined by the Calculation Agent, on which trading is generally
      conducted on the New York Stock Exchange, The NASDAQ Stock Market LLC, the
      Chicago Mercantile Exchange and the Chicago Board of Options Exchange and
      in the over-the-counter market for equity securities in the United
      States.

            
	 	 	 
	
              Index
      Business Day

            	 
      	
              Index
      Business Day means, with respect to the Underlying Index, a day, as
      determined by the Calculation Agent, on which trading is generally
      conducted on each Relevant Exchange, other than a day on which trading on
      any Relevant Exchange is scheduled to close prior to the time of the
      posting of its regular final weekday closing price.

            
	 	 	 
	
              Relevant
      Exchange

            	 
      	
              Relevant
      Exchange means, with respect to the Underlying Index, the primary
      exchange(s) or market(s) of trading for (i) any security then included in
      such Underlying Index, or any Successor Index, and (ii) any futures or
      options contracts related to such Underlying Index or to any security then
      included in such Underlying Index.

            
	 	 	 
	
              Calculation
      Agent

            	 
      	
              Morgan
      Stanley & Co. Incorporated and its successors (“MS &
      Co.”).

            
	 	 	 
	 
      	 
      	
              All
      determinations made by the Calculation Agent shall be at the sole
      discretion of the Calculation Agent and shall, in the absence of manifest
      error, be conclusive for all purposes and binding on the holder of this
      Buffered PLUS, the Trustee and the Issuer.

            
	 	 	 
	 
      	 
      	
              All
      calculations with respect to the Payment at Maturity shall be made by the
      Calculation Agent and shall be rounded to the nearest one billionth, with
      five ten-billionths rounded upward (e.g., .9876543215 would
    be

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              rounded
      to .987654322); all dollar amounts related to determination of the amount
      of cash payable per Stated
      Principal Amount shall be rounded to the nearest ten-thousandth,
      with five one hundred-thousandths rounded upward (e.g., .76545 would be
      rounded up to .7655); and all dollar amounts paid on the
      aggregate principal amount of this Buffered PLUS shall be
      rounded to the nearest cent, with one-half cent rounded
      upward.

            
	 	 	 
	
              Market
      Disruption Event

            	 
      	
              Market
      Disruption Event means, with respect to the Underlying Index, the
      occurrence or existence of any of the following events, as determined by
      the Calculation Agent in its sole discretion:

            
	 	 	 
	 
      	 
      	
              (i)(a)
      a suspension, absence or material limitation of trading of stocks then
      constituting 20 percent or more of the value of the Underlying Index (or
      the Successor Index) on the Relevant Exchanges for such securities for
      more than two hours of trading or during the one-half hour period
      preceding the close of the principal trading session on such Relevant
      Exchange; or

            
	 	 	 
	 
      	 
      	
              (b)
      a breakdown or failure in the price and trade reporting systems of any
      Relevant Exchange as a result of which the reported trading prices for
      stocks then constituting 20 percent or more of the value of the Underlying
      Index (or the Successor Index) during the last one-half hour preceding the
      close of the principal trading session on such Relevant Exchange are
      materially inaccurate; or

            
	 	 	 
	 
      	 
      	
              (c)
      the suspension, material limitation or absence of trading on any major
      securities market for trading in futures or options contracts or exchange
      traded funds related to the Underlying Index (or the Successor Index) for
      more than two hours of trading or during the one-half hour period
      preceding the close of the principal trading session on such market;
      and

            
	 	 	 
	 
      	 
      	
              (ii)
      a determination by the Calculation Agent in its sole discretion that any
      event described in clause (i) above materially interfered with the
      Issuer’s ability or the ability of any of the Issuer’s affiliates to
      unwind or adjust all or a material portion of the hedge position with
      respect to this Buffered PLUS Based on the Value of the S&P 500®
      Index due March 20, 2011.

            
	 	 	 
	 
      	 
      	
              For
      the purpose of determining whether a Market Disruption Event exists at any
      time, if trading in a

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              security
      included in the Underlying Index is materially suspended or materially
      limited at that time, then the relevant percentage contribution of that
      security to the value of the Underlying Index shall be based on a
      comparison of (x) the portion of the value of the Underlying Index
      attributable to that security relative to (y) the overall value of the
      Underlying Index, in each case immediately before that suspension or
      limitation.

            
	 	 	 
	 
      	 
      	
              For
      the purpose of determining whether a Market Disruption Event has
      occurred:  (1) a limitation on the hours or number of days of
      trading shall not constitute a Market Disruption Event if it results from
      an announced change in the regular business hours of the Relevant Exchange
      or market, (2) a decision to permanently discontinue trading in the
      relevant futures or options contract or exchange traded fund shall not
      constitute a Market Disruption Event, (3) a suspension of trading in
      futures or options contracts or exchange traded funds on the Underlying
      Index by the primary securities market trading in such contracts or funds
      by reason of (a) a price change exceeding limits set by such securities
      exchange or market, (b) an imbalance of orders relating to such contracts
      or funds, or (c) a disparity in bid and ask quotes relating to such
      contracts or funds shall constitute a suspension, absence or material
      limitation of trading in futures or options contracts or exchange traded
      funds related to the Underlying Index and (4) a “suspension, absence or
      material limitation of trading” on any Relevant Exchange or on the primary
      market on which futures, options contracts or exchange traded funds
      related to the Underlying Index are traded shall not include any time when
      such securities market is itself closed for trading under ordinary
      circumstances.

