EXHIBIT
4-y

    
       

      [FORM
OF FACE OF SECURITY]

      EURO
SENIOR REGISTERED FLOATING RATE NOTE

       

      
        	
                REGISTERED

              	
                REGISTERED

              
	
                No.
      EFLRR

              	
                [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

       

      

        

      

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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      MORGAN
STANLEY

      EURO
SENIOR REGISTERED FLOATING RATE NOTE

      GLOBAL
MEDIUM-TERM NOTE, SERIES [G/H]

       

      
        	
                ORIGINAL
      ISSUE DATE:

              	
                INTEREST
      ACCRUAL DATE:

              	
                INTEREST
      PAYMENT DATE(S):

              
	
                MATURITY
      DATE:

              	
                INITIAL
      INTEREST RATE:

              	
                INTEREST
      PAYMENT PERIOD:

              
	
                BASE
      RATE:

              	
                INITIAL
      INTEREST RESET DATE:

              	
                INTEREST
      RESET DATE(S):

              
	
                INDEX
      MATURITY:

              	
                MAXIMUM
      INTEREST RATE:

              	
                INTEREST
      RESET PERIOD:

              
	
                SPREAD
      (PLUS OR MINUS):

              	
                MINIMUM
      INTEREST RATE:

              	
                CALCULATION
      AGENT:

              
	
                SPREAD
      MULTIPLIER:

              	
                INITIAL
      REDEMPTION DATE:

              	
                EUROCLEAR
      NO:

              
	
                SPECIFIED
      CURRENCY:

              	
                INITIAL
      REDEMPTION PERCENTAGE:

              	
                CLEARSTREAM
      NO:

              
	
                INDEX
      CURRENCY:

              	
                ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

              	
                COMMON
      CODE:

              
	
                DESIGNATED
      CMT REUTERS PAGE:

              	
                REDEMPTION
      NOTICE PERIOD:2

              	
                ISIN:

              
	
                DESIGNATED
      CMT MATURITY INDEX:

              	
                OPTIONAL
      REPAYMENT DATE(S):

              	
                MINIMUM
      DENOMINATIONS:

              
	
                REPORTING
      SERVICE:

              	
                INITIAL
      OFFERING DATE:

              	
                OTHER
      PROVISIONS:

              
	
                EXCHANGE
      RATE AGENT: [Morgan Stanley & Co. International plc]

              	 
      	 
      


      

      


      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 from and
including the Interest Accrual Date specified above at a rate per annum equal to
the Initial Interest Rate specified above or determined in accordance with the
provisions specified on the reverse hereof until the Initial Interest Reset Date
specified above, and on and after at a rate per annum

       

      

        

      

      
        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

            
              

            

          

          
            
            

          

        

         

        determined
in accordance with the provisions specified on the reverse hereof until but
excluding the date such principal amount is paid or duly made available for
payment. Unless such rate is otherwise specified on the face hereof, the
Calculation Agent shall determine the Initial Interest Rate for this Note in
accordance with the provisions specified on the reverse hereof. The Issuer will
pay interest in arrears weekly, monthly, quarterly, semi-annually or annually as
specified above as the Interest Payment Period on each Interest Payment Dates
specified above in each year, commencing with the first Interest Payment Date
next succeeding the Interest Accrual Date specified above, and on the Maturity
Date specified above (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 an
Interest Payment Date (other than the Maturity Date or any redemption or
repayment date) would fall on a day that is not a Business Day, as defined on
the reverse hereof, such Interest Payment Date shall be the following day that
is a Business Day, except that if the Base Rate specified above is LIBOR or
EURIBOR and such next Business Day falls in the next calendar month, such
Interest Payment Date shall be the immediately preceding day that is a Business
Day; and provided, further, that if the Maturity Date or redemption or repayment
date would fall on a day that is not a Business Day, the payment of principal,
premium, if any, and interest shall be made on the next succeeding Business Day
and no interest shall accrue for the period from and after such Maturity Date or
redemption or repayment date.

