EXHIBIT
4-z

     

     

    [FORM OF
FACE OF SECURITY]

     

    EURO FIXED
RATE SUBORDINATED REGISTERED NOTE

     

    
      	
              REGISTERED

            	 
      	
              REGISTERED

            
	
              No.
      EFXRR

            	 
      	
              [PRINCIPAL
      AMOUNT]

            


    

    


     

    THIS NOTE
HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND
EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948, AS AMENDED) (THE “FIEL”). THIS NOTE
MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS
ANY PERSON RESIDENT IN JAPAN INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED
UNDER THE LAWS OF JAPAN) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, OTHERS FOR THE
RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE
FIEL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF
JAPAN.1

     

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

     

    
 

      
      
        

      

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

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MORGAN
STANLEY

    EURO FIXED
RATE SUBORDINATED REGISTERED NOTE

    GLOBAL
MEDIUM TERM NOTE, SERIES [G/H]

     

    
      	
              ORIGINAL
      ISSUE DATE:

            	
              INITIAL
      REDEMPTION DATE:

            	
              INTEREST
      RATE:

            	
              MATURITY
      DATE:

            
	
              INTEREST
      ACCRUAL DATE:

            	
              INITIAL
      REDEMPTION PERCENTAGE:

            	
              INTEREST
      PAYMENT DATE(S):

            	
              OPTIONAL
      REPAYMENT DATE(S):

            
	
              SPECIFIED
      CURRENCY:

            	
              ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

            	
              EUROCLEAR
      NO.:

            	
              MINIMUM
      DENOMINATIONS:

            
	
              EXCHANGE
      RATE AGENT:

              [Morgan
      Stanley & Co. International plc]

            	
              REDEMPTION
      NOTICE PERIOD:2

            	
              CLEARSTREAM
      NO.:

            	
              APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR
      REDEMPTION:

            
	 
      	 
      	
              COMMON
      CODE:

            	
              If
      yes, state Issue Price:

            
	 
      	 
      	
              ISIN:

            	
              ORIGINAL
      YIELD TO MATURITY:

            
	 
      	 
      	 
      	
              OTHER
      PROVISIONS:

            


    

     

    Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value received, hereby promises to pay
to                           ,
or registered assignees, the principal sum
of                     ,
on the Maturity Date specified above (except to the extent previously redeemed
or repaid) and to pay interest thereon at the Interest Rate per annum specified
above from and including the Interest Accrual Date specified above until but
excluding the date the principal hereof is paid or duly made available for
payment (except as provided below) weekly, monthly, quarterly, semi-annually or
annually in arrears on the Interest Payment Dates specified above in each
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date.

     

    Interest
on this Note will accrue from and including the most recent Interest Payment
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 (except as provided below). 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 on the reverse hereof)) (each such
date, a “Record Date”); provided, however, that interest payable at maturity,
redemption or repayment will be payable to the person to whom the principal
hereof shall be payable.

     

    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 in immediately available funds
upon surrender of this Note at the office or agency of 

     

     

    
      
        

      

      2           Applicable
if other than 30-60 calendar days. Consult with Euroclear or Clearstream if a
shorter redemption is requested. A minimum of 10 calendar days may be
possible.

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    the
Principal Paying Agent, as defined on the reverse hereof, or at such other
paying agency as the Issuer may determine (each, a “Paying Agent,” which term
shall include the Principal Paying Agent). Payment of the principal of and
premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that 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 more in aggregate principal amount of Notes having the same
Interest Payment Date will 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 Principal 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,
payments of interest hereon 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, and in the case the Specified Currency is
euro, in a country for which the euro is the lawful currency, if appropriate
wire transfer instructions have been received by the Principal Paying Agent in
writing on or prior to the fifth business day after the applicable Record Date.
If such wire transfer instructions are not so received, such interest payments
will be made by check payable in such Specified Currency mailed to the address
of the person entitled thereto as such address shall appear in the Note
register.

     

    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, as
defined on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Subordinated Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.