            
	 	 	 
	
              Alternate
      Exchange Calculation

            	 
      	 
      
	
              in
      Case of an Event of Default

            	 
      	
              In
      case an event of default with respect to this Buffered PLUS shall have
      occurred and be continuing, the amount declared due and payable per Stated
      Principal Amount upon any acceleration of this Buffered PLUS shall be
      determined by the Calculation Agent and shall be an amount in cash equal
      to the Payment at Maturity calculated as if the Index Closing Value for
      each Valuation Date scheduled to occur on or after such date of
      acceleration were the Index Closing Value on the date of
      acceleration, plus, if applicable,
      any accrued but unpaid interest as of the date of such acceleration.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              If
      the maturity of this Buffered PLUS is accelerated because of an event of
      default as described above, the Issuer shall, or shall cause the
      Calculation Agent to, provide written notice to the Trustee at its New
      York office, on which notice the Trustee may conclusively rely, and to the
      Depositary of the cash amount due with respect to this Buffered PLUS as
      promptly as possible and in no event later than two Business Days after
      the date of acceleration (or promptly thereafter).

            
	 	 	 
	
              Discontinuance
      of the Underlying

            	 
      	 
      
	
              Index;
      Alteration of  Method of

            	 
      	 
      
	
              Calculation

            	 
      	
              If
      the Underlying Index Publisher discontinues publication of the Underlying
      Index and the Underlying Index Publisher or another entity (including MS
      & Co.) publishes a successor or substitute index that the Calculation
      Agent determines, in its sole discretion, to be comparable to the
      discontinued Underlying Index (such index being referred to herein as a
      “Successor Index”), then any subsequent Index Closing Value shall be
      determined by reference to the published value of such Successor Index at
      the regular weekday close of trading on any Index Business Day that the
      Index Closing Value is to be determined.

            
	 
      	 
      	 
      
	 
      	 
      	
              Upon
      any selection by the Calculation Agent of a Successor Index, the
      Calculation Agent shall cause written notice thereof to be furnished to
      the Trustee, to the Issuer and to the Depositary, as holder of this
      Buffered PLUS, within three Trading Days of such
  selection.

            
	 	 	 
	 
      	 
      	
              If
      the Underlying Index Publisher discontinues publication of the Underlying
      Index prior to, and such discontinuance is continuing on, any Valuation
      Date or the date of acceleration and the Calculation Agent determines, in
      its sole discretion, that no Successor Index is available at such time,
      then the Calculation Agent shall determine the Index Closing Value for
      such Valuation Date or date of acceleration.  The Index Closing
      Value shall be computed by the Calculation Agent in accordance with the
      formula for and method of calculating the Underlying Index last in effect
      prior to such discontinuance, using the closing price (or, if trading in
      the relevant securities has been materially suspended or materially
      limited, its good faith estimate of the closing price that would have
      prevailed but for

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	 
      	 
      	
              such
      suspension or limitation) at the close of the principal trading session of
      the Relevant Exchange on such Valuation Date or date of acceleration of
      each security most recently constituting such Underlying Index without any
      rebalancing or substitution of such securities following such
      discontinuance.

            
	 	 	 
	 
      	 
      	
              If
      at any time the method of calculating the Underlying Index or Successor
      Index, or the value thereof, is changed in a material respect, or if such
      Underlying Index or Successor Index is in any other way modified so that
      such index does not, in the opinion of the Calculation Agent, fairly
      represent the value of the Underlying Index or Successor Index had such
      changes or modifications not been made, then, from and after such time,
      the Calculation Agent shall, at the close of business in New York City on
      each date on which the Index Closing Value is to be determined, make such
      calculations and adjustments as, in the good faith judgment of the
      Calculation Agent, may be necessary in order to arrive at a value of a
      stock index comparable to the Underlying Index or Successor Index, as the
      case may be, as if such changes or modifications had not been made, and
      the Calculation Agent shall calculate the Final Index Value or Final
      Average Index Value, as applicable, with reference to the Underlying Index
      or Successor Index, as adjusted.  Accordingly, if the method of
      calculating the Underlying Index or Successor Index is modified so that
      the value of such index is a fraction of what it would have been if it had
      not been modified (e.g., due to a split in the index), then the
      Calculation Agent shall adjust such index in order to arrive at a value of
      the Underlying Index or Successor Index as if it had not been modified
      (e.g., as if such split had not
occurred).