      

       

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

       

      Payment of
the principal of and premium, if any, and interest on this Note due at maturity
(or on any redemption or repayment date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the Principal
Paying Agent, as defined on the reverse hereof, or at such other

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      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, except as provided on the reverse hereof; 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 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       
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

                	 


        

         

         

      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      [FORM
OF REVERSE OF SECURITY]

      GLOBAL
MEDIUM-TERM NOTE, SERIES [G/H]

       

      This Note
is one of a duly authorized issue of Senior 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 Senior Indenture, dated as of November 1, 2004,
between the Issuer and The Bank of New York Mellon (as successor Trustee to
JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Trustee
(the “Trustee,” which
term includes any successor trustee under the Senior Indenture), as supplemented
by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second
Supplemental Senior Indenture dated as of January 4, 2008, a Third Supplemental
Senior Indenture dated as of September 10, 2008 and a Fourth Supplemental Senior
Indenture dated as of December 1, 2008 (as the same may be further amended or
supplemented from time to time, the “Senior Indenture”), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The Issuer
has appointed The Bank of New York Mellon (as successor to JPMorgan Chase Bank,
N.A.), acting through its principal corporate trust office in the Borough of
Manhattan, The City of New York, as a paying agent for the Notes in the United
States and The Bank of New York Mellon, London Branch, at its corporate trust
office in London, as its 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). 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 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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      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. 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 a trust company in the United States,
Western Europe or Japan 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 Principal 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 Principal Paying Agent by such fifth
Business Day. 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.

       

      This Note
will bear interest at the rate determined in accordance with the applicable
provisions below by reference to the Base Rate shown on the face hereof based on
the Index Maturity, if any, shown on the face hereof (i) plus or

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      minus the
Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing with the Initial Interest Reset Date
specified on the face hereof, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face hereof (as
used herein, the term “Interest
Reset Date” shall include the Initial Interest Reset Date). For the
purpose of determining the Initial Interest Rate, references in this paragraph,
the next succeeding paragraph and, if applicable, clauses (i) and (ii) under
Determination of “EURIBOR” below to Interest Reset Date shall be deemed to mean
the Original Issue Date. The determination of the rate of interest at which this
Note will be reset on any Interest Reset Date shall be made on the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date.
The Interest Reset Dates will be the Interest Reset Dates specified on the face
hereof; provided,
however, that (a) the interest rate in effect for the period from the
Interest Accrual Date to the Initial Interest Reset Date will be the Initial
Interest Rate and (b) unless otherwise specified on the face hereof, the
interest rate in effect for the ten calendar days immediately prior to maturity,
redemption or repayment will be that in effect on the tenth calendar day
preceding such maturity, redemption or repayment date. If any Interest Reset
Date would otherwise be a day that is not a Business Day (as defined below),
such Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that if the Base Rate specified on the face hereof is LIBOR
or EURIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day.

       

      The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Federal Funds Rate, Federal
Funds (Open) Rate and Prime Rate shall be on the Business Day prior to the
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate and CMT Rate will be the second Business Day prior to such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to EURIBOR (or to
LIBOR when the Index Currency is euros) shall be the second TARGET Settlement
Day prior to such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to LIBOR (other than for LIBOR Notes for which the Index Currency is
euros) shall be the second London Banking Day prior to such Interest Reset Date,
except that the Interest Determination Date pertaining to an Interest Reset Date
for a LIBOR Note for which the Index Currency is pounds sterling will be such
Interest Reset Date. As used herein, “London Banking Day” means any
day on which dealings in deposits in the Index Currency (as defined herein) are
transacted in the London interbank market. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in which such
Interest

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Reset Date
falls on which Treasury bills normally would be auctioned. Treasury Bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that the auction may be held on the preceding Friday; provided, however, that if an
auction is held on the Friday of the week preceding such Interest Reset Date,
the Interest Determination Date shall be such preceding Friday; and provided, further, that if an
auction shall fall on any Interest Reset Date, then the Interest Reset Date
shall instead be the first Business Day following the date of such auction. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to two or more base rates will be the
latest Business Day that is at least two Business Days before the Interest Reset
Date for the applicable Note on which each base rate is
determinable.