     

    
 

    
      
        
        

      

      
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      IN WITNESS
WHEREOF, the Issuer has caused this Note to be duly executed.

    

     

    DATED:

    
      
        	 	 	 	 
	 
      	 
      	
                MORGAN
      STANLEY

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	 
      	 
      	
                By:

              	 
      	 
	 
      	 
      	 
      	 
      	
                Name:

              	 
      	 
	 
      	 
      	 
      	 
      	
                Title:

              	 
      	 


      

      


      
        	
                TRUSTEE'S
      CERTIFICATE

                OF
      AUTHENTICATION

                 

                This
      is one of the Notes referred to
      in the within

                mentioned
      Senior
      Indenture.

                 

                THE
      BANK OF NEW YORK MELLON, as
      Trustee

              
	 
	 
	
                By:

              	 
      
	 
      	
                Authorized
      Signatory

              


      

    

     

     

    
      
        
        

      

      
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    [FORM OF
REVERSE OF SECURITY]

     

    This Note
is one of a duly authorized issue of Subordinated Global Medium Term Notes,
Series [G/H], having maturities more than nine months from the date of issue(the
“Notes”) of the Issuer. The Notes are issuable under a Subordinated Indenture,
dated as of October 1, 2004, between the Issuer and The Bank of New York Mellon
(as successor Trustee to J.P. Morgan Trust Company, National Association), as
Trustee (the “Trustee,” which term includes any successor trustee under the
Subordinated Indenture) (as may be amended or supplemented from time to time,
the “Subordinated Indenture”), to which Subordinated Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and holders of the Notes and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Issuer has appointed the Trustee
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
has appointed the Trustee (acting through The Bank of New York Mellon, London
Branch (as successor to JPMorgan Chase, N.A., London Branch)), at its corporate
trust office in London as its sub agent as the principal paying
agent  for the Notes outside the United States (the “Principal Paying
Agent,” which term includes any additional or successor Principal Paying Agent
appointed by the Issuer) with respect to the Notes. The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Subordinated
Indenture. To the extent not inconsistent herewith, the terms of the
Subordinated Indenture are hereby incorporated by reference herein.

     

    Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and, unless otherwise indicated on the face hereof in accordance
with the provisions of the following two paragraphs and except as set forth
below, 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 (except as
indicated below). 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 (except as
provided below). If the face hereof indicates that this Note is subject to
“Modified Payment upon Acceleration, Repayment or Redemption,” the amount of
principal payable upon redemption will be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount accrued from the Interest Accrual Date to the date of
redemption (expressed as a percentage of the aggregate principal amount), with
the amount of original issue discount accrued being calculated using a constant
yield method (as described below). Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption their addresses as the
same shall appear on the Note register not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on the face hereof, subject to all the conditions and
provisions of the Subordinated Indenture. In the event of redemption of this
Note in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the cancellation
hereof.

     

    If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of $1,000 or, if
this Note is denominated in a Specified Currency other than U.S. dollars, in
increments of 1,000 units of such Specified Currency (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment (except as provided below), provided that if the face
hereof indicates that this Note is subject to “Modified Payment upon
Acceleration, Repayment or Redemption”, the amount of principal payable upon
repayment will be limited to the aggregate principal amount hereof multiplied by
the sum of the Issue Price specified on the face hereof (expressed as a
percentage of the aggregate principal amount) plus the original issue discount
accrued from the Interest Accrual Date to the date of repayment (expressed as a
percentage of the aggregate principal amount), with the amount of 

     

     

    
      
        
        

      