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay to CEDE & Co., or registered assignees, the
amount of cash, as determined in accordance with the provisions set forth under
“Payment at Maturity” above, due with respect to the principal sum of U.S.
$                  (UNITED
STATES
DOLLARS                                            ),
on the Maturity Date specified above (except to the extent redeemed or repaid
prior to maturity) and to pay interest thereon at the Interest Rate per annum
specified above, from and including the Interest Accrual Date specified above
until the principal hereof is paid or duly made available for payment weekly,
monthly, quarterly, semiannually or annually in arrears as specified above as
the Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the
Interest Accrual Date occurs between a Record Date, as defined below, and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and provided, further, that if
this Note is subject to “Annual Interest Payments,” interest payments shall be
made annually in arrears and the term “Interest Payment Date” shall
be deemed to mean the first day of March in each year.

     

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

     

    Payment
of the principal of this Note, any premium and the interest 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 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 interest, principal or
any premium 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, with respect to payments of
interest, on or prior to the fifth Business Day after 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; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the lawful
currency, provided,
further, that if such wire transfer instructions are not received, such
payments will be made by check payable in such Specified Currency mailed to the
address of the person entitled thereto as such address shall appear in the Note
register; and provided,
further, that payment of the principal of this Note, any premium and the
interest 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, 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    such
payment will be made in the Specified Currency.  All currency exchange
costs will be borne by the holder of this Note by deductions from such
payments.

     

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

     

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

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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

            


    

    


     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    FORM
OF REVERSE OF SECURITY

    SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

     

    This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series F
(the “Notes”), of the
Issuer.  The Notes are issuable under a Senior Indenture, dated as of
November 1, 2004, between the Issuer and The Bank of New York Mellon, a New York
banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes
any successor trustee under the Senior Indenture) as supplemented by a First
Supplemental Senior Indenture dated as of September 4, 2007, a Second
Supplemental Senior Indenture dated as of January 4, 2008, a Third Supplemental
Senior Indenture dated as of September 10, 2008 and a Fourth Supplemental Senior
Indenture dated as of December 1, 2008 (as the same may be further amended or
supplemented from time to time, the “Senior Indenture”), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed The Bank of New York Mellon (as
successor to JPMorgan Chase Bank, N.A.) at its corporate trust office in The
City of New York as the paying agent (the “Paying Agent,” which term
includes any additional or successor Paying Agent appointed by the Issuer) with
respect to the Notes.  The terms of individual Notes may vary with
respect to interest rates, interest rate formulas, issue dates, maturity dates,
or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

     

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

     

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

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    and
provisions of the Senior Indenture.  In the event of redemption of
this Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

    


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

     

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

     

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

     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business
Day.

     

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

    


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

     

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

     

    In case
this Note shall at any time become mutilated, defaced or be destroyed, lost or
stolen and this Note or evidence of the loss, theft or destruction thereof
(together with the indemnity 

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

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

     

    The
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 Medium-Term Notes of which this Note
forms a part, or due to the default in the performance or breach of any other
covenant or warranty of the Issuer applicable to the debt securities of such
series but not applicable to all outstanding debt securities issued under the
Senior Indenture 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 a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or 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 or premium, if any, or interest on such debt securities) by the
holders of a majority in aggregate principal amount of the debt securities of
all affected series then outstanding.

     

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

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

    If the
face hereof indicates that this Note is subject to “Tax Redemption and Payment
of Additional Amounts,” the Issuer will, subject to certain exceptions and
limitations set forth below, pay such additional amounts (the “Additional Amounts”) to the
holder of this Note with respect to any interest in this Note held by a
beneficial owner who is a U.S. Alien as may be necessary in order that every net
payment of the principal of and interest on this Note and any other amounts payable on this Note, after withholding or
deduction for or on account of any present or future tax, 

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    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;

            


    

     

    
      	
               
      

            	
              ·

            	
              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 

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	
              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 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 or the relevant coupon 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 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
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


     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    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 on the date of such payment or, if the
Market Exchange Rate is not available on such date, as of the most recent
practicable date; provided, however, that if the euro has
been substituted for such Specified Currency, the Issuer may at its option (or
shall, if so required by applicable law) without the consent of the holder of
this Note effect the payment of principal of, premium, if any, or interest on
any Note denominated in such Specified Currency in euro in lieu of such
Specified Currency in conformity with legally applicable measures taken pursuant
to, or by virtue of, the Treaty establishing the European Community, as
amended.  Any payment made under such circumstances in U.S. dollars or
euro where the required payment is in an unavailable Specified Currency will not
constitute an Event of Default.  If such Market Exchange Rate is not
then available to the Issuer or is not published for a particular Specified
Currency, the Market Exchange Rate will be based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent at approximately 11:00
a.m., New York City time, on the second Business Day preceding the date of such
payment from three recognized foreign exchange dealers (the “Exchange Dealers”) for the
purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of Notes and at
which the applicable Exchange Dealer commits to execute a
contract.  One of the Exchange Dealers providing quotations may be the
Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
Issuer.  If those bid quotations are not available, the Exchange Rate
Agent shall determine the market exchange rate at its sole
discretion.

     

    The
“Exchange Rate Agent”
shall be Morgan Stanley & Co. Incorporated, 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 and 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


     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    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 or interest or premium, if any, 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 or interest or
premium, if any, 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
the interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

     

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

     

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

     

    All terms
used in this Note which are defined in the 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 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.	 


            

            


             

            26