Exhibit
4.1

     

    FORM
OF FLOATING RATE SENIOR NOTE

     

    
      	
              REGISTERED

            	
              REGISTERED

            
	
              No.
      FLR-1

            	
              U.S.
      $

            
	 
      	
              CUSIP:
      617480579

            


    

    


    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

    SENIOR
GLOBAL MEDIUM-TERM NOTES, SERIES F

    (Floating
Rate)

    


    PROTECTED
ABSOLUTE RETURN BARRIER NOTE DUE JANUARY 20, 2010

    BASED
ON THE VALUE OF THE S&P 500®
INDEX

     

    
      	
              BASE
      RATE: None

            	
              ORIGINAL
      ISSUE DATE:

            	
              MATURITY
      DATE:

              See  “Maturity
      Date” below.

            
	
              INDEX
      MATURITY: N/A

            	
              INTEREST
      ACCRUAL DATE: N/A

            	
              INTEREST
      PAYMENT DATE(S): N/A

            
	
              SPREAD
      (PLUS OR MINUS): N/A

            	
              INITIAL
      INTEREST RATE: N/A

            	
              INTEREST
      PAYMENT PERIOD: N/A

            
	
              SPREAD
      MULTIPLIER: N/A

            	
              INITIAL
      INTEREST RESET DATE: N/A

            	
              INTEREST
      RESET PERIOD: N/A

            
	
              REPORTING
      SERVICE: N/A

            	
              MAXIMUM
      INTEREST RATE: N/A

            	
              INTEREST
      RESET DATE(S): N/A

            
	
              INDEX
      CURRENCY: N/A

            	
              MINIMUM
      INTEREST RATE: N/A

            	
              CALCULATION
      AGENT: See “Calculation Agent” below.

            
	
              EXCHANGE
      RATE AGENT: N/A

            	
              INITIAL
      REDEMPTION DATE: N/A

            	
              SPECIFIED
      CURRENCY:

              U.S.
      dollars

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

            	
              INITIAL
      REDEMPTION PERCENTAGE: N/A

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

            
	 
      	
              ANNUAL
      REDEMPTION PERCENTAGE REDUCTION: N/A

            	
              DESIGNATED
      CMT TELERATE PAGE: N/A

            
	 
      	
              OPTIONAL
      REPAYMENT DATE(S): N/A

            	
              DESIGNATED
      CMT MATURITY INDEX: N/A

            
	 
      	
              REDEMPTION
      NOTICE PERIOD: N/A

            	 
      
	 
      	
              TAX
      REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: No

            	 
      
	 
      	
              IF
      YES, STATE INITIAL OFFERING DATE: N/A

            	
              OTHER
      PROVISIONS: See below.

            


    

     

    
      	
              Maturity
      Date

            	 
      	
              January
      20, 2010, subject to extension if the Index Valuation Date is postponed in
      accordance with the definition thereof.  If the Index Valuation
      Date is postponed so that it falls less than two scheduled Business Days
      prior to the scheduled Maturity
Date,

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              the
      Maturity Date shall be the second scheduled Business Day following the
      Index Valuation Date as postponed.

            
	 	 	 
	 
      	 
      	
              In
      the event that the Maturity Date of this Note is postponed due to
      postponement of the Index Valuation Date, 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 Note 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 Note 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 Index Valuation Date and (ii) with respect to notice of the
      date to which the Maturity Date has been rescheduled, the Business Day
      immediately following the actual Index Valuation Date.

            
	 	 	 
	
              Observation
      Period

            	 
      	
              The
      period of regular trading hours on each Index Business Day on which there
      is no Market Disruption Event with respect to the Index, beginning on, and
      including, the Index Business Day following the Pricing Date and ending
      on, and including, the Index Valuation Date.

            
	 	 	 
	
              Pricing
      Date

            	 
      	 
      
	 	 	 
	
              Authorized
      Denominations

            	 
      	
              $10
      and integral multiples thereof

            
	 	 	 
	
              Stated
      Principal Amount

            	 
      	
              $10
      per note

            
	 	 	 
	
              Index

            	 
      	
              S&P
      500®
      Index

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              Payment
      at Maturity

            	 
      	
              At
      maturity, upon delivery of this Note to the Trustee, the Issuer shall pay
      with respect to the Stated Principal Amount an amount in cash equal to $10
      plus the Supplemental Redemption Amount, if any, as determined by the
      Calculation Agent.

