EXHIBIT
4.3

       

    

    [FORM
OF FACE OF FDIC-GUARANTEED NOTE]

     

    FLOATING
RATE SENIOR NOTE

     

    


    
      	
              REGISTERED

            	
              REGISTERED
      No. FLR

            
	
              [PRINCIPAL
      AMOUNT]

            	
              CUSIP:

            
	 
      	
              ISIN:

            
	 
      	
              COMMON
    CODE:

            


    

    


    


    This
debt is guaranteed under the Federal Deposit Insurance Corporation’s Temporary
Liquidity Guarantee Program and is backed by the full faith and credit of the
United States. The details of the FDIC guarantee are provided in the FDIC’s
regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The
expiration date of the FDIC’s guarantee is the earlier of the maturity date of
the debt or June 30, 2012.

     

    [Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (as
defined below) 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 is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

     

    Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this certificate may not be transferred except as a whole by
DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC
or by DTC or any such nominee to a successor Depositary or a nominee of such
successor Depositary.]1

     

    [Insert any legend required by the
Internal Revenue Code and the Regulations thereunder]

     

    [Insert any legend required by the
Employee Retirement Income Security Act and the Regulations
thereunder]

     

    

      

    

    
      1 Modify
as appropriate if this Registered Global Security will not settle in
DTC

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    MORGAN
STANLEY

    FLOATING
RATE NOTE DUE _____________

    GUARANTEED
UNDER THE FDIC’S

    TEMPORARY
LIQUIDITY GUARANTEE PROGRAM

    


     

    Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay to _____________, or registered assigns, the
principal sum of _______________, on _____________ (the “Maturity Date”), and to pay
interest thereon at a rate per annum equal to [LIBOR] [EURIBOR] (as defined
below) (the “Base Rate”)
[[plus] [minus] ____%]2 until the principal hereof is paid or duly
made available for payment, [weekly] [monthly] [quarterly] [semiannually]
[annually] in arrears on the __ day of ________ in each year (each such date, an
“Interest Payment
Date”), commencing on ________, and on the Maturity
Date.  Interest will be computed based on an actual/360 day count
basis.  Interest payments for this Registered Global Security shall
include accrued interest from and including ________ or from and including the
last date in respect of which interest has been paid or duly provided for, as
the case may be, to but excluding the Interest Payment Date or Maturity Date or
an earlier redemption date (except as described below), as the case may
be.

     

    If any
Interest Payment Date, other than the Maturity Date or an earlier redemption
date, falls on a day that is not a Business Day (as defined below), the Interest
Payment Date shall be postponed to the next day that is a Business Day, except
if that Business Day is in the next succeeding calendar month, the Interest
Payment Date shall be the immediately preceding Business Day.  If the
Maturity Date or an earlier redemption date falls on a day that is not a
Business Day, the payment of interest and principal on this Registered Global
Security shall be made on the next succeeding Business Day, and no interest on
such payment shall accrue for the period from and after the Maturity Date or
redemption date.

     

    The rate
of interest on this Registered Global Security shall be reset [weekly] [monthly]
[quarterly] [semiannually] [annually] (the “Interest Reset Period,” and
the first day of each Interest Reset Period being an “Interest Reset
Date”).  The Interest Reset Dates shall be ___________ of each
year, commencing ____________; provided that the interest
rate in effect from ___________  (the “Original Issue Date”) to but
excluding the first Interest Reset Date shall be the rate determined on the
second London banking day prior to the Original Issue Date (such rate, the
“Initial Interest
Rate”).  If any Interest Reset Date falls on a day that is not
a Business Day (as defined below), the Interest Reset Date shall be postponed to
the next day that is a Business Day, except if that Business Day is in the next
succeeding calendar month, the Interest Reset Date shall be the next preceding
Business Day.

     

    
      

      
        2 Insert
if applicable

         

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

    

     

    As used
herein, “Business Day”
means any day, other than a Saturday or Sunday, (a) that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law or regulation to close (x) in The City of New York or (y) if this Registered
Global Security is denominated in a currency (the “Specified Currency”) other than U.S. dollars,
euro or Australian dollars, in the principal financial center of the country of
the Specified Currency, or (z) if this Note is denominated in Australian
dollars, in Sydney and (b) if this Note is denominated in euro, that is also a
day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer payment system, which utilizes a single shared platform and was
launched on November 19, 2007, is open for the settlement of payment in euro (a
“TARGET Settlement
Day”).

     

    The Bank
of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as
JPMorgan Chase Bank)), is the “Calculation Agent” for this
Registered Global Security.  Upon the request of the Holder of this
Registered Global Security, the Calculation Agent shall provide the interest
rate then in effect and, if determined, the interest rate that shall become
effective on the next Interest Reset Date.

