Proposed form of Global Note evidencing the Securities



 EXHIBIT 4.1 
  

FORM OF FIXED RATE NOTE 
  

					
	REGISTERED	 	 	 	REGISTERED
	No. FXR	 	 	 	U.S. $[            ]
	 	 	 	 	CUSIP: 61748A643

  
 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 NOTE, SERIES F 
  
 8% TARGETED INCOME STRATEGIC TOTAL RETURN SECURITIES 
  
 DUE JANUARY 15, 2012 
 EXCHANGEABLE FOR A CASH AMOUNT PAYABLE IN U.S. DOLLARS 
 BASED ON THE VALUE OF THE CBOE S&P 500 BUYWRITE INDEX 
  

							
	 ORIGINAL ISSUE DATE:
December 28, 2005
	 	 INITIAL REDEMPTION DATE:
See “Issuer Redemption Right” below.
	 	 INTERIM PAYMENT RATE: 8% per annum (equivalent to $0.80 per year per each $10.00 principal amount of this Security)
	 	 MATURITY DATE: See “Maturity Date” below.

				
	 INTERIM PAYMENT ACCRUAL DATE: December 28, 2005
	 	 INITIAL REDEMPTION PERCENTAGE: See “Net Entitlement Value Payable at Maturity, upon Redemption or upon Exchange”
below.
	 	 INTERIM PAYMENT
 DATE(S): See “Interim Payment Dates” below (beginning February 15, 2006).
	 	 OPTIONAL REPAYMENT DATE(S): See “Exchange Right” below.

				
	 SPECIFIED CURRENCY: U.S. dollars
	 	 ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A
	 	 INTERIM PAYMENT PERIOD: Monthly
	 	 APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION OR REDEMPTION: See “Discontinuance of the BXM Index; Successor Index; Alteration of
Method of Calculation” below.

				
	 IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN U.S. DOLLARS: N/A
	 	 REDEMPTION NOTICE PERIOD: See “Issuer Redemption Right” below.
	 	 APPLICABILITY OF ANNUAL INTERIM PAYMENTS: N/A
	 	 If yes, state Issue Price: N/A

				
	 EXCHANGE RATE AGENT: N/A
	 	 TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: N/A
	 	 PRICE APPLICABLE UPON OPTIONAL REPAYMENT: See “Net Entitlement Value Payable at Maturity, upon Redemption or upon Exchange”
below.
	 	 ORIGINAL YIELD TO MATURITY: N/A

				
	 OTHER PROVISIONS:
See below.
	 	 IF YES, STATE INITIAL OFFERING DATE: N/A
	 	 	 	 

  

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	 Issue Price 
	 $10.00 per Security 


  

	 Maturity Date 
	 January 15, 2012 


  

	 Denominations 
	 $10.00 and integral multiples thereof 


  

	 Interim Payment Dates 
	 The 15th day
of each month, beginning February 15, 2006 to and including the Maturity Date. On February 15, 2006, holders will receive an Interim Payment reflecting amounts accrued from December 28, 2005. 


  

	 Record Date 
	 Notwithstanding the definition of “Record Date” on page 15 hereof, the Record Date for each Interim Payment Date, including the Interim
Payment Date scheduled to occur on the Maturity Date, shall be the date which is five calendar days prior to such scheduled Interim Payment Date, whether or not that date is a Trading Day (as defined below); provided, however, that accrued but
unpaid interim payments payable on the Exchange Date (as defined below), if any (including upon exercise of the Issuer Redemption Right (as defined below)), will be payable to the Person to whom the Net Entitlement Value (as defined below) is
payable. 


  

	 Net Entitlement Value Payable at Maturity, upon Redemption or upon Exchange 
	 This Security is exchangeable on the Maturity Date or any Exchange Date, as applicable, or redeemable on certain Exchange Dates, for the Net
Entitlement Value determined on the Maturity Valuation Date (as defined below) or any Exchange Valuation Date (as defined below), as applicable. 


  

	 	 The Net Entitlement Value for each $10.00 principal amount of this Security on any Trading Day (as defined below) equals (i) the product of
(x) the Net Entitlement Value on the previous Trading Day (commencing December 28, 2005 (on which day the Net Entitlement Value equals $9.88)) times (y) the BXM Index Performance (as defined below) as of that Trading Day
minus (ii) the Adjustment Amount (as defined below) determined as of such Trading Day. 