      
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    original
issue discount accrued being calculated using a constant yield method (as
described below). For this Note to be repaid at the option of the holder hereof,
the Principal Paying Agent must receive at its office in London, at least 15 but
not more than 30 calendar days prior to the date of repayment, (i) this Note
with the form entitled “Option to Elect Repayment” below duly completed or (ii)
a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange, or the Financial Industry Regulatory Authority,
Inc. or a commercial bank or trust company in the United States, Western Europe
or Japan setting forth the principal amount of the Note, the principal amount of
the Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the Option to Elect Repayment is being
exercised and a guarantee that this Note to be repaid, together with the duly
completed form entitled Option to Elect Repayment, will be received by the
Principal Paying Agent not later than the fifth Business Day after the date of
that telegram, telex, facsimile transmission or letter. However, the telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
an Option to Elect Repayment form duly completed are received by the Paying
Agent by the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter. Unless otherwise indicated on the face of this
Note, 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 specified 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 other obligations of the Issuer hereunder will constitute part of the
subordinated debt of the Issuer, will be issued under the Subordinated Indenture
and will be subordinate and junior in right of payment, to the extent and in the
manner set forth in the Subordinated Indenture, to all “Senior Indebtedness” of
the Issuer. The Subordinated Indenture defines “Senior Indebtedness” as (i)
obligations (other than non recourse obligations, the debt securities, including
this Note, issued under the Subordinated Indenture or any other obligations
specifically designated as being subordinate in right of payment to Senior
Indebtedness) of, or guaranteed or assumed by, the Issuer for borrowed money or
evidenced by bonds, debentures, notes or other similar instruments, and
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligation and (ii) if provided in the supplemental indenture
under which a series of Securities is issued or in the form of Security for such
series, any additional obligations that the Issuer determines to include within
the definition of Senior Indebtedness in order to assure that the Securities of
such series will be accorded the regulatory capital recognition desired by the
Issuer in accordance with Rule 15c3-1 under the Securities Exchange Act of 1934,
as amended, or any other rule or regulation governing the definition of capital
that is applicable to the Issuer or its affiliates.

     

    This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which
is an integral multiple of 1,000 units of the Specified Currency set forth on
the face hereof.

     

    The
Trustee has been appointed registrar for the Notes (the “Registrar,” which term
includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York, a register for the
registration and transfer of Notes. This Note may be transferred at either the
aforesaid New York office or at the London office of the Registrar by
surrendering this Note for cancellation, accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Registrar and duly executed
by the registered holder hereof in person or by the holder's attorney duly
authorized in writing, and thereupon the Registrar shall issue in the name of
the transferee or transferees, in exchange herefor, a new Note or Notes having
identical terms and provisions and having a like aggregate principal amount in
authorized denominations, subject to the terms and conditions set forth


     

     

     

    
      
        
        

      

      
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    herein;
provided, however, that the Registrar will not be required (i) to register the
transfer of or exchange any Note that has been called for redemption in whole or
in part, except the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased, or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Subordinated Indenture with
respect to the redemption of Notes. Notes are exchangeable at said offices for
other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such registrations, exchanges
and transfers of Notes will be free of service charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Registrar and executed by the registered holder in person or by
the holder's attorney duly authorized in writing. The date of registration of
any Note delivered upon any exchange or transfer of Notes shall be such that no
gain or loss of interest results from such exchange or transfer.

     

    In case
this Note shall at any time become mutilated, defaced or be destroyed, lost or
stolen and this Note or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and such other documents or
proof as may be required in the premises) shall be delivered to the Trustee, the
Issuer in its discretion will execute a new Note of like tenor in exchange for
this Note, but, if this Note has been 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
Subordinated Indenture provides that, (a) if an Event of Default (as defined in
the Subordinated Indenture) pursuant to Section 5.01(c) of the Subordinated
Indenture is provided in the supplemental indenture relating to the series of
Subordinated Medium-Term Notes of which this Note forms a part or in the form of
debt security for such series (if such Event of Default is with respect to less
than all outstanding debt securities issued under the Subordinated Indenture)
and such Event of Default shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of each affected series, voting as one class, by
notice in writing to the Issuer and to the Trustee, if given by the
securityholders, may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to certain events of bankruptcy, insolvency or
reorganization of the Issuer shall have occurred and be continuing or if an
Event of Default pursuant to Section 5.01(c) of the Subordinated Indenture is
provided in the supplemental indenture relating to the series of Subordinated
Medium-Term Notes of which this Note forms a part or in the form of debt
security for such series (if such Event of Default is with respect to all
outstanding debt securities issued under the Subordinated Indenture) and such
Event of Default shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in aggregate principal amount of all
outstanding debt securities issued under the Subordinated Indenture, voting as
one class, by notice in writing to the Issuer and to the Trustee, if given by
the securityholders, may declare the principal of all such debt securities and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal, premium, if any, or
interest on such debt securities) by the holders of a majority in aggregate
principal amount of all the debt securities of all affected series then
outstanding.