     

    The
Calculation Agent shall determine the Initial Interest Rate and the interest
rate for each succeeding Interest Reset Period.  The Interest
Determination Date pertaining to an Interest Reset Date, if this Registered
Global Security bears interest calculated by reference to LIBOR (other than for
LIBOR Notes for which the Index Currency is euros) shall be the second London
banking day prior to such Interest Reset Date, except that the Interest
Determination Date pertaining to an Interest Reset Date, if interest is
calculated by reference to LIBOR, 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, if this Registered Global Security
bears interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day prior to such
Interest Reset Date.

     

    [Insert if Base Rate is LIBOR:
LIBOR shall be determined by the Calculation Agent follows:

     

    (i) LIBOR
means, for any Interest Determination Date, the arithmetic mean of the offered
rates for deposits in _________ (the “Index Currency”) for a period
of _________ (the “Index
Maturity”), commencing on [the second London banking day immediately
following]3 that Interest Determination Date, that appear
on Page [LIBOR01], or any successor page for the purpose of displaying the
London interbank rates of major banks for U.S. dollars (the “Designated LIBOR Page”), on
Reuters Money 3000 Service, or any successor service, at approximately 11:00
a.m., London time, on such Interest Determination Date, if at least two offered
rates appear on the Designated LIBOR Page; except that if the Designated LIBOR
Page, by its terms, provides only for a single rate, that single rate shall be
used.

     

     

    
      

    

    3 Insert if Index Currency is other than pounds
sterling

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii) If
(a) fewer than two offered rates appear or (b) no rate appears and the
Designated LIBOR Page by its terms provides only for a single rate, then the
Calculation Agent shall request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with the Issuer) to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity commencing on [the second London banking
day immediately following]4 the 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.], [principal financial center for
country of the Index Currency] time, on that Interest Reset Date, by
three major banks in [principal financial center for the
country of the Index Currency] selected by the Calculation Agent (after
consultation with the Issuer) for loans in the Index Currency to leading
European banks, having the Index Maturity and in a principal amount that is
representative of a single transaction in that Index Currency in that market at
that time.

     

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

     

    
      [Insert if Base Rate is EURIBOR:
EURIBOR 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 a period of _________ (the
“Index Maturity”) as
that rate appears on the display on Reuters 3000 Xtra Service (“Reuters”), or any successor
service, on page EURIBOR01 or any other page as may replace page EURIBOR01 on
that service (“Reuters Page
EURIBOR01”) as of 11:00 a.m., Brussels time.

       

    

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

     

    (i) If the
above rate does not appear, the Calculation Agent shall request the principal
Euro-zone office of each of four major banks in the Euro-zone interbank market,
as selected by the Calculation Agent (after consultation with the Issuer), to
provide the Calculation Agent with its offered rate for deposits in euros, at
approximately 11:00 a.m., Brussels time, on the Interest Determination Date, to
prime banks in the Euro-zone interbank market for the Index Maturity commencing
on the applicable Interest Reset  

     

     

    
      

    

     4 Insert if Index Currency is other than pounds
sterling.

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 commencing on that Interest Reset Date in a principal amount
not less than the equivalent of U.S.$1 million in euro.

     

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

     

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

     

    Accrued
interest on this Registered Global Security shall be calculated by multiplying
the principal amount hereof by an accrued interest factor.  The
accrued interest factor shall be computed by adding the interest factors
calculated for each day in the period for which interest is being
paid.  The interest factor for each day is computed by dividing the
interest rate applicable to that day by 360.  The interest rate in
effect on any Interest Reset Date shall be the applicable rate as reset on that
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.  All percentages used in or resulting from any
calculation of the rate of interest on this Registered Global Security shall be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in
or resulting from these calculations shall be rounded to the nearest cent (with
one-half cent rounded upward).  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.

     

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

     

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    IN WITNESS
WHEREOF, Morgan Stanley has caused this Registered Global Security to be duly
executed.

     

    


    
      	
              DATED:

            	
              MORGAN
      STANLEY

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
               

            	
              Name:

            
	 
      	
               

            	
              Title:

            


    

    


    


    TRUSTEE’S
CERTIFICATE

    OF AUTHENTICATION

    


    This is
one of the Securities referred

    to in the
within-mentioned

    Senior Indenture.