  

	 	 The Issuer shall, or shall cause the Calculation Agent to, provide written notice to the Trustee and to The 


  

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	 	 Depository Trust Company (the “Depositary”), on which notice the Trustee and the Depositary may conclusively rely, on or prior to 10:30
a.m. New York City time on the Business Day immediately prior to the Maturity Date of the Net Entitlement Value to be paid with respect to each $10.00 principal amount of this Security. 


  

	 	 If this Security is not surrendered for exchange at maturity, upon redemption, upon acceleration or upon exchange, it shall be deemed to be no
longer Outstanding under, and as defined in, the Senior Indenture, except with respect to the holder’s right to receive the cash payment hereunder (including cash in respect of interim payments, if any) at maturity, upon redemption, upon
acceleration or upon an exchange. 


  

	 The BXM Index 
	 The CBOE S&P 500 BuyWrite Index as published by the Chicago Board Options Exchange (the “CBOE”). 


  

	 BXM Index Performance 
	 On any Trading Day, the Index Value (as defined below) on that Trading Day divided by the Index Value on the previous Trading Day.



  

	 Index Value 
	 On any Trading Day, the closing value of the BXM Index or any Successor Index (as defined below) on that Trading Day. Under certain circumstances,
the Index Value will be based on the alternate calculation of the BXM Index as described under “Discontinuance of the BXM Index; Successor Index; Alteration of Method of Calculation” below. 


  

	 Adjustment Amount 
	 On any Trading Day, the sum of (i) 8% times the Issue Price times the number of calendar days since the previous calculation of
the Net Entitlement Value divided by 365 plus (ii) 2% times the Net Entitlement Value on the previous Trading Day times the number of calendar days since the previous calculation of the Net Entitlement Value
divided by 365. 


  

	 Maturity Valuation Date and Exchange Valuation Date 
	 For purposes of calculating the Net Entitlement Value payable on the Maturity Date, the Maturity Valuation Date will be the third scheduled
Trading Day immediately prior to the Maturity Date, unless there is a Market Disruption Event (as defined below) on that date. 


  

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	 	 For purposes of calculating the Net Entitlement Value payable on any Exchange Date, the Exchange Valuation Date will be the last Trading Day of
the relevant Exchange Period, unless there is a Market Disruption Event on that date. 


  

	 	 If a Market Disruption Event occurs on the scheduled Maturity Valuation Date or the Exchange Valuation Date, then the Maturity Valuation Date or
the Exchange Valuation Date, as the case may be, will be the immediately succeeding Trading Day on which no Market Disruption Event has occurred. Notwithstanding the foregoing, the Maturity Valuation Date will be no later than the second scheduled
Trading Day preceding the Maturity Date and the Exchange Valuation Date will be no later than the third Trading Day following the last day of the relevant Exchange Period, as the case may be. If a Market Disruption Event occurs on the date specified
in the preceding sentence, then the Index Value for that date will be calculated on that date by the Calculation Agent (as defined below) in accordance with the formula for calculating the value of the BXM Index last in effect prior to the
commencement of the Market Disruption Event, using (x) in respect of the S&P 500 Index, the closing value (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing
value that would have prevailed but for such suspension or limitation) on such Trading Day of each stock most recently comprising the S&P 500 Index; and (y) in respect of the call option included in the BXM Index, the arithmetic average of
the last bid and ask prices (or, if trading in call options has been materially suspended or materially limited, its good faith estimate of the arithmetic average of the last bid and ask prices that would have prevailed but for such suspension or
limitation) of the call option reported before 4:00 p.m. (New York City time) on that date. 


  

	 Relevant Exchange 
	 The primary U.S. organized exchange or market of trading for any security then included in the BXM Index, the S&P 500 Index or any Successor
Index. 


  

	 Exchange Right 
	 The holder of this Security may, subject to the Minimum Exchange Amount (as defined below), exchange this Security on any Exchange Date for the
Net Entitlement Value, together with accrued but unpaid interim payments to but including the related Exchange Valuation Date, upon the holder’s transferring of this 


  

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	 	 Security (or if in book-entry form, book-entry interests herein) to the Trustee on the Issuer’s behalf at or prior to 10:00 a.m. (New York
City time) on the Exchange Date. 


  

	 	 Promptly after such transfer, the Issuer shall, or shall cause the Calculation Agent to, provide written notice to the Trustee and the Depositary,
on which notice the Trustee and the Depositary may conclusively rely, of the Net Entitlement Value to be paid with respect to each $10.00 principal amount of this Security being exchanged. 


  

	 	 The Issuer may request that Morgan Stanley & Co. Incorporated (“MS & Co.”) purchase this Security for the Net
Entitlement Value that would otherwise have been payable by the Issuer instead of exchanging it as aforesaid. MS & Co.’s agreement to purchase the exchanged Security will be without prejudice to the holder’s right to proceed
against the Issuer upon any failure of MS & Co. to settle the purchase when due. Any Securities purchased by MS & Co. will remain outstanding. 


  

	 Minimum Exchange Amount 
	 In order for a holder to exercise its Exchange Right, the holder must exchange at least 10,000 Securities, or multiples of 100 in excess thereof.
The Minimum Exchange Amount will not apply so long as a Credit Exchange Event (as defined below) has occurred and is continuing. 


  

	 	 For purposes of the definition of “Minimum Exchange Amount,” references to “Securities” shall be deemed to refer to each
$10.00 principal amount of a Security. 


  

	 Exchange Period 
	 The first 10 calendar days of January, April, July and October in each year, beginning in April 2006. 


  

	 Exchange Date 
	 The fifth Trading Day following the Exchange Valuation Date. 


  

	 Issuer Redemption Right 
	 Beginning in December 2008, the Issuer may redeem this Security for mandatory exchange in whole, but not in part, on any Exchange Date upon at
least 10 but not more than 30 calendar days’ notice prior to that Exchange Date to the holder of this Security and to the Trustee. Prior to December 2008, the Issuer will also have the right to redeem this Security for mandatory exchange in
whole, 


  

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	 	 but not in part, on any Exchange Date if, prior to any such Exchange Date, the Net Entitlement Value on any Trading Day is less than $2.00. If the
Issuer redeems this Security, the Issuer will pay to the Trustee for delivery to the holder on the Exchange Date, with respect to each $10.00 principal amount of this Security, the Net Entitlement Value determined on the related Exchange Valuation
Date, plus accrued but unpaid interim payments to, and including, the related Exchange Valuation Date. 


  

	 	 Promptly after the Exchange Valuation Date immediately preceding the redemption date established in the preceding paragraph, the Issuer shall, or
shall cause the Calculation Agent to, provide written notice to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, of the Net Entitlement Value to be paid with respect to each $10.00 principal
amount of this Security being redeemed. 


  

	 	 Prior to 9:30 a.m. New York City time on the Business Day prior to a redemption date, the Issuer shall, or shall cause the Calculation Agent to,
provide written notice to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, of the Net Entitlement Value to be paid with respect to each $10.00 principal amount of this Security being called for
exchange. 


  

	 Trading Day 
	 A day, as determined by the Calculation Agent, on which trading is generally conducted on the New York Stock Exchange (the “NYSE”) the
American Stock Exchange (“AMEX”), the Nasdaq Stock Market, the Chicago Mercantile Exchange and the CBOE, and in the over-the-counter market for equity securities in the United States. 


  

	 Discontinuance of the BXM Index; Successor Index; Alteration of Method of Calculation 7 
	 If CBOE or Standard & Poor’s (“S&P”) announces the discontinuance or suspension of publication of the BXM Index and,
prior to the roll date preceding such discontinuance or suspension (the “Discontinuance Roll Date”), CBOE or another entity publishes a successor or substitute index that MS & Co., as the Calculation Agent, determines, in its sole
discretion, to be substantially identical to the discontinued or suspended BXM Index 


  

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	 	 (such index being referred to herein as a “Successor Index”), then any Index Value beginning on and subsequent to the Discontinuance
Roll Date will be determined by reference to the value of such Successor Index. 


  

	 	 If the Calculation Agent is unable to identify a Successor Index prior to the Discontinuance Roll Date, then beginning on the Discontinuance Roll
Date, the Calculation Agent or one of its affiliates (as selected by the Calculation Agent) will determine the Index Value on a daily basis and the Calculation Agent will undertake to identify and designate, in its sole discretion, a Successor Index
prior to the roll date immediately following the Discontinuance Roll Date (the “Subsequent Roll Date”). Upon the designation of such Successor Index by the Calculation Agent, any Index Value will be determined by reference to the value of
such Successor Index upon such designation. If, however, the Calculation Agent is unable to identify a Successor Index prior to the fifth scheduled Trading Day preceding the Subsequent Roll Date, then the Maturity Valuation Date will be deemed
accelerated to the Trading Day immediately prior to the Subsequent Roll Date, the Issuer shall, or shall cause the Calculation Agent to, give the Trustee immediate notice of such acceleration and the Calculation Agent will determine the Net
Entitlement Value on that date. 


  

	 	 If CBOE or S&P discontinues or suspends publication of the BXM Index without prior notice, then upon such discontinuance or suspension the
Calculation Agent or one of its affiliates will determine the Index Value on a daily basis and the Calculation Agent will undertake to identify and designate, in its sole discretion, a Successor Index prior to the roll date following such
discontinuance or suspension. Upon the designation of such Successor Index by the Calculation Agent, any Index Value will be determined by reference to the value of such Successor Index upon such designation. If the Calculation Agent is unable to
identify a Successor Index prior to the fifth Trading Day preceding the roll date following 


  

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	 	 such discontinuance or suspension, then the Maturity Valuation Date will be deemed accelerated to the Trading Day immediately prior to the roll
date following such discontinuance or suspension, the Issuer shall, or shall cause the Calculation Agent to, give the Trustee immediate notice of such acceleration and the Calculation Agent will determine the Net Entitlement Value on that date.



  

	 	 In the event that the Calculation Agent or one of its affiliates is required to determine the Index Value pursuant to the preceding two
paragraphs, the Index Value will be computed by the Calculation Agent or one of its affiliates in accordance with the formula for and method of calculating the BXM Index last in effect prior to the discontinuance or suspension, using the closing
level (in the case of the S&P 500 Index) and closing price (in the case of the S&P 500 Index call option) (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 that suspension or limitation) at the close of the principal trading session of the Relevant Exchange on that date of the securities most recently comprising the BXM Index. 


  

	 	 If at any time the method of calculating the BXM Index or a Successor Index, or the value thereof, is changed in a material respect, or if the BXM
Index or a Successor Index is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the value of the BXM Index or that Successor Index had such changes or modifications not been made, then,
from and after such time, the Calculation Agent will, at the close of business in New York City on each date on which the Index Value is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a value of an index comparable to the BXM Index or such Successor Index, as the case may be, as if such changes or modifications had not been made, and the Calculation Agent will calculate the Index
Value with reference to the BXM Index or such Successor Index, as adjusted. Accordingly, if the method of calculating the BXM Index or a Successor Index is modified so that the value of such index is a fraction of 


  

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	 	 what it would have been if it had not been modified (e.g., due to a split in the index), then the Calculation Agent will adjust such index in
order to arrive at a value of the BXM Index or such Successor Index as if it had not been modified (e.g., as if such split had not occurred). 


  

	 Credit Exchange Event 
	 If the Issuer’s senior debt rating is downgraded below A- by S&P or below A3 by Moody’s (or below the equivalent ratings of any
successor to Standard & Poor’s or Moody’s), a Credit Exchange Event will occur. So long as a Credit Exchange Event has occurred and is continuing, the Minimum Exchange Amount will not apply. The Issuer will instruct the Trustee to
notify the holder of this Security upon the occurrence of a Credit Exchange Event. 


  

	 Events of Default 
	 For purposes of Section 5.01(b) of the Senior Indenture, a failure to pay Net Entitlement Value when due as provided in this Security shall
constitute a default in payment of principal. Upon acceleration of this Security following the occurrence of an Event of Default, the holder will be entitled to receive for each $10.00 principal amount of this Security the Net Entitlement Value
calculated by the Calculation Agent as of the date of the acceleration as if such date of acceleration were the Maturity Date, together with accrued but unpaid interim payments to but excluding the date of acceleration, provided that if on or prior
to the date of acceleration the holder has elected to exchange its Securities in accordance with its Exchange Right, the amount to which the holder will be entitled will equal the Net Entitlement Value calculated as of the Exchange Valuation Date.