     

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

     

     

    
      
        
        

      

      
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    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.

     

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

     

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

     

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

     

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

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              o

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

            


    

     

     

    
      
        
        

      

      
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      	 	 	States
      or being or having been engaged in the conduct of a trade or business or
      present in the United States or having, or having had, a permanent
      establishment in the United States; or


    

     

    
      	
               
      

            	
              o

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

            	
              any
      combination of the items listed
above.

            


    

     

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

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

            	
              by
      or on behalf of a beneficial owner who would have been able to avoid such
      withholding or deduction by presenting this Note or the relevant coupon to
      another Paying Agent in a member state of the European Union (a “Member
      State”).

            


    

     

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

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    Except as
set forth below, if the principal of, premium, if any, or interest on this Note
is payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available to the Issuer for making payments hereon due to the
imposition of exchange controls or other circumstances beyond the control of the
Issuer or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions within the
international banking community, then the Issuer will be entitled to satisfy its
obligations to the holder of this Note by making such payments in U.S. dollars
on the basis of the Market Exchange Rate (as defined below) 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 (as defined below) 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 (as defined
below) 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. International plc,
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. If this Note is listed on the
London Stock Exchange plc and such exchange so requires, the Issuer shall
maintain a Paying Agent in London. If any European Union Directive on the


     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places outside the United
States (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.

     

    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 Subordinated Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.

     

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

     

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

     

    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:

     

    (a)            the
term “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 in
London or (y) if this Note is denominated in a Specified Currency other than
U.S. dollars, euro or Australian dollars, in the principal financial center of
the country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system (“TARGET”), which utilizes a single shared
platform and was launched on November 19, 2007, is open for the settlement of
payment in euro (a “TARGET Settlement Day”);

     

    (b)            the
term “Market Exchange Rate” means the noon U.S. dollar buying rate in The City
of New York for cable transfers of the Specified Currency indicated on the face
hereof published by the Federal Reserve Bank of New York;

     

    (c)            the
term “Notices” refers to notices to the holders of the Notes at each holder’s
address as that address appears in the register for the Notes by first class
mail, postage prepaid, and to be given by publication in an authorized newspaper
in the English language and of general circulation in the Borough of Manhattan,
The City 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    of New
York, and London or, if publication in London is not practical, in an English
language newspaper with general circulation in Western Europe; provided that
notice may be made, at the option of the Issuer, through the customary notice
provisions of the clearing system or systems through which beneficial interests
in this Note are owned. Such notices will be deemed to have been given on the
date of such publication (or other transmission, as applicable) or, if published
in such newspapers on different dates, on the date of the first such
publication;

     

    (d)            the
term “United States” means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction; and

     

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

     

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

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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.

            


    

    


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


     

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

     

    
      	 
      	 
      
	
              [PLEASE
      INSERT SOCIAL SECURITY OR

              OTHER
      IDENTIFYING NUMBER OF ASSIGNEE]

            
	 


    

     

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

            


    

     

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

            


    

     

    
      	
              Dated:

            	 
      	 
      


    

     

    
      	
              NOTICE:

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

            


    

    


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    OPTION TO
ELECT REPAYMENT

     

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

     

    
       

      
        
          
            

          

        

         

        
          
 

        
          

        

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

      

    

     

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

     

    
       

      
        	
                Dated:

              	
                 

              	 
      	
                 

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

              


      

      


    

    15