            
	 	 	 
	 
      	 
      	
              The
      Payment at Maturity per Stated Principal Amount shall not be less than the
      Stated Principal Amount of $10.

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      Issuer shall, or shall cause the Calculation Agent to, (i) provide written
      notice to the Trustee and to the Depositary, on which notice the Trustee
      and the Depositary may conclusively rely, of the amount of cash to be
      delivered with respect to the Stated Principal Amount, on or prior to
      10:30 a.m. on the Business Day preceding the Maturity Date, and (ii)
      deliver the aggregate cash amount due with respect to this Note to the
      Trustee for delivery to the holder of this Note, on the Maturity
      Date.

            
	 	 	 
	
              Supplemental
      Redemption Amount

            	 
      	
              The
      Supplemental Redemption Amount with respect to the Stated Principal Amount
      shall equal:

            
	 	 	 
	 
      	 
      	
              if
      at all times
      during the Observation Period the Index Value is within the Index Range,
      $10 times the
      Absolute Index Return; or

            
	 	 	 
	 
      	 
      	
              if
      at any time on any day during the
      Observation Period the Index Value is outside the Index Range,
      $0.

            
	 	 	 
	 
      	 
      	
              The
      Supplemental Redemption Amount shall not be less than
  $0.

            
	 	 	 
	 
      	 
      	
              The
      Calculation Agent shall calculate the Supplemental Redemption Amount on
      the Index Valuation Date.

            
	 	 	 
	
              Index
      Value

            	 
      	
              The
      Index Value at any time on any day during the Observation Period shall
      equal the value of the Index published at such time on such day on
      Bloomberg page “SPX” or any successor page, or in the case of any
      Successor Index (as defined below), the Bloomberg page or successor page
      for any such Successor Index.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Index
      Range

            	 
      	
              The
      Index Range includes any value of the Index that is:

            
	 	 	 
	 
      	 
      	
              (i)
      greater than or equal to the Initial Index Value times        %
      and

            
	 	 	 
	 
      	 
      	
              (ii)
      less than or equal to the Initial Index Value times         %.

            
	 	 	 
	 
      	 
      	
              The
      Index Range can also be expressed as follows:

            
	 	 	 
	 
      	 
      	
              Index
      Range =

            
	 	 	 
	 
      	 
      	
              >
      (Initial Index Value
      x                     );

            
	 	 	 
	 
      	 
      	
              and

            
	 	 	 
	 
      	 
      	
              < (Initial Index Value
      x                     )

            
	 	 	 
	
              Absolute
      Index Return

            	 
      	
              The
      Absolute Index Return is the absolute value of the following
      formula:

            


    

    


    
      	
              Final Index Value – Initial
      Index Value

            	 
	
              Initial
      Index Value

            	 


    

     

    
      	
              Initial
      Index Value

            	 
      	 
      
	 	 	 
	
              Index
      Closing Value

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

            
	 	 	 
	
              Final
      Index Value

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

            
	 	 	 
	
              Index
      Valuation Date

            	 
      	
              The
      Index Valuation Date shall be January 15, 2010, subject to adjustment for
      Market Disruption Events as described in the following
      paragraph.

            
	 	 	 
	 
      	 
      	
              If a
      Market Disruption Event with respect to the Index occurs on the scheduled
      Index Valuation Date, or if such Index Valuation Date is not an Index
      Business Day, the Index Closing Level on such date shall
  be

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              determined
      on the immediately succeeding Index Business Day on which no Market
      Disruption Event shall have occurred; provided that the Final
      Index Value shall not be determined on a date later than the fifth
      scheduled Index Business Day after the scheduled Index Valuation Date, 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
      Final Index Value on such date in accordance with the formula for
      calculating the 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
      Index.