  

	 	 Promptly after the acceleration of this Security as aforesaid, the Issuer shall, or shall cause the Calculation Agent to, provide written notice
to the Trustee and the Depositary, on which notice the Trustee and the Depositary may conclusively rely, of the Net Entitlement Value to be paid with respect to each $10.00 principal amount of this Security upon such acceleration.



  

	 Calculation Agent 
	 MS & Co. 


  

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	 	 All calculations with respect to the Net Entitlement Value will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded
upward (e.g., 0.876545 would be rounded to 0.87655); all dollar amounts related to determination of the amount of cash payable per $10.00 principal amount of this Security will be rounded to the nearest ten-thousandth, with five one
hundred-thousandths rounded upward (e.g., 0.76545 would be rounded up to 0.7655); and all dollar amounts paid on the aggregate amount due with respect to this Security and the interim payments due thereon will be rounded to the nearest cent, with
one-half cent rounded upward. 


  

	 	 The Calculation Agent is solely responsible for determining the Net Entitlement Value. All determinations made by the Calculation Agent will be at
the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on the Issuer, the Trustee and the holder of this Security. 


  

	 Market Disruption Event 
	 “Market Disruption Event” means, (i) the occurrence or existence of a suspension, absence or material limitation of trading of
stocks then constituting 20% or more of the value of the S&P 500 Index (or the relevant Successor Index) on the Relevant Exchanges for such securities for the same period of trading longer than two hours or during the one-half hour period
preceding the close of the principal trading session on such Relevant Exchange; (ii) 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% or more of the value of the S&P 500 Index (or the relevant Successor Index) during the last one-half hour preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate; or
(iii) 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 BXM Index or the S&P 500 Index (or the relevant
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. If trading in a security included in the S&P 500 Index or the BXM



  

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	 	 Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the
S&P 500 Index or the BXM Index, as the case may be, shall be based on a comparison of (x) the portion of the value of that index attributable to that security relative to (y) the overall value of that index, in each case immediately
before that suspension or limitation. 


  

	 	 For purposes of determining whether a Market Disruption Event has occurred: (1) a limitation on the hours or number of days of trading will
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 contracts or
exchange traded funds will 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 will constitute a suspension, absence or material limitation of
trading; (4) a suspension of trading in futures or options contracts on the BXM Index or the S&P 500 Index by the primary securities market trading in such contracts by reason of (a) a price change exceeding limits set by such exchange
or market, (b) an imbalance of orders relating to such contracts or (c) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence or material limitation of trading in futures or options contracts
related to the BXM Index or the S&P 500 Index and (5) a “suspension, absence or material limitation of trading” on any Relevant Exchange or on the primary market on which futures or options contracts related to the BXM Index or
the S&P 500 Index are traded will not include any time when such market is itself closed for trading under ordinary circumstances. 


  

	 United States Federal Income Taxation 
	 The Issuer, by its sale of this Security, and the holder of this Security (and any successor holder of, or holder of a beneficial interest in,
this Security), by its respective purchase hereof, agree (in the absence of an administrative determination or judicial ruling to the contrary) to characterize this Security as a prepaid cash settlement forward contract with respect to the BXM



  

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	 	 Index that (i) at the time of issuance of this Security the holder pays to the Issuer an amount equal to $10.00 per each $10.00 principal
amount of this Security in consideration for the Issuer’s obligation to deliver to the holder at maturity, or upon exchange or redemption with respect to each $10.00 principal amount of this Security a cash amount equal to the Net Entitlement
Value based on the performance of the BXM Index; (ii) beginning on February 15, 2006, until the maturity, exchange or redemption of this Security, the Issuer will be obligated to make interim payments to the holder at the Interim Payment
Rate on this Security; and (iii) at maturity, or upon exchange or redemption the Issuer will deliver to the holder with respect to each $10.00 principal amount of this Security a cash amount equal to the Net Entitlement Value based on the
performance of the BXM Index, plus any accrued and unpaid interim payments, in full satisfaction of the Issuer’s obligation under such forward contract. 