    


    THE BANK
OF NEW YORK MELLON,

    as Trustee

    


    


    


    
      	
              By:

            	 
      
	 
      	
              Authorized
      Signatory

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    [Form of Reverse of
Security]

    


    The
interest payable, and punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name this Registered Global
Security (or one or more predecessor Registered Global Securities) is registered
at the close of business on the fifteenth calendar day prior to such Interest
Payment Date (whether or not a Business Day) (each such date, a “Record Date”); provided that
the interest payment due on the Maturity Date (or any earlier redemption date)
will be payable to the Person to whom the principal is paid.

     

    
      Payment of
the principal of this Registered Global Security, and the interest due on the
Maturity Date (or any earlier redemption date), [unless this Registered Global
Security is denominated in a Specified Currency other than U.S. dollars and is
to be paid in such Specified Currency]5, shall be made upon
surrender of this Registered Global Security at the office or agency of the
Issuer, maintained for that purpose in the Borough of Manhattan, The City of New
York, [at the office or agency of the London Paying Agent, as defined below,] or
at such other paying agency as the Issuer may determine (the “Paying Agent”[, which term
shall include the London Paying Agent]).  Payment of the principal of,
and interest on this Registered Global Security shall be made in [such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts] [in [____]]; provided, however, that at
the option of the Issuer, interest may be paid by wire transfer or by mailing
checks for such interest payable to or upon the written order of the Person
entitled thereto at its last address as it appears on the registry books of the
Issuer.

       

    

    
      [Insert for
non-U.S. dollar Notes settled through DTC: If this Registered Global
Security is denominated in a Specified Currency other than U.S. dollars,
payments of principal and interest 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, at least ten Business Days prior to
the Maturity Date [or the redemption date], as the case may be; provided that, if payment of
interest or principal with regard to this Registered Global Security 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 on the
registry books of the Issuer; and provided, further, that
payment of the principal of this Registered Global Security and the interest due
at maturity [or on the redemption date] will be made upon surrender of this
Registered Global Security at the office or agency referred to in the preceding
paragraph.]

    

     

    
      

    

    
      
        5 Insert
if Notes are to be settled in DTC.

         

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
      This
Registered Global Security is one of the duly authorized debt securities of the
Issuer (the “Securities”
and, individually, a “Security”)
issued or to be issued under and pursuant to the Senior Indenture dated
as of November 1, 2004 (as supplemented by the First Supplemental Senior
Indenture dated as of September 4, 2007, the Second Supplemental Senior
Indenture dated as of January 4, 2008, the Third Supplemental Senior Indenture
dated as of September 10, 2008 and the Fourth Supplemental Senior Indenture
dated as of December 1, 2008 (the “Fourth
Supplemental Senior Indenture”), and as may be further amended or
supplemented from time to time, the “Senior
Indenture”), between the Issuer and The Bank of New York Mellon (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), 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 Securities and the
terms upon which the Securities are, and are to be, authenticated and
delivered.  The terms of the Senior Indenture are hereby incorporated
by reference herein.  The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption or repayment provisions (if any),
may be subject to different sinking, purchase or analogous funds (if any) and
may otherwise vary as provided in the Senior Indenture.  This security
is a Registered Global Security of a series of Securities designated as the
[Title of the Securities] Guaranteed Under the FDIC’s Temporary Liquidity
Guarantee Program (the “Notes”).

       

    

    
      [Insert for Notes
settled through Euroclear or Clearstream, Luxembourg directly: The Issuer
has appointed The Bank of New York Mellon, acting through its principal
corporate trust office in the Borough of Manhattan, The City of New York as a
Paying Agent for the Notes in the United States [and The Bank of New York
Mellon, London Branch, at its corporate trust office in London, as an additional
Paying Agent for the Notes outside the United States (the “London Paying Agent”), which
term includes any additional or successor London Paying Agent appointed by the
Issuer).]

    

     

    Article 13
of the Senior Indenture shall apply to the Notes. The Bank of New York Mellon
and its successors have been designated as the Representative of the Holders of
the Notes. Any Holder of this Note may elect not to be represented by the
Representative by providing written notice of such election to the
Representative.

    


    The Notes
shall not be subject to any sinking fund and shall not be repayable at the
option of the Holder prior to maturity.

     

    [Insert if Notes
are subject to payment of Additional Amounts: If the Holder of a Note
is a United States Alien, as defined below, the Issuer shall pay additional
amounts to such Holder as may be necessary in order that every Net Payment, as
defined below, of the principal of and interest on such Note will not be less
than the amount provided for in such Note to be then due and
payable.  A “United
States Alien” shall mean (i) a foreign corporation, (ii) a nonresident
alien individual, (iii) a nonresident alien fiduciary of a foreign estate or
trust, or (iv) a foreign partnership one or more of the members of 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    which is a
foreign corporation, a nonresident alien individual or a nonresident alien
fiduciary of a foreign estate or trust.  “Net
Payment” shall mean the amount the Issuer or its Paying Agent pays after
deducting or withholding for or on account of any present or future tax,
assessment or governmental charge imposed with respect to such payment by the
United States or any political subdivision or taxing authority thereof or
therein.