            
	 	 	 
	
              Index
      Business Day

            	 
      	
              Index
      Business Day means a day, for the Index, as determined by the Calculation
      Agent, on which trading is generally conducted on each of the Relevant
      Exchange(s) for the Index, and on each exchange on which futures or
      options contracts related to the Index (or Successor Index) are traded,
      other than a day on which trading on such exchange(s) is scheduled to
      close prior to the time of the posting of its regular final weekday
      closing price.

            
	 	 	 
	
              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
      Note, the Trustee and the Issuer.

            
	 	 	 
	 
      	 
      	
              All
      calculations with respect to the Payment at Maturity shall be rounded to
      the nearest one hundred-thousandth, with five one-millionths rounded
      upward (e.g.,
      .876545 would be rounded to .87655); 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-

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              thousandths
      rounded upward (e.g., .76545 would be
      rounded up to .7655); and all dollar amounts paid on the aggregate
      principal amount of this Note shall be rounded to the nearest cent, with
      one-half cent rounded upward.

            
	 	 	 
	
              Market
      Disruption Event

            	 
      	
              Market
      Disruption Event means, with respect to the Index:

            
	 	 	 
	 
      	 
      	
              (i)  the
      occurrence or existence of a suspension, absence or material limitation of
      trading of stocks then constituting 20 percent or more of the level of the
      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 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 level of the 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 the suspension, material limitation
      or absence of trading on any major U.S. securities market for trading in
      futures or options contracts or exchange traded funds related to the 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, in each case as determined by the Calculation Agent in its
      sole discretion; 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 the Protected Absolute Return Barrier Note due January 20, 2010
      Based on the Value of the S&P 500®
      Index.

            
	 	 	 
	 
      	 
      	
              For
      the purpose of determining whether a Market Disruption Event exists at any
      time, if trading in a security included in the Index is materially
      suspended or materially limited at that time, then the
      relevant

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              percentage
      contribution of that security to the level of the Index shall be based on
      a comparison of (x) the portion of the value of the Index attributable to
      that security relative to (y) the overall value of the 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) limitations pursuant to the
      rules of any Relevant Exchange similar to NYSE Rule 80A (or any applicable
      rule or regulation enacted or promulgated by any other self-regulatory
      organization or any government agency of scope similar to NYSE Rule 80A as
      determined by the Calculation Agent) on trading during significant market
      fluctuations shall constitute a suspension, absence or material limitation
      of trading, (4) a suspension of trading in futures, options contracts or
      exchange traded funds on the 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,
      options contracts or exchange traded funds related to the Index and (5) 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 Index are traded shall not include
      any time when such securities market is itself closed for trading under
      ordinary circumstances.

            
	 	 	 
	
              Relevant
      Exchange

            	 
      	
              Relevant
      Exchange means, with respect to the Index or any Successor Index (as
      defined below), the primary exchange or market of trading for (i) any
      security then

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              included
      in the Index, or any Successor Index, and (ii) any futures or options
      contracts related to the Index, or any Successor Index, or to any security
      then included in the Index, or any Successor Index.

            
	 	 	 
	
              Alternate
      Exchange Calculation

            	 
      	 
      
	
              in
      Case of an Event of Default

            	 
      	
              In
      case an event of default with respect to this Note shall have occurred and
      be continuing, the amount declared due and payable per Stated Principal
      Amount upon any acceleration of this Note (the “Acceleration Amount”)
      shall be equal to $10 plus the Supplemental Redemption Amount, if any,
      determined as though the Observation Period ended at 4:00 p.m. on the date
      of acceleration and using the Index Closing Value on the date of such
      acceleration as the Final Index Value.

            
	 	 	 
	 
      	 
      	
              If
      the maturity of this Note 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
      Acceleration Amount and the aggregate cash amount due with respect to this
      Note as promptly as possible and in no event later than two Business Days
      after the date of acceleration.