  
 Each reference in this Security to “interest” or “interest payments,” “Interest Rate,”
“Interest Accrual Date,” “Interest Payment Date” and “Interest Payment Period” shall be deemed to be a reference to, respectively, “interim payments,” “Interim Payment Rate,” “Interim Payment
Accrual Date,” “Interim Payment Date” and “Interim Payment Period,” as such terms are defined or used in the “Other Provisions” of this Security. 
  
 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 Net Entitlement Value with respect to the principal sum of U.S.$[            ] (UNITED STATES DOLLARS
[            ]), on the Maturity Date specified above (except to the extent redeemed or repaid prior to maturity) and to pay interest thereon at the Interest Rate per annum specified above,
from and including the Interest Accrual Date specified above until the principal hereof is paid or duly made available for payment weekly, monthly, quarterly, semiannually or annually in arrears as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing on February 15, 2006, and at maturity (or on any redemption or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as defined below, and
the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such second Interest Payment
Date; and provided, further, that if this Note is subject to “Annual Interest Payments,” interest payments shall be made annually in arrears and the term “Interest Payment Date” shall be deemed to mean the first day of March in
each year. 
  

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 Interest on this Note will accrue from and including the most recent date to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for, from and including the Interest Accrual Date, until but excluding the date the principal hereof has been paid or duly made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on
the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day (as defined below)) (each such date, a “Record Date”); provided, however, that interest payable at maturity (or any redemption or
repayment date) will be payable to the person to whom the principal hereof shall be payable. As used herein, “Business Day” means any day, other than a Saturday or Sunday, (a) that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close (x) in The City of New York or (y) if this Note is denominated in a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal financial
center of the country of the Specified Currency, or (z) if this Note is denominated in Australian dollars, in Sydney and (b) if this Note is denominated in euro, that is also a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System (“TARGET”) is operating (a “TARGET Settlement Day”). 
  
 Payment of the principal of this Note, any premium and the interest due at maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or in part in such Specified Currency, will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the
reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine, in U.S. dollars. U.S. dollar payments of interest, other than interest due at maturity or on
any date of redemption or repayment, will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder of U.S. $10,000,000 (or the equivalent in a Specified Currency)
or more in aggregate principal amount of Notes having the same Interest Payment Date, the interest on which is payable in U.S. dollars, shall be entitled to receive payments of interest, other than interest due at maturity or on any date of
redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date.

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

  

 14 








 
Specified Currency mailed to the address of the person entitled thereto as such address shall appear in the Note register; and provided, further, that
payment of the principal of this Note, any premium and the interest due at maturity (or on any redemption or repayment date) will be made upon surrender of this Note at the office or agency referred to in the preceding paragraph. 
  
 If so indicated on the face hereof, the holder of this Note, if denominated
in a Specified Currency other than U.S. dollars, may elect to receive all or a portion of payments on this Note in U.S. dollars by transmitting a written request to the Paying Agent, on or prior to the fifth Business Day after such Record Date or at
least ten Business Days prior to the Maturity Date or any redemption or repayment date, as the case may be. Such election shall remain in effect unless such request is revoked by written notice to the Paying Agent as to all or a portion of payments
on this Note at least five Business Days prior to such Record Date, for payments of interest, or at least ten calendar days prior to the Maturity Date or any redemption or repayment date, for payments of principal, as the case may be. 
  
 If the holder elects to receive all or a portion of payments of principal of,
premium, if any, and interest on this Note, if denominated in a Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as defined on the reverse hereof) will convert such payments into U.S. dollars. In the event of
such an election, payment in respect of this Note will be based upon the exchange rate as determined by the Exchange Rate Agent based on the highest bid quotation in The City of New York received by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the
Issuer) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the amount of the Specified Currency payable in the absence of such an election to such holder and at which the
applicable dealer commits to execute a contract. If such bid quotations are not available, 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. 
  

 15 








 IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed. 
  
 DATED: December 28, 2005 
  

			
	MORGAN STANLEY
		
	By:	 	  


	 	 	Jai Sooklal
	 	 	Assistant Treasurer


  

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	 This is one of the Notes referred to in the within-mentioned Senior Indenture.