       

      Notwithstanding
the preceding paragraph, the Issuer shall not be required to pay any additional
amounts to a Holder of a Note for or on account of:

      
         

        
          	
                   
      

                	
                  (i)

                	
                  any
      present or future tax, assessment or other governmental charge that would
      not have been so imposed but for (1) the existence of any present or
      former connection between such Holder or the beneficial owner of such
      Note, or between a fiduciary, settlor, beneficiary, member or shareholder
      of such beneficial owner, if such beneficial owner is an estate, a trust,
      a partnership or a corporation, of the United States and its possessions,
      including, without limitation, such beneficial owner, or such fiduciary,
      settlor, beneficiary, member or shareholder, being or having been a
      citizen or resident of the United States or being or having been engaged
      in the conduct of a trade or business or present in the United States or
      having, or having had, a permanent establishment in the United States; or
      (2) the presentation by such Holder or such beneficial owner of the Note
      for payment on a date more than 15 days after the date on which payment
      became due and payable or the date on which payment thereof is duly
      provided for, whichever occurs
later;

                


        

         

      

    

    
    

    
      	
              
              

            	
              (ii)

            	
              any
      estate, inheritance, gift, sales, excise, transfer, capital gains,
      corporation, income or personal property tax or any similar tax,
      assessment or governmental charge;

            


    

     

    
      	
              
              

            	
              (iii)

            	
              any
      tax, assessment or other governmental charge imposed by reason of such
      Holder or such beneficial owner’s past or present status as a personal
      holding company or controlled foreign corporation or passive foreign
      investment company with respect to the United States or as a corporation
      that accumulates earnings to avoid United States federal income tax or as
      a private foundation or other tax-exempt
  organization;

            


    

     

    
      	
              
              

            	
              (iv)

            	
              any
      tax, assessment or other governmental charge that is payable otherwise
      than by withholding from payments on or in respect of any
      Note;

            


    

     

    
      	
              
              

            	
              (v)

            	
              any
      tax, assessment or other governmental charge imposed solely because the
      payment is to be made by a particular Paying Agent (including the Issuer)
      and would not be imposed if made by another Paying
  Agent;

            


    

     

    
      	
              
              

            	
              (vi)

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

            


    

     

    
       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

     

    
      	
              
              

            	
              (vii)

            	
              any
      tax, assessment or other governmental charge that would not have been
      imposed but for the failure to comply with certification, information or
      other reporting requirements concerning the nationality, residence,
      identity or connection with the United States of such Holder or beneficial
      owner of such Note, if 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 the tax,
      assessment or other governmental
charge;

            


    

     

    
      	
              
              

            	
              (viii)

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

            


    

     

    
      	
              
              

            	
              (ix)

            	
              any
      combination of the items listed
above.

            


    

     

    In
addition, the Issuer shall not be required to make any payment of additional
amounts with respect to any Note presented for payment: (i) where such
withholding or deduction is required to be made pursuant to the European Union
Directive on the taxation of savings or any other directive implementing the
conclusions of the ECOFIN Council meeting of 26–27 November 2000 or any law
implementing or complying with, or introduced in order to conform to, such
Directive; or (ii) by or on behalf of a Holder who would have been able to avoid
such withholding or deduction by presenting the relevant Note to another Paying
Agent in a Member State of the European Union.

     

    The Issuer
shall not pay additional amounts with respect to any payment of principal, or
interest to any United States Alien who is a fiduciary or a partnership, or who
is not the sole beneficial owner of the payment to the extent that the Issuer
would not have to pay additional amounts to any beneficiary or settlor of the
fiduciary or any member of that partnership, or to any beneficial owner of the
payment, if that person or entity were treated as the beneficial owner of such
Note for these purposes.]

     

    [Insert if Notes
are subject to Tax Redemption: The Issuer shall be entitled, at its
option, to redeem the outstanding Notes in whole but not in part if at any time
the Issuer has or will become obligated to pay additional amounts on any Notes
on the subsequent Interest Payment Date, but only if the obligation of the
Issuer results from a change in the laws or regulations of the United States or
any political subdivision or taxing authority thereof or therein, or from a
change in any official interpretation or application of those laws or
regulations, that becomes effective or is announced on or after [Insert pricing
date].  Prior to giving the notice of such redemption pursuant
to the second succeeding paragraph, the Issuer shall provide the Trustee with an
Opinion of Counsel that the conditions precedent to the right of the Issuer to
redeem the Notes have occurred. Such Opinion of Counsel shall be based on the
laws and application and interpretation thereof in effect on the date of such
opinion or to become effective on or before such subsequent Interest Payment
Date.