            
	 	 	 
	
              Discontinuance
      of the Index;

            	 
      	 
      
	
              Alteration
      of Method of Calculation

            	 
      	
              If
      Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc.
      (“S&P”) discontinues publication of the Index and S&P or another
      entity (including MS & Co.) publishes a successor or substitute index
      that MS & Co., as the Calculation Agent, determines, in its sole
      discretion, to be comparable to the discontinued 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 the Index
      Business Day that any 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 holder of this Note, within three
      Business Days of such selection.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              If
      S&P discontinues publication of the Index prior to, and such
      discontinuance is continuing on, the Index Valuation Date, any Index
      Business Day (on which determination need be made as to whether the Index
      Value is outside of the Index Range) or the date of acceleration and MS
      & Co., as 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
      date.  Following any such determination, the Calculation Agent
      shall not compute the Index Value on any Index Business Day and shall
      instead rely on the Index Closing Value as computed by the Calculation
      Agent for the purpose of determining whether the Index Value is outside
      the Index Range.  The Index Closing Value shall be computed by
      the Calculation Agent in accordance with the formula for calculating the
      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 such suspension or limitation) at the close
      of the principal trading session of the Relevant Exchange on such date of
      each security most recently constituting the Index without any rebalancing
      or substitution of such securities following such
      discontinuance.

            
	 	 	 
	 
      	 
      	
              If
      at any time the method of calculating the Index or a Successor Index, or
      the value thereof, is changed in a material respect, or if the Index or a
      Successor Index is in any other way modified so that such index does not,
      in the opinion of MS & Co., as the Calculation Agent, fairly represent
      the value of the Index or such 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 or during such day on which the Index Closing Value or Index Value,
      respectively, 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 Index or
      such Successor Index, as the case may be, as if such changes or
      modifications

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              had
      not been made, and the Calculation Agent shall calculate the Final Index
      Value or Index Values with reference to the Index or such Successor Index,
      as adjusted.  Accordingly, if the method of calculating the
      Index or a 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 Index or such Successor Index as if it had not
      been modified (e.g., as if such split
      had not occurred).

            


    

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    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 the 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 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day) (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.

     

    Payment of
the principal of and 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 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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 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, 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 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    quotation
in The City of New York received by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent unless such Exchange Rate Agent is an
affiliate of the Issuer) for the purchase by the quoting dealer of the Specified
Currency for U.S. dollars for settlement on such payment date in the amount of
the Specified Currency payable in the absence of such an election to such holder
and at which the applicable dealer commits to execute a contract.  If
such bid quotations are not available, such payment will be made in the
Specified Currency.  All currency exchange costs will be borne by the
holder of this Note by deductions from such payments.

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    

      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

                


        

        

 

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

      

    

     

    FORM
OF REVERSE OF SECURITY

     

    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 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 may be 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, at
its corporate trust office in The City of New York as the paying agent (the
“Paying Agent,” which
term includes any additional or successor Paying Agent appointed by the Issuer)
with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the
extent not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    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.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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 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 thereof or therein, 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 any such holder who is a U.S.
Alien for or on account of:

     

    (a)  any
present or future tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such holder, or between a fiduciary, settlor, beneficiary,
member or shareholder of such holder, if such holder is an estate, a trust, a
partnership or a corporation for U.S. federal income tax purposes, and the
United States, including, without limitation, such holder (, or such fiduciary,
settlor, beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment therein or
(ii) the presentation by or on behalf of the holder of this Note for
payment on a date more than 15 calendar days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;

     

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

     

    (c)  any
tax, assessment or other governmental charge imposed by reason of such holder’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 which
accumulates earnings to avoid U.S. federal income tax or as a private foundation
or other tax-exempt organization or a bank receiving interest under Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

     

    (d)  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;

     

    (e)  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
such payment can be made without such withholding by any other Paying Agent in a
city in Western Europe;

     

    (f)  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 or identity of the holder or
beneficial owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or taxing
authority thereof or therein as a precondition to relief or exemption from such
tax, assessment or other governmental charge;

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (g)  any
tax, assessment or other governmental charge imposed by reason of such holder’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

     

    (h)  any
combination of items (a), (b), (c), (d), (e), (f) or (g).