	
	JPMORGAN CHASE BANK, N.A., as Trustee
		
	By:	 	  


	 	 	Authorized Officer

  

 16 








 FORM OF REVERSE OF SECURITY 
  
 This Note is one of a duly authorized issue of Senior Global Medium-Term Notes, Series F, having maturities more than nine
months from the date of issue (the “Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated as of November 1, 2004, between the Issuer and 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 JPMorgan Chase Bank, N.A. at its corporate trust office in The City of New York as the paying agent (the “Paying Agent,” which term includes any additional or successor Paying Agent
appointed by the Issuer) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference herein. 
  
 Unless otherwise indicated on the face hereof, this Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in
accordance with the provisions of the following two paragraphs, will not be redeemable or subject to repayment at the option of the holder prior to maturity. 
  
 If so indicated on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together with interest accrued and unpaid hereon to the date of redemption. If this Note is subject to “Annual Redemption Percentage Reduction,” the Initial Redemption
Percentage indicated on the face hereof will be reduced on each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of redemption. 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, together with interest accrued and unpaid hereon to the date of repayment, provided that if this Note is issued with original issue discount, this Note will be repayable on the applicable 

  

 17 








 
Optional Repayment Date or Dates at the price(s) specified on the face hereof. 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 National Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States setting forth the name of the holder of this Note, the principal amount hereof, the certificate number of this Note or a description of this Note’s tenor and terms, the principal amount hereof to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly completed, will be received by the Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof. 
  
 Interest payments
on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any earlier redemption or repayment date), as the case may be. Unless otherwise provided on the face hereof, interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. 
  
 In the case where the Interest Payment Date or the Maturity Date (or any redemption or repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal otherwise payable on such date
need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or on the Maturity Date (or any redemption or repayment date), and no interest on such payment
shall accrue for the period from and after the Interest Payment Date or the Maturity Date (or any redemption or repayment date) to such next succeeding Business Day. 
  
 This Note and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without
preference or priority among themselves and pari passu with all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency. 
  
 This Note, and any Note or Notes issued upon transfer or exchange hereof, is
issuable only in fully registered form, without coupons, and, if denominated in U.S. dollars, unless otherwise stated above, is issuable only in denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, it is issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000
units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by reference to the noon dollar buying rate in The City of New York for cable transfers of such
Specified Currency published by the Federal Reserve Bank of New York (the “Market Exchange Rate”) on the Business Day immediately preceding the date of issuance. 
  

 18 








 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, premium, if any, or interest on, any series of debt securities issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the performance or breach of any other covenant or warranty of the Issuer applicable to the debt securities of such series but not applicable to all outstanding debt securities issued
under the Senior Indenture shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, voting as one class, by notice in
writing to the Issuer and to the Trustee, if given by the securityholders, may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately and (b) if an Event of Default
due to a default in the 

  

 19 








 
performance of any other of the covenants or agreements in the Senior Indenture applicable to all outstanding debt securities issued thereunder, including
this Note, or due to certain events of bankruptcy, insolvency or reorganization of the Issuer, shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt
securities issued under the Senior Indenture, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the securityholders, may declare the principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal or premium, if any, or interest on such debt securities) by the holders of a
majority in aggregate principal amount of the debt securities of all affected series then outstanding. 
  
 If the face hereof indicates that this Note is subject to “Modified Payment upon Acceleration or Redemption,” then (i) if the principal
hereof is declared to be due and payable as described in the preceding paragraph, the amount of principal due and payable with respect to this Note shall be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Interest Accrual Date to the date of declaration, which amortization shall be calculated using the
“interest method” (computed in accordance with generally accepted accounting principles in effect on the date of declaration), (ii) for the purpose of any vote of securityholders taken pursuant to the Senior Indenture prior to the
acceleration of payment of this Note, the principal amount hereof shall equal the amount that would be due and payable hereon, calculated as set forth in clause (i) above, if this Note were declared to be due and payable on the date of any such
vote and (iii) for the purpose of any vote of securityholders taken pursuant to the Senior Indenture following the acceleration of payment of this Note, the principal amount hereof shall equal the amount of principal due and payable with
respect to this Note, calculated as set forth in clause (i) above. 
  