     

    
       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

    

     

    If the
Issuer redeems the Notes, it shall do so at the redemption price equal to 100%
of the principal amount of the Notes redeemed, plus accrued interest to the
redemption date.

     

    If the
Issuer becomes entitled to redeem the Notes, it may do so at any time on a
redemption date of its choice. However, the Issuer must give the Holders of the
Notes being redeemed notice of the redemption not less than 30 days or more than
60 days before the redemption date. In addition, the obligation of the Issuer to
pay additional amounts must remain in effect when the Issuer gives the notice of
redemption.]

     

    This
Registered Global Security and all 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
Registered Global Security, and any Registered Global Security or Registered
Global Securities issued upon transfer or exchange hereof, is issuable only in
fully registered form, without coupons, and in denominations of U.S.$[______]
and any integral multiple of U.S.$[_______] in excess
thereof.  

     

    The
Trustee has been appointed registrar for the Notes, and the Trustee will
maintain at its office in the Borough of Manhattan, The City of New York, a
register for the registration and transfer of Notes.  Subject to the
limitations, terms and conditions set forth herein and in the Senior Indenture,
this Registered Global Security may be transferred at the aforesaid office of
the Trustee by surrendering this Registered Global Security for cancellation,
and thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees, in exchange herefor, a new
Registered Global Security or Registered Global Securities having identical
terms and provisions and having a like aggregate principal amount in authorized
denominations.  Upon the occurrence of certain events specified in
Section 2.08 of the Senior Indenture, this Registered Global Security is
exchangeable at the office of the Trustee for definitive registered Notes
without coupons of authorized denominations in an equal aggregate principal
amount and having identical terms and provisions as the surrendered Registered
Global Security.

     

    All
Registered Global Securities surrendered for transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to, the Issuer and the Trustee and executed by the
registered Holder or by the Holder’s attorney duly authorized in
writing.  The Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
such exchange or registration of transfer.

     

    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 

    
      
        
        

      

      
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    any manner
the rights of the Holders of each series so affected; provided that the Issuer and
the Trustee may not, without the consent of the Holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or change the currency of payment thereof, or modify or
amend the provisions for conversion of any currency into any other currency, or
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 (b) reduce the aforesaid percentage
in principal amount of debt securities the consent of the Holders of which is
required for any such supplemental indenture.

     

    Subject to
Section 13.08 of the Senior Indenture, the Senior Indenture provides that if an
Event of Default (as defined in Section 5.01 and Section 13.08 of the Senior
Indenture) with respect to the Guaranteed Securities (as defined in Section
13.01 of the Senior Indenture) of any series at the time Outstanding occurs and
is continuing, then and in each and every case, unless the principal of all of
the Guaranteed Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Guaranteed Securities of such series then Outstanding
under the Senior Indenture, by notice in writing to the Issuer (and to the
Trustee if given by Securityholders of such series), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all the Guaranteed Securities of such series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in the Senior Indenture or in such Guaranteed Securities
contained to the contrary notwithstanding.

     

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

       

      The
Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and
treat the registered Holder hereof as the absolute owner of this Registered
Global Security (whether or not this Registered Global Security shall be overdue
and notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer, the Trustee or any agent of the Issuer or the
Trustee shall be affected by any notice to the contrary.

       

       

    

    
      
        
        

      

      
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    No
recourse under or upon any obligation, covenant or agreement of the Issuer in
the Senior Indenture or any indenture supplemental thereto or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, 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, under any rule of
law, statute or constitutional provision or by the enforcement of penalty or
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.

     

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

     

    All terms
used in this Registered Global Security, which are defined in the Senior
Indenture and not otherwise defined herein, shall have the meanings assigned to
them in the Senior Indenture.

     

    Unless the
certificate of authentication hereon has been executed by the Trustee by manual
signature, this Registered Global Security shall not be entitled to any benefit
under the Senior Indenture or be valid or obligatory for any
purpose.

     

    
      
        
        

      

      
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    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 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
Registered Global Security, and all rights thereunder, hereby irrevocably
constituting and appointing

    


    


    
      
 attorney to
transfer such security on the books of the Issuer, with full power of
substitution in the premises.

    


    


    
      	
              Dated:

            	
               

            	 
      	
              Signature:

            	
               

            


    

    


    


    
      	
              NOTICE:

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

            


    

    
    

    
 

     

     

     

     


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