     

    In
addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder 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 (ii) by or on behalf of
a holder 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 shall the Issuer pay Additional Amounts with
respect to any payment on this Note to a U.S. Alien who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

     

    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 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 

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    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 System
(“TARGET”) is operating
(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 CD
Rate, 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 EURIBOR (or to LIBOR when the Index Currency is euros) shall be the
second TARGET Settlement Day prior 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 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 CD
Rate.  If the Base Rate specified on the face hereof is the
“CD
Rate,”  for any Interest Determination Date, the CD Rate with
respect to this Note shall be the rate on 

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    that date
for negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in “Statistical Release H.15(519), Selected Interest
Rates,” or any successor publication of the Board of Governors of the Federal
Reserve System (“H.15(519)”) under the heading
“CDs (Secondary Market).”

     

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

    
       

      (i) If the
above rate is not published in H.15(519) by 3:00 p.m., New York City time, on
the Calculation Date, the CD Rate shall be the rate on that Interest
Determination Date set forth in the daily update of H.15(519), available through
the world wide website of the Board of Governors of the Federal Reserve System
at http://www.federalreserve.gov/releases/h15/update, or any successor site or
publication (“H.15 Daily
Update”) for the Interest Determination Date for certificates of deposit
having the Index Maturity specified on the face hereof, under the caption “CDs
(Secondary Market).”

       

      (ii) If
the above rate is not yet published in either H.15(519) or the H.15 Daily Update
by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent
shall determine the CD Rate to be the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on that Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit 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 negotiable U.S. dollar certificates of deposit of major
U.S. money center banks of the highest credit standing in the market for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is representative
for a single transaction in that market at that time.

       

      “Initial
dealer” with respect to this Note means either Morgan Stanley & Co.
Incorporated or Morgan Stanley DW Inc., as applicable.

       

      (iii) If
the dealers selected by the Calculation Agent are not quoting as set forth
above, the CD Rate for that Interest Determination Date shall remain the CD 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 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 H.15(519), under the heading “Commercial Paper — Nonfinancial.”

       

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

       

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (i) If the
above rate is not published by 3:00 p.m., New York City time, on the Calculation
Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on that Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof 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 “Commercial Paper —Nonfinancial.”

     

    (ii) If by
3:00 p.m., New York City time, on that Calculation Date the rate is not yet
published in either H.15(519) or 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.

     

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

     

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

     

    
       

      
        	
                Money
      Market Yield =

              	
                   
        D x 360       

              	
                 x
      100

              
	
                360
      – (D x M)

              


      

       

    

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

     

    Determination of
EURIBOR.  If the Base Rate specified on the face hereof is
“EURIBOR,” for any
Interest Determination Date, EURIBOR with respect to this Note shall be the rate
for deposits in euros as sponsored, calculated and published jointly by the
European Banking Federation and ACI - The Financial Market Association, or any
company established by the joint sponsors for purposes of compiling and
publishing those rates, for the Index Maturity specified on the face hereof as
that rate appears on the display on Moneyline Telerate, or any successor
service, on page 248 or any other page as may replace page 248 on that service
(“Telerate
Page 248”) as of 11:00 a.m., Brussels time.

     

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

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (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, the EURIBOR rate for that Interest Determination Date shall remain the
EURIBOR for the immediately preceding Interest Reset Period, or, if there was no
Interest Reset Period, the rate of interest payable shall be the Initial
Interest Rate.

     

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

     

    Determination of the Federal Funds
Rate.  If the Base Rate specified on the face hereof is the
“Federal Funds Rate,”
for any Interest Determination Date, the Federal Funds Rate with respect to this
Note shall be the rate on that date for U.S. dollar federal funds as published
in H.15(519) under the heading “Federal Funds (Effective)” as displayed on
Moneyline Telerate, or any successor service, on page 120 or any other page
as may replace page 120 on that service (“Telerate
Page 120”).

     

    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 either H.15(519) or 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, by each of three leading brokers of U.S. dollar federal
funds transactions in The City of 

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    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 rate on that date for U.S. dollar federal funds as
published in H.15(519) under the heading “Federal Funds (Open)” as displayed on
Moneyline Telerate, or any successor service, on page 5 or any other page as may
replace page 5 on that service, (“Telerate 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 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
  (Open).”

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      the above rate is not yet published in either H.15(519) or 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 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 (based on the Federal
      Funds (Open) Rate) prior to 9:00 a.m., New York City time, on that
      Interest Determination Date, 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) As of
the Interest Determination Date, LIBOR shall be either (a)  if “LIBOR Reuters” is specified as
the Reporting Service on the face hereof, the arithmetic mean of the offered
rates for deposits in the Index Currency having the Index Maturity designated on
the face hereof, 

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    commencing
on the second London Banking Day immediately following that Interest
Determination Date, that appear on the Designated LIBOR Page, as defined below,
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; except that if the
specified Designated LIBOR Page, by its terms provides only for a single rate,
that single rate shall be used; or (b) if “LIBOR Telerate” is specified
as the Reporting Service on the face hereof, the rate for deposits in the Index
Currency having the Index Maturity designated on the face hereof, commencing on
the second London Banking Day immediately following that Interest Determination
Date or, if pounds sterling is the Index Currency, commencing on that Interest
Determination Date, that appears on the Designated LIBOR Page at approximately
11:00 a.m., London time, on that Interest Determination Date.

     

    (ii) If
(a) fewer than two offered rates appear and LIBOR Reuters is specified on the
face hereof, or (b) no rate appears and the face hereof specifies either (x)
LIBOR Telerate or (y) LIBOR Reuters 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.

     

    (iii) If
at least two quotations are provided, LIBOR determined on that Interest
Determination Date shall be the arithmetic mean of those
quotations.  If fewer than two quotations are provided, LIBOR shall be
determined for the applicable Interest Reset Date as the arithmetic mean of the
rates quoted at approximately 11:00 a.m., London time, 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, the LIBOR rate for that Interest Determination Date shall remain the
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.

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Designated LIBOR Page” means
either: (a) if LIBOR Reuters is designated as the Reporting Service on the
face hereof, the display on the Reuters Money 3000 Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency or its designated successor, or (b) if LIBOR Telerate is designated as
the Reporting Service on the face hereof, the display on Moneyline Telerate, or
any successor service, on the page specified on the face hereof, 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.

     

    If neither
LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for the
applicable Index Currency shall be determined as if LIBOR Telerate were
specified, and, if the U.S. dollar is the Index Currency, as if Page 3750 had
been specified.

     

    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 H.15(519) 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 prior to 3:00 p.m., New York City time, on the
Calculation Date, then the Prime Rate shall be the rate on that Interest
Determination Date as published in the H.15 Daily Update under the heading “Bank
Prime Loan.”

     

    (ii) If
the above rate is not published in either H.15(519) or the H.15 Daily Update by
3:00 p.m., New York City time, on the Calculation Date, then 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 Screen
USPRIME 1 Page, as defined below, as that bank’s Prime Rate or base lending
rate as in effect for that Interest Determination Date.

     

    (iii) If
fewer than four rates for that Interest Determination Date appear on the Reuters
Screen USPRIME 1 Page 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).

     

    (iv) 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 Screen USPRIME 1
Page” means the display designated as page “USPRIME 1” on the
Reuters Money 3000 Service, or any successor service, or any other page as may
replace the USPRIME 1 Page on that service for the purpose of displaying
prime rates or base lending rates of major U.S. banks.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    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 “INVESTMENT RATE” on the display on Moneyline Telerate, or any successor
service, on page 56 or any other page as may replace page 56 on that
service (“Telerate
Page 56”) or page 57 or any other page as may replace
page 57 on that service (“Telerate Page 57”);
or

     

    (ii) if
the rate described in (i) above is not published by 3:00 p.m., New York City
time, on the Calculation Date, the Bond Equivalent Yield of the rate for the
applicable Treasury Bills as 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/Auction
High”; or

     

    (iii) if
the rate described in (ii) 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

     

    (iv) if
the rate described in (iii) above is not announced by the United States
Department of the Treasury, or if the Auction is not held, the Bond Equivalent
Yield of the rate on the applicable Interest Determination Date of Treasury
Bills having the Index Maturity specified on the face hereof published in
H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary
Market”; or