       

      Unless
otherwise specified on the face hereof, the “Calculation Date” pertaining
to an Interest Determination Date, including the Interest Determination Date as
of which the Initial Interest Rate is determined, will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day, or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or Maturity Date (or,
with respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

       

      Determination of CD Rate. If
the Base Rate specified on the face hereof is the “CD Rate,” for any Interest
Determination Date, the CD Rate with respect to this Note shall be the rate on
that date for negotiable U.S. dollar certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in “Statistical Release H.15(519), Selected Interest
Rates,” or any successor publication of the Board of Governors of the Federal
Reserve System (“H.15(519)”) under the heading
“CDs (Secondary Market).”

       

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

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

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

       

      “Initial dealer” with respect
to this Note means Morgan Stanley & Co. International plc.

       

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

       

      Determination of Commercial Paper
Rate. If the Base Rate specified on the face hereof is the “Commercial Paper Rate,” for
any Interest Determination Date, the Commercial Paper Rate with respect to this
Note shall be the Money Market Yield (as defined herein), calculated as
described below, of the rate on that date for U.S. dollar commercial paper
having the Index Maturity specified on the face hereof, as that rate is
published in H.15(519), under the heading “Commercial Paper
Nonfinancial.”

       

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

       

      (i) If the
above rate is not published by 3:00 p.m., New York City time, on the Calculation
Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on that Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the heading “Commercial Paper Nonfinancial.”

       

      (ii) If by
3:00 p.m., New York City time, on that Calculation Date the rate is not yet
published in either H.15(519) or the H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, then
the Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m.,


       

      
        
          
          

        

        
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      New York
City time, on that Interest Determination Date of three leading dealers of U.S.
dollar commercial paper in The City of New York, which may include the initial
dealer and its affiliates, selected by the Calculation Agent (after consultation
with the Issuer), for commercial paper of the Index Maturity specified on the
face hereof, placed for an industrial issuer whose bond rating is “Aa,” or the
equivalent, from a nationally recognized statistical rating agency.

       

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

       

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

       

      Money
Market Yield = D x 360 x 100

       

      360 (D x
M)

       

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

       

      Determination of EURIBOR. If
the Base Rate specified on the face hereof is “EURIBOR,” for any Interest
Determination Date, EURIBOR with respect to this Note shall be the rate for
deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI -The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, for the Index Maturity specified on the face hereof as that rate appears
on the display on Reuters 3000 Xtra Service (“Reuters”), or any successor
service, on page EURIBOR01 or any other page as may replace page EURIBOR01 on
that service (“Reuters Page EURIBOR01”) as of 11:00 a.m., Brussels
time.

       

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

       

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

       

      
        
          
          

        

        
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      principal
amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that time. If
at least two quotations are provided, EURIBOR shall be the arithmetic mean of
those quotations.

       

      (ii) If
fewer than two quotations are provided, EURIBOR shall be the arithmetic mean of
the rates quoted by four major banks in the Euro-zone interbank market, as
selected by the Calculation Agent (after consultation with the Issuer), at
approximately 11:00 a.m., Brussels time, on the applicable Interest Reset Date
for loans in euro to leading European banks for a period of time equivalent to
the Index Maturity specified on the face hereof commencing on that Interest
Reset Date in a principal amount not less than the equivalent of U.S.$1 million
in euro.

       

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

       

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

       

      Determination of the Federal Funds
Rate. If the Base Rate specified on the face hereof is the “Federal Funds Rate,” for any
Interest Determination Date, the Federal Funds Rate with respect to this Note
shall be the rate on that date for U.S. dollar federal funds as published in
H.15(519) under the heading “Federal Funds (Effective)” as displayed on Reuters,
or any successor service, on page FEDFUNDS1 or any other page as may replace the
applicable page on that service (“Reuters Page
FEDFUNDS1”).

       

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

       

      (i) If the
above rate is not published by 3:00 p.m., New York City time, on the Calculation
Date, the Federal Funds Rate shall be the rate on that Interest Determination
Date as published in the H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the heading
“Federal Funds (Effective).”

       

      (ii) If
the above rate is not yet published in either H.15(519) or the H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, by 3:00 p.m., New York City time, on the Calculation Date,
the Calculation Agent shall determine the Federal Funds Rate to

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      be the
arithmetic mean of the rates for the last transaction in overnight U.S. dollar
federal funds prior to 9:00 a.m., New York City time, on that Interest
Determination Date, by each of three leading brokers of U.S. dollar federal
funds transactions in The City of New York, which may include the initial dealer
and its affiliates, selected by the Calculation Agent (after consultation with
the Issuer).

       

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

       

      Determination of Federal Funds
(Open) Rate. If the Base Rate specified on the face hereof is the “Federal Funds (Open) Rate,”
for any Interest Determination Date, the Federal Funds (Open) Rate with respect
to this Note shall be the rate on that date for U.S. dollar federal funds as
published in H.15(519) under the heading Federal Funds (Open) as displayed on
Reuters, or any successor service, on page 5 or any other page as may replace
the applicable page on that service, (“Reuters Page 5”).

       

      The
following procedures shall be followed if the Federal Funds (Open) Rate cannot
be determined as described above:

       

      
        	
                ·

              	
                If
      the above rate is not published by 3:00 p.m., New York City time, on the
      Calculation Date, the Federal Funds (Open) Rate will be the rate on that
      Interest Determination Date as published in the H.15 Daily Update, or
      other recognized electronic source used for the purpose of displaying the
      applicable rate, under the heading “Federal Funds
  (Open).”

              


      

       

      
        	
                ·

              	
                If
      the above rate is not yet published in either H.15(519) or the H.15 Daily
      Update, or other recognized electronic source used for the purpose of
      displaying the applicable rate, by 3:00 p.m., New York City time, on the
      Calculation Date, the Calculation Agent will determine the Federal Funds
      (Open) Rate to be the arithmetic mean of the rates for the last
      transaction in overnight U.S. dollar federal funds (based on the Federal
      Funds (Open) Rate) prior to 9:00 a.m., New York City time, on that
      Interest Determination Date, by each of three leading brokers of U.S.
      dollar federal funds transactions in The City of New York, which may
      include the agent and its affiliates, selected by the Calculation Agent,
      after consultation with the Issuer.

              


      

       

      
        	
                ·

              	
                If
      the brokers selected by the Calculation Agent are not quoting as set forth
      above, the Federal Funds (Open) Rate for that Interest Determination Date
      shall remain the Federal Funds (Open) Rate for the
      immediately.

              


      

      
         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

           

        

        
          	
                   

                	
                  preceding
      Interest Reset Period, or, if there was no Interest Reset Period, the rate
      of interest payable will be the Initial Interest
  Rate.

                


        

         

      

      Determination of LIBOR. If
the Base Rate specified on the face hereof is “LIBOR,” LIBOR with respect to
this Note shall be based on London Interbank Offered Rate. The Calculation Agent
shall determine LIBOR for each Interest Determination Date as
follows:

       

      (i) LIBOR
means, for any Interest Determination Date, the arithmetic mean of the offered
rates for deposits in the Index Currency having the Index Maturity designated on
the face hereof, commencing on the second London Banking Day immediately
following that Interest Determination Date or, if pounds sterling is the Index
Currency, commencing on that Interest Determination Date, that appear on the
Designated LIBOR Page as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two offered rates appear on the Designated LIBOR
Page (as defined below), provided that if the specified Designated LIBOR Page by
its terms provides only for a single rate, that single rate shall be
used.

       

      (ii) If
(a) fewer than two offered rates appear or (b) no rate appears and the
Designated LIBOR Page by its terms provides only for a single rate, then the
Calculation Agent shall request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, after consultation with the Issuer, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity specified on the face hereof commencing on
the second London Banking Day immediately following the Interest Determination
Date or, if pounds sterling is the Index Currency, commencing on that Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that Interest Determination Date and
in a principal amount that is representative of a single transaction in that
Index Currency in that market at that time. If at least two quotations are
provided, LIBOR determined on that Interest Determination Date shall be the
arithmetic mean of those quotations.

       

      (iii) If
fewer than two quotations are provided, as described in the prior paragraph,
LIBOR shall be determined for the applicable Interest Reset Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., or some other
time specified on the face hereof, in the applicable principal financial center
for the country of the Index Currency on that Interest Reset Date, by three
major banks in that principal financial center selected by the Calculation Agent
(after consultation with the Issuer) for loans in the Index Currency to leading
European banks, having the Index Maturity specified on the face hereof and in a
principal amount that is representative of a single transaction in that Index
Currency in that market at that time.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

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

       

      The “Index Currency” means the
currency specified on the face hereof as the currency for which LIBOR shall be
calculated, or, if the euro is substituted for that currency, the Index Currency
shall be the euro. If that currency is not specified on the face hereof, the
Index Currency shall be U.S. dollars.

       

      “Designated LIBOR Page” means
the display on Reuters, or any successor service, on page LIBOR01, or any other
page as may replace that page on that service, for the purpose of displaying the
London interbank rates of major banks for the applicable Index
Currency.

       

      Determination of Prime Rate.
If the Base Rate specified on the face hereof is “Prime Rate,” for any Interest
Determination Date, the Prime Rate with respect to this Note shall be the rate
on that date as published in H.15(519) under the heading “Bank Prime
Loan”.

       

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

       

      (i) If the
above rate is not published prior to 3:00 p.m., New York City time, on the
Calculation Date, then the Prime Rate shall be the rate on that Interest
Determination Date as published in the H.15 Daily Update under the heading “Bank
Prime Loan”.

       

      (ii) If
the above rate is not published in either H.15(519) or the H.15 Daily Update by
3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent
shall determine the Prime Rate to be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the Reuters Page US
PRIME 1, as defined below, as that bank’s Prime Rate or base lending rate as in
effect for that Interest Determination Date.

       

      (iii) If
fewer than four rates for that Interest Determination Date appear on the Reuters
Page US PRIME 1 by 3:00 p.m., New York City time, on the Calculation Date, the
Calculation Agent shall determine the Prime Rate to be the arithmetic mean of
the Prime Rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on that Interest Determination Date
by at least three major banks in The City of New York, which may include
affiliates of the initial dealer, selected by the Calculation Agent (after
consultation with the Issuer).

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

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

       

      “Reuters Page US PRIME 1” means
the display designated as page “US PRIME 1” on Reuters, or any successor
service, or any other page as may replace the US PRIME 1 page on that service
for the purpose of displaying prime rates or base lending rates of major U.S.
banks.

       

      Determination of Treasury
Rate. If the Base Rate specified on the face hereof is “Treasury Rate,” the Treasury
Rate with respect to this Note shall be

       

      (i) the
rate from the Auction held on the applicable Interest Determination Date (the
“Auction”) of direct obligations of the United States (“Treasury Bills”) having
the Index Maturity specified on the face hereof as that rate appears under the
caption “INVESTMENT RATE” on the display on Reuters, or any successor service,
on page USAUCTION10 or any other page as may replace page USAUCTION10 on that
service (“Reuters Page USAUCTION10”), or on page USAUCTION11 or any other page
as may replace page USAUCTION11 on that service (“Reuters Page USAUCTION11”);
or

       

      (ii) if
the rate described in (i) above is not published by 3:00 p.m., New York City
time, on the Calculation Date, the Bond Equivalent Yield of the Auction rate for
the applicable Treasury Bills as published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “U.S. Government Securities/Treasury Bills/Auction
High”; or

       

      (iii) if
the rate described in (ii) above is not published by 3:00 p.m., New York City
time, on the related Calculation Date, the Bond Equivalent Yield of the Auction
rate of the applicable Treasury Bills, announced by the United States Department
of the Treasury; or

       

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

       

      (v) if the
rate described in (iv) above is not so published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on the applicable Interest
Determination Date of the applicable Treasury Bills as published in
the

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption “U.S. Government Securities/Treasury
Bills/Secondary Market”; or

       

      (vi) if
the rate described in (v) above is not so published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on the applicable Interest
Determination Date calculated by the Calculation Agent as the Bond Equivalent
Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the applicable Interest
Determination Date, of three primary U.S. government securities dealers, which
may include the initial dealer and its affiliates, selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified on the face hereof; or

       

      (vii) if
the dealers selected by the Calculation Agent are not quoting as described in
(vi), the Treasury Rate for the immediately preceding Interest Reset Period, or,
if there was no Interest Reset Period, the rate of interest payable shall be the
Initial Interest Rate.

       

      The “Bond Equivalent Yield” means a
yield calculated in accordance with the following formula and expressed as a
percentage:

       

      Bond
Equivalent Yield = D x N x 100

       

      360 – (D x
M)

       

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

       

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

       

      (1) the
rate on that Interest Determination Date, if the Designated CMT Reuters Page is
FRBCMT; and

       

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

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

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

       

      (i) If the
above rate is no longer displayed on the relevant page, or if not displayed by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate shall be the Treasury Constant Maturities rate for the Designated CMT
Maturity Index as published in the relevant H.15(519).

       

      (ii) If
the rate described in (i) above is no longer published, or if not published by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate shall be the Treasury Constant Maturities Rate for the Designated CMT
Maturity Index or other U.S. Treasury rate for the Designated CMT Maturity Index
on the Interest Determination Date for the related Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Reuters Page and published in the relevant H.15(519).

       

      (iii) If
the rate described in (ii) above is not provided by 3:00 p.m., New York City
time, on the related Calculation Date, then the Calculation Agent shall
determine the CMT Rate to be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 p.m.,
New York City time, on the Interest Determination Date, reported, according to
their written records, by three leading primary U.S. government securities
dealers (“Reference
Dealers”) in The City of New York, which may include the initial dealer
or its affiliates, selected by the Calculation Agent as described in the
following sentence. The Calculation Agent shall select five Reference Dealers
(after consultation with the Issuer) and shall eliminate the highest quotation
or, in the event of equality, one of the highest, and the lowest quotation or,
in the event of equality, one of the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States (“Treasury Notes”) with an
original maturity of approximately the Designated CMT Maturity Index, a
remaining term to maturity of no more than 1 year shorter than that Designated
CMT Maturity Index and in a principal amount that is representative for a single
transaction in the securities in that market at that time. If two Treasury Notes
with an original maturity as described above have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity shall be used.

       

      (iv) If
the Calculation Agent cannot obtain three Treasury Notes quotations as described
in (iii) above, the Calculation Agent shall determine the CMT Rate to be a yield
to maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date of three Reference Dealers in The City of New York, selected
using the same method described in (iii) above, for Treasury Notes

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      with an
original maturity equal to the number of years closest to but not less than the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in a principal amount that is representative
for a single transaction in the securities in that market at that
time.

       

      (v) If
three or four, and not five, of the Reference Dealers are quoting as described
in (iv) above, then the CMT Rate for that Interest Determination Date shall be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of those quotes shall be eliminated.

       

      (vi) If
fewer than three Reference Dealers selected by the Calculation Agent are quoting
as described in (iv) above, the CMT Rate for that Interest Determination Date
shall remain the CMT Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable shall be
the Initial Interest Rate.

       

      “Designated CMT Reuters Page”
means the display on Reuters, or any successor service, on the page designated
on the face hereof or any other page as may replace that page on that service
for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no Reuters page is specified on the face hereof, the Designated
CMT Reuters Page shall be FEDCMT, for the most recent week.

       

      “Designated CMT Maturity Index”
means the original period to maturity of the U.S. Treasury securities, which is
either 1, 2, 3, 5, 7, 10, 20 or 30 years, as specified on the face hereof, for
which the CMT Rate shall be calculated. If no maturity is specified on the face
hereof, the Designated CMT Maturity Index shall be two years.

       

      Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified
on the face hereof. The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each Calculation Date. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States Federal
law of general application.

       

      At the
request of the holder hereof, the Calculation Agent will provide to the holder
hereof the interest rate hereon then in effect and, if determined, the interest
rate that will become effective as of the next Interest Reset Date.

       

      Unless
otherwise indicated on the face hereof, interest payments on this Note shall be
the amount of interest accrued from and including the Interest Accrual Date or
from and including the last date to which interest has been paid or duly
provided for to but excluding the Interest Payment Dates or the
Maturity

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Date (or
any earlier redemption or repayment date), as the case may be. Accrued interest
hereon shall be an amount calculated by multiplying the principal amount hereof
by an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such date shall be computed by dividing the interest
rate applicable to such day (i) by 360 if the Base Rate is CD Rate, Commercial
Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open) Rate, Prime Rate
or LIBOR (except if the Index Currency is pounds sterling); (ii) by 365 if the
Base Rate is LIBOR and the Index Currency is pounds sterling; or (iii) by the
actual number of days in the year if the Base Rate is the Treasury Rate or the
CMT Rate. All percentages used in or resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred thousandth of a percentage point (with .000005% being rounded up to
..00001%), and all U.S. dollar amounts used in or resulting from such
calculations on this Note will be rounded to the nearest cent, with one-half
cent rounded upward. All Japanese Yen amounts used in or resulting from such
calculations will be rounded downwards to the next lower whole Japanese Yen
amount. All amounts denominated in any other currency used in or resulting from
such calculations will be rounded to the nearest two decimal places in such
currency, with .005 being rounded up to .01. The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

       

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

       

      This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and 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 holders attorney duly authorized

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      in
writing, and thereupon the Registrar shall issue in the name of the transferee
or transferees, in exchange herefor, a new Note or Notes having identical terms
and provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided, however, that the
Registrar will not be required (i) to register the transfer of or exchange any
Note that has been called for redemption in whole or in part, except the
unredeemed portion of Notes being redeemed in part, (ii) to register the
transfer of or exchange any Note if the holder thereof has exercised his right,
if any, to require the Issuer to repurchase such Note in whole or in part,
except the portion of such Note not required to be repurchased, or (iii) to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Senior Indenture with respect to the redemption of Notes.
Notes are exchangeable at said 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 such 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, in the case of any destroyed or lost or stolen Note, 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.

       

      This Note
may be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a Notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption, if the Issuer determines
that, as a result of any change in or amendment to the laws (including a
holding, judgment or as ordered by a court of competent jurisdiction), or any
regulations or rulings promulgated thereunder, of the United States or of any
political subdivision or taxing authority thereof or therein affecting taxation,
or any change in official position regarding the application or interpretation
of such

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      laws,
regulations or rulings, which change or amendment occurs, becomes effective or,
in the case of a change in official position, is announced on or after the
Initial Offering Date hereof, the Issuer has or will become obligated to pay
Additional Amounts, as defined below, with respect to this Note as described
below. Prior to the giving of any Notice of redemption pursuant to this
paragraph, the Issuer shall deliver to the Trustee (i) a certificate stating
that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Issuer to so redeem have occurred, and (ii) an opinion of independent legal
counsel satisfactory to the Trustee to such effect based on such statement of
facts; provided that no
such Notice of redemption shall be given earlier than 60 calendar days prior to
the earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

       

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

       

      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
      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

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                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

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                ·

              	
                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.

       

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

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      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 the debt securities of all affected series then
outstanding.

       

      The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of the debt securities of
all series issued under the Senior Indenture then outstanding and affected
(voting as one class), to execute supplemental indentures adding any provisions
to or changing in any manner the rights of the holders of each series so
affected; provided that
the Issuer and the Trustee may not, without the consent of the holder of each
outstanding debt security affected thereby, (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
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 antidilution provisions or other similar adjustment
provisions of the debt securities or otherwise in accordance with the terms
thereof), or alter certain provisions of the Senior Indenture relating to debt
securities not impair or affect the rights of any holder to institute suit for
the payment thereof or (b) reduce the aforesaid percentage in principal amount
of debt securities of any series the consent of the holders of which is required
for any such supplemental indenture.

       

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

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      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.

       

      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
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.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      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 and premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.

       

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

       

      No
recourse shall be had for the payment of the principal of, 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:

       

      (a) the
term “Business Day”
means any day, other than a Saturday or Sunday, (i) 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 London or (y) if this
Note is denominated in a Specified Currency other than U.S. dollars, euro or
Australian dollars, in 

      
         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

      

      the
principal financial center of the country of the Specified Currency, or (z) if
this Note is denominated in Australian dollars, in Sydney and
(ii) 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 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 Senior Indenture and not
otherwise defined herein shall have the meanings assigned to them in the Senior
Indenture.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        
          

        

      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      
         

      

      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.

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      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.

              


      

      
 

      31