 If the face hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note may be redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100% of the principal amount hereof, together with accrued interest to the date fixed for redemption (except that if this Note is subject to “Modified Payment upon
Acceleration or Redemption,” such redemption price would be limited to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on the face hereof (expressed as a percentage of the aggregate principal amount)
plus the original issue discount amortized from the Interest Accrual Date to the date of redemption, which amortization shall be calculated using the “interest method” (computed in accordance with generally accepted accounting principles
in effect on the date of redemption) (the “Amortized Amount”)), if the Issuer determines that, as a result of any change in or amendment to the laws, 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 becomes effective 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 

  

 20 








 
forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred, and (ii) an opinion of
independent legal counsel satisfactory to the Trustee to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the Issuer would be
obligated to pay such Additional Amounts if a payment in respect of this Note were then due. 
  
 Notice of redemption will be given not less than 30 nor more than 60 calendar days prior to the date fixed for redemption or within the Redemption Notice Period specified on the face hereof, which date and the
applicable redemption price will be specified in the notice. 
  
 If the face hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” the Issuer will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the
“Additional Amounts”) to the holder of this Note who is a United States 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 United States 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 United States 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 personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation which accumulates earnings to avoid United States 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; 
  

 21 








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

 22 








 Except as set forth below, if the principal of, premium, if any, or interest on this Note is payable in a
Specified Currency other than U.S. dollars and such Specified Currency is not available to the Issuer for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Issuer or is no longer used
by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Issuer will be entitled to satisfy its obligations to the holder of this Note by
making such payments in U.S. dollars on the basis of the Market Exchange Rate on the date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date; provided, however, that if the euro has
been substituted for such Specified Currency, the Issuer may at its option (or shall, if so required by applicable law) without the consent of the holder of this Note effect the payment of principal of, premium, if any, or interest on any Note
denominated in such Specified Currency in euro in lieu of such Specified Currency in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty establishing the European Community, as amended. Any payment made under
such circumstances in U.S. dollars or euro where the required payment is in an unavailable Specified Currency will not constitute an Event of Default. If such Market Exchange Rate is not then available to the Issuer or is not published for a
particular Specified Currency, the Market Exchange Rate will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the
date of such payment from three recognized foreign exchange dealers (the “Exchange Dealers”) for the purchase by the quoting Exchange Dealer of the Specified Currency for U.S. dollars for settlement on the payment date, in the aggregate
amount of the Specified Currency payable to those holders or beneficial owners of Notes and at which the applicable Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing quotations may be the Exchange Rate Agent unless
the Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations are not available, the Exchange Rate Agent shall determine the market exchange rate at its sole discretion. 
  
 The “Exchange Rate Agent” shall be Morgan Stanley & Co. Incorporated, unless otherwise indicated on the
face hereof. 
  
 All determinations referred to above made by, or
on behalf of, the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of Notes and coupons.

  
 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 

  

 23 








 
on the taxation of savings comes into force, the Issuer will, to the extent possible as a matter of law, maintain a Paying Agent in a member state of the
European Union that will not be obligated to withhold or deduct tax pursuant to any such Directive or any law implementing or complying with, or introduced in order to conform to, such Directive. 
  
 With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the Issuer and any person claiming such moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that
the Issuer may have to pay the principal of or interest or premium, if any, on this Note as the same shall become due. 
  
 No provision of this Note or of the Senior Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this Note. 
  
 Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such
agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Senior Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of any successor corporation, either directly or through the Issuer or any
successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released. 
  
 This Note shall for all
purposes be governed by, and construed in accordance with, the laws of the State of New York. 
  
 As used herein, the term “United States Alien” means any person who is, for United States federal income tax purposes, (i) a nonresident alien individual, (ii) a foreign corporation, (iii) a
nonresident alien fiduciary of a foreign estate or trust or (iv) a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a nonresident alien individual, a foreign corporation or a nonresident
alien fiduciary of a foreign estate or trust. 
  
 All terms used
in this Note which are defined in the Senior Indenture and not otherwise defined herein shall have the meanings assigned to them in the Senior Indenture. 
  

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

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

  

							
	 UNIF GIFT MIN ACT -
	 	  

	  	Custodian	 	  


	 	 	(Minor)	  	 	 	(Cust)
		
	 Under Uniform Gifts to Minors Act
	 	  


	 	 	 	  	(State)	 	 

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

  

 25