     

    (v) if the
rate described in (iv) 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 of the applicable Treasury Bills as 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

     

    (vi) if
the rate described in (v) 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

     

    (vii) if
the dealers selected by the Calculation Agent are not quoting as described in
(vi), 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:

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                Bond
      Equivalent Yield =

              	
                   
          D x N       
      

              	
                x
      100

              
	
                360
      – (D x M)

              


      

       

    

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

     

    Determination of CMT
Rate.  If the Base Rate specified on the face hereof is the
“CMT Rate,” for any
Interest Determination Date, the CMT Rate with respect to this Note shall be the
rate displayed on the Designated CMT Telerate Page (as defined below) under the
caption “... Treasury Constant Maturities ... Federal Reserve Board
Release H.15... Mondays Approximately 3:45 p.m.,” 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 Telerate Page is
7051; and

     

    (2) the
week or the month, as applicable, ended immediately preceding the week in which
the related Interest Determination Date occurs, if the Designated CMT Telerate
Page is 7052.

     

    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 displayed by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate shall be the Treasury Constant Maturity rate for the Designated CMT
Maturity Index as published in the relevant H.15(519).

     

    (ii) If
the above rate is no longer published, 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 Maturity Rate for the Designated CMT Maturity Index or
other U.S. Treasury rate for the Designated CMT Maturity Index on the Interest
Determination 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 Telerate Page and published in the relevant
H.15(519).

     

    (iii) If
the information set forth 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

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     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.

     

    (iv) If
the Calculation Agent cannot obtain three Treasury Notes quotations as described
in (iii) 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 (iii) 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.

     

    (v) If
three or four, and not five, of the reference dealers are quoting as described
in (iv) 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.

     

    (vi) If
fewer than three reference dealers selected by the Calculation Agent are quoting
as described in (iv) 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 Telerate Page”
means the display on Moneyline Telerate, 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 as reported
in H.15(519).  If no page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052, 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 in the applicable pricing
supplement 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.

     

    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.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    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 CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds
(Open) Rate, Prime Rate or LIBOR (except if the Index Currency is pounds
sterling); (ii) by 365 if the Base Rate is LIBOR and the Index Currency is
pounds sterling; or (iii) by the actual number of days in the year if the Base
Rate is the Treasury Rate or the CMT Rate.  All percentages resulting
from any calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point with
(.000005% being rounded up to .00001%) and all U.S. dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent, with one-half cent rounded upward.  All Japanese Yen amounts
used in or resulting from such calculations will be rounded downwards to the
next lower whole Japanese Yen amount.  All amounts denominated in any
other currency used in or resulting from such calculations will be rounded to
the nearest two decimal places in such currency, with .005 being rounded up to
..01.  The interest rate in effect on any Interest Reset Date will be
the applicable rate as reset on such date.  The interest rate
applicable to any other day is the interest rate from the immediately preceding
Interest Reset Date (or, if none, the Initial Interest Rate).

     

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

     

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

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    The
Trustee has been appointed registrar for the Notes, and the Trustee 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 Trustee by surrendering this Note for cancellation, accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the
Trustee and duly executed by the registered holder hereof in person or by the
holder’s attorney duly authorized in writing, and thereupon the Trustee 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 Trustee 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 Trustee and executed by the
registered holder in person or by the holder’s attorney duly authorized in
writing.  The date of registration of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest
results from such exchange or transfer.

     

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

     

    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 or premium, if any, or
interest on, any series of debt securities issued under the Senior Indenture,
including the series of Notes of which this Note forms a part, 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


     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    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.

     

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


     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    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 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.

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    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 and 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 or 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 non-resident alien individual, (ii) a foreign corporation,
(iii) a non-resident alien fiduciary or 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 non-resident alien individual, a foreign corporation or a
non-resident 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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    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.

           

          _______________________

        

         


        
          
             


          

          
            35

            
              

            

          

          
             


          

        


        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
such person 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.

                    

                  


          

           

        

         

        
          
             


          

          
            36

            
              

            

          

          
             


          

        

         

         

        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.

                    


            

             

          

           

           

          37