EXHIBIT 4-s

      


      


      [FORM OF
FACE OF SECURITY]

      


      


      PERMANENT
GLOBAL FLOATING RATE SENIOR BEARER NOTE

      


      
        	
                BEARER

              	
                BEARER

              


      

      No.
PGFLR

      


      ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

      


      UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES OR IN WHOLE OR IN
PART FOR REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY (WHICH FOR THIS PURPOSE INCLUDES ANY COMMON SAFE-KEEPER)
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.

      


      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

      PERMANENT
GLOBAL FLOATING RATE SENIOR BEARER 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:(1)2

                  	 	
                    ISIN:

                  
	
                    DESIGNATED CMT MATURITY
      INDEX:

                  	 	
                    OPTIONAL REPAYMENT DATE(S):

                  	 	
                    MINIMUM
      DENOMINATIONS:

                  
	
                    REPORTING
      SERVICE:

                  	 	
                    INITIAL
      OFFERING DATE:

                  	 	
                    EXCHANGE FOR REGISTERED
      NOTES: [NO](2)3

                  
	
                    NEW
      GLOBAL NOTE (“NGN”): 

                    [YES/NO]4

                  	 	
                    IF
      THIS IS AN NGN, INTENDED TO BE HELD IN
      A MANNER THAT WOULD
      ALLOW ELIGIBILITY AS
      COLLATERAL FOR EUROSYSTEM INTRA- DAY CREDIT AND MONETARY OPERATIONS: [YES]4

                  	 	
                    OTHER PROVISIONS4:

                  


          

        

      

       

      Morgan Stanley, a Delaware corporation
(together with its successors and assigns, the “Issuer”), for value received,
hereby promises to pay to bearer, upon surrender hereof, the principal amount
specified in [Schedule A hereto]5 [Schedule A-1
hereto]6, or, if the face of this Note indicates
that it is intended to be an NGN, the aggregate principal amount from time to
time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream
Banking, société
anonyme (together, the
“Relevant Clearing
Systems”), 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 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 monthly, quarterly, semiannually or annually
as specified above as the Interest Payment Period on each Interest Payment
Date

      
         

         

        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.

      

      3 Unless explicitly stated otherwise in
term sheet, Morgan Stanley practice has been to exclude this
option.


      4 To be Eurosystem eligible, NGNs must
also be denominated in euro, listed (Series G) and must meet certain
other criteria established by the European
Central Bank.

      
        5Applies if this Note is not issued as
part of, or in relation to, a Unit and is not intended to be an
NGN.

      

      
        6Applies if this Note is issued as part
of, or in relation to, a Unit.

      

       

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      (as specified above), commencing with the first Interest Payment Date
next succeeding the Interest Accrual Date specified above, and on the Maturity
Date specified above (or any redemption or repayment date); provided, however,
that if the Interest Accrual Date occurs fifteen calendar days or less prior to
the first Interest Payment Date occurring after the Interest Accrual Date,
interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual 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. If this Note is intended to be an NGN, the records of the Relevant
Clearing Systems (which, in this Note, means the records that each Relevant
Clearing System holds for its customers to reflect the amount of such customers’
interests in this Note) shall be conclusive evidence of the aggregate principal
amount of this Note and, for these purposes, a statement issued by a Relevant
Clearing System (which statement shall be made to the Issuer, to the Trustee, to
the Principal Paying Agent or to the bearer of this Note on request) stating the
aggregate principal amount of this Note shall be conclusive of the records of
such Relevant Clearing System at that time.

      


      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 holder of this
Note at the office or agency of the Principal Paying Agent (this and certain
other capitalized terms used herein are defined on the reverse of this Note) or
at the office or agency of such other paying agents outside the United States as
the Issuer may determine for that purpose (each, a “Paying Agent,” which term
shall include the Principal Paying Agent).

      


      Payment of
the principal of this Note, any premium and the interest due at maturity (or on
any redemption or repayment date) will be made upon presentation and surrender
of this Note at the office or agency of the Principal Paying Agent or at the
office of any 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. If this Note is denominated in U.S. dollars, any payment of the
principal of and premium, if any, and interest on this Note will be made in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. Such payments on this Note will be made
either by a check mailed to an address outside the United States furnished by
the payee or, at the option of the payee and subject to applicable laws and
regulations and the procedures of the Paying Agent, by wire transfer of
immediately available funds to an account maintained by the payee with a bank
located outside the United States if appropriate wire transfer instructions have
been received by the Paying Agent not less than 15 calendar days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank outside the United States or, at the option of the payee
and subject to applicable laws and regulations and the procedures of the Paying
Agent, by wire transfer of immediately available funds to an account maintained
by the payee with a bank located outside the United States.

      


      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, and, if this Note is intended to
be an NGN and will not be physically delivered to the

       

      


      
        
          
          

        

        
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      entity appointed as common safe-keeper by the Relevant Clearing
Systems (the “CSK”),
unless this Note has been effectuated by the CSK, 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.

       

      


      


      
        
          
          

        

        
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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

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EFFECTUATION BY COMMON7 SAFE-KEEPER

                 

              	 
	
                This
      Note is effectuated.

              	 
	 
      	 
	
                [COMMON
      SAFE-KEEPER]

              	 
	 
      	 
      	 
	
                By:

              	 
      	 
	 
      	 
      	 
	 
      	
                Authorized
      Signatory

              	 
	 
      	 
      	 


      

       

      


      


      
        

      

      7 An effectuation block is only applicable
if this Permanent Global Floating Rate Senior Bearer Note is intended to
be an NGN and if a Note manually
signed by the Issuer will not be physically delivered to the common
safe-keeper.

       

       

      


      
        
          
          

        

        
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      [FORM OF REVERSE OF SECURITY] 

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

      


      This Note
is one of a duly authorized issue of 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, London Branch (as successor to JPMorgan Chase Bank, N.A., London
Branch), as its principal paying agent for the Notes (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 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). Notice of redemption shall be mailed to the holders of the
Notes designated for redemption who have filed their names and addresses with
the Principal Paying Agent, 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. Notice of redemption to all other holders of Notes shall
be given in the manner set forth in “Notices” as defined below and, if by
publication, shall be given once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 calendar days prior to
the date set for redemption or within the Redemption Notice Period specified on
the face hereof. In the event of redemption of this Note in part only, the
Principal Paying Agent shall (i) if this Note is not intended to be an NGN,
cause Schedule [A] [A-1] of this Note to be endorsed to reflect the reduction of
its principal amount by an amount equal to the aggregate principal amount of
this Note so redeemed, or (ii) if this Note is intended to be an NGN, cause the
details of such redemption to be entered in the records of the Relevant Clearing
Systems, whereupon, in either case, the principal amount hereof shall be reduced
for all purposes by the amount so redeemed and noted or recorded, as
applicable.

      


      If this
Note is redeemed in part but not in whole prior to maturity hereof, (i) if this
Note is not intended to be an NGN, the Trustee shall select or cause to be
selected, not more than 60 days prior to the redemption date, the portions of
this Note for redemption from the outstanding aggregate principal amount of this
Note not previously called for redemption by such method as the Trustee deems
fair and appropriate, or (ii) if this Note is intended to be an NGN, the portion
of this Note to be redeemed will be selected in accordance with the rules and
procedures of Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme (to be
reflected in the records of the Relevant Clearing Systems as either a pool
factor or a reduction in nominal amount, at their discretion).

      


      
 

      
        
          
          

        

        
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      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).
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, this Note with the form
entitled “Option to Elect Repayment” below duly completed, or 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 Principal Paying Agent
by the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, the
Principal Paying Agent shall (i) if this Note is not intended to be an NGN,
cause Schedule [A] [A-1] of this Note to be endorsed to reflect the reduction of
its principal amount by an amount equal to the aggregate principal amount of
this Note so repaid, or (ii) if this Note is intended to be an NGN, cause the
details of such repayment to be entered in the records of the Relevant Clearing
Systems, whereupon, in either case, the principal amount hereof shall be
reduced for all purposes by the amount
so repaid and noted. or recorded, as
applicable.

      


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

      


       

      


      
        
          
          

        

        
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      Index Currency is pounds sterling will be such Interest Reset Date.
As used herein, “London Banking Day” means any day on which dealings in deposits
in the Index Currency (as defined herein) are transacted in the London interbank
market. The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the Treasury Rate shall be the
day of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned. Treasury Bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that the auction may
be held on the preceding Friday; provided, however, that if an auction is held
on the Friday of the week preceding such Interest Reset Date, the Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.
The Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to two or more base rates will be the
latest Business Day that is at least two Business Days before the Interest Reset
Date for the applicable Note on which each base rate is
determinable.

      


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

      


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

      


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

      


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

      


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

      


      “Initial
dealer” with respect to this Note means 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

      


       

      


      
        
          
          

        

        
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      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., 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:

       

      

       

      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 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

      


       

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      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 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.

                


        

         

      

       

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  ·

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

                


        

         

      

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

      


      (i)      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.

      


      (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:

      


       

       

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      (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).

      


      (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 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

      


       

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      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:

       

      

       

      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.

      


      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.

      


       

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      (iv)    If the Calculation Agent cannot obtain
three Treasury Notes quotations as described in (iii) above, the Calculation
Agent shall determine the CMT Rate to be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of approximately
3:30 p.m., New York City time, on the Interest Determination Date of three
Reference Dealers in The City of New York, selected using the same method
described in (iii) above, for Treasury Notes with an original maturity equal to
the number of years closest to but not less than the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in a principal amount that is representative for a single transaction
in the securities in that market at that time.

      


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

      


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

      


      “Designated CMT 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 will
include interest accrued to but excluding the Interest Payment Date or the
Maturity Date (or any earlier redemption or repayment date), as the case may be.
Accrued interest hereon shall be an amount calculated by multiplying (i) if this
Note is not intended to be an NGN, the principal amount hereof shown on Schedule
[A] [A-1] hereto, or (ii) if this Note is intended to be an NGN, the principal
amount hereof as set forth in the records of the Relevant Clearing System, in
either case 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

      


       

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      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
is issued in permanent global bearer form without interest coupons attached (a
“Global Bearer Note”). The beneficial owner
of all or a portion of this Note may exchange its interest in this Note upon not
less than 30
calendar days’ written notice to the Principal Paying Agent through the relevant
clearing system, (i) if this Note is not intended to be an NGN, in whole, or
(ii) if this Note is intended to be an NGN, in whole or from time to time in
part, for Notes in bearer form with interest coupons, if any, attached (the
“Definitive Bearer Notes,” and, together with the Global Bearer Notes, the
“Bearer Notes”) or, if so indicated on the face of this Note, at the beneficial
owner’s option, in whole or from time to time in part, for Notes in fully
registered form without coupons (the “Registered Notes”), in each case, 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. Interests in this Note shall also be exchanged by
the Issuer in whole, but not in part, for Definitive Bearer Notes, which shall
be serially numbered, with coupons, if any, attached (or, if indicated on the
face of this Note, at the beneficial owner’s option, for Registered Notes) of
any authorized denominations if (i) this Note is accelerated following an Event
of Default or (ii) either Euroclear Bank S.A./N.V., as operator of the Euroclear
System (“Euroclear”), or Clearstream Banking, societe anonyme (“Clearstream,
Luxembourg”), or any other relevant clearing system (including Euroclear France)
is closed for business for a continuous period of fourteen days (other than by
reason of public holidays) or announces an intention to cease business
permanently or in fact does so. The Issuer shall give notice to the Principal
Paying Agent promptly following any such acceleration or upon learning of any
such closure. Any exchanges referred to above shall be made at the office of the
Principal Paying Agent, or, in the case of Registered Notes, at the office of
the transfer agent for the Registered Notes in London, which transfer agent will
initially be The Bank of New York Mellon, London Branch, upon compliance with
any procedures set forth in, or established pursuant to, the Senior Indenture;
provided, however, that the Issuer shall not be required (i) to register the
transfer of or exchange this Note for a period of fifteen calendar days
preceding the first publication or other transmission, if applicable, of a
Notice of redemption of all or any portion hereof or (ii) to register the
transfer of or exchange any portion of this Note selected for redemption or
surrendered for optional repayment, except that such portion of this Note may be
exchanged for a Registered Note of like tenor; provided that such Registered
Note shall be simultaneously surrendered for redemption or repayment, as the
case may be; and provided, further, that if a Registered Note is issued in
exchange for any portion of this Note after the close of business at the office
of the Principal Paying Agent on any record date (whether or not a Business Day)
for the payment of interest on such Registered Note and before the opening of
business at such office on the relevant Interest Payment Date, any interest will
not be payable on such Interest Payment Date in respect of such Registered Note,
but will be payable on such Interest Payment Date only to the holder of this
Note. Upon exchange of this Note for a Definitive Bearer Note or Definitive
Bearer Notes, or for a Registered Note or Registered Notes, the Principal Paying
Agent shall (i) if this Note is not intended to be an NGN, cause Schedule [A]
[A-1] of this Note to be endorsed to reflect the reduction of the principal
amount hereof by an amount equal to the aggregate principal amount of such
Definitive Bearer Note or Definitive Bearer Notes, or such Registered Note or
Registered Notes, or (ii) if this Note is intended to be an NGN, cause the
details of such exchange to be entered in the records of the Relevant Clearing
Systems, whereupon, in either case, the principal amount hereof shall be reduced
for all purposes by the amount so exchanged and noted. or recorded, as
applicable. All such exchanges 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 payable in connection therewith. The date of any Note
delivered upon any exchange of this Note shall be such that no gain or loss of
interest results from such exchange.

      


      All (and
not less than all) interests in this Note will be exchanged for Definitive
Bearer Notes in accordance with the procedures set forth in the following two
sentences as soon as practicable after (i) if this Note is not intended to be an
NGN, the first beneficial owner of an interest in this Note exchanges its
interest for a Definitive Bearer Note, (ii) the Issuer gives notice to the
Principal Paying Agent of an acceleration of the Note or (iii) either Euroclear
or Clearstream, Luxembourg or any other relevant clearing system is closed for
business for a continuous

      


       

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      period of fourteen days (other than by reason of public holidays) or
announces an intention to cease business permanently or in fact does so. In the
event of any exchange of interests in this Note for a Definitive Bearer Note,
(i) if this Note is not intended to be an NGN, a common depositary located
outside the United States (the “common
depositary”)
holding this Note for Euroclear, Clearstream, Luxembourg and/or any other
relevant clearing system, or
(ii) if this Note is intended to be an NGN, Euroclear and/or Clearstream,
Luxembourg shall instruct the Principal Paying Agent regarding the aggregate
principal amount of Definitive Bearer Notes and the denominations of such
Definitive Bearer Notes that must be authenticated and delivered to each
relevant clearing system in exchange for this Note. Thereafter, the Principal
Paying Agent, acting solely in reliance on such instructions, shall, upon
surrender to it of this Note and subject to the conditions in the preceding
paragraph, authenticate and deliver Definitive Bearer Notes in exchange for this
Note in accordance with such instructions and shall, (i) if this Note is not
intended to be an NGN, cause Schedule [A] [A-1]of this Note to be endorsed to
reflect the reduction of its principal
amount by an amount equal to the aggregate principal amount of this
Note., or (ii)
if this Note is intended to be an NGN, cause the details of such exchange to be
entered in the records of the Relevant Clearing Systems. Nothing in this
paragraph shall prevent the further exchange of Definitive Bearer Notes into
Registered Notes.

      


      This Note
may be transferred by delivery; provided, however, that this Note may be
transferred only to a common depositary or common safe-keeper, as applicable,
outside the United States for Euroclear, Clearstream, Luxembourg and/or any
other relevant clearing system or to a nominee of such a common depositary or
common safe-keeper.

      


      In case
this Note shall at any time become mutilated, defaced or be destroyed, lost or
stolen and this Note or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and such other documents or
proof as may be required in the premises) shall be delivered to the Trustee, the
Issuer in its discretion may execute a new Note of like tenor in exchange for
this Note, but, in the case of any destroyed, lost or stolen Note, only upon
receipt of evidence satisfactory to the Trustee and the Issuer that this Note
was destroyed, 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 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.

      


      If the
Issuer shall determine that any payment made outside the United States by the
Issuer or any Paying Agent of principal, premium or interest due in respect of
this Note would, under any present or future laws or regulations of the United
States, be subject to any certification, identification or other information
reporting requirement of any kind, the effect of which is the disclosure to the
Issuer, any Paying Agent or any governmental authority of the nationality,
residence or identity of a beneficial owner of this Note who is a U.S. Alien (as
defined below) (other

      


       

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      than such a requirement (a) that would not be applicable to a
payment made by the Issuer or any Paying Agent (i) directly to the beneficial
owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or
(b) that can be satisfied by such custodian, nominee or other agent certifying
to the effect that such beneficial owner is a U.S. Alien; provided that in each
case referred to in clauses (a) (ii) and (b) payment by such custodian, nominee
or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at a redemption
price equal to 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption, or, at the election of the Issuer if
the conditions of the next succeeding paragraph are satisfied, pay the
additional amounts specified in such paragraph. The Issuer shall make such
determination and election as soon as practicable, shall promptly notify the
Trustee thereof and shall publish (or transmit, as applicable) prompt notice
thereof (the “Determination Notice”) stating the effective date of such
certification, identification or other information reporting requirements,
whether the Issuer will redeem this Note or has elected to pay the additional
amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of this Note must take place, as provided in the
next succeeding sentence. If the Issuer redeems this Note, such redemption shall
take place on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 calendar days prior to the date fixed for redemption or at least 30
calendar days prior to the last day of the Redemption Notice Period specified on
the face hereof. Notice of such redemption of this Note will be given to the
holder of this Note not more than 60 nor less than 30 calendar days prior to the
date fixed for redemption or within the Redemption Notice Period specified on
the face hereof. Such redemption notice shall include a statement as to the last
date by which this Note to be redeemed may be exchanged for Registered Notes.
Notwithstanding the foregoing, the Issuer shall not so redeem this Note if the
Issuer shall subsequently determine, not less than 30 calendar days prior to the
date fixed for redemption or prior to the last day of the Redemption Notice
Period specified on the face hereof, that subsequent payments would not be
subject to any such certification, identification or other information reporting
requirement, in which case the Issuer shall publish (or transmit, as applicable)
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of the holder of this Note to
exchange this Note for Registered Notes pursuant to the provisions of this
paragraph will terminate at the close of business of the Principal Paying Agent
on the fifteenth day prior to the date fixed for redemption, and no further
exchanges of this Note for Registered Notes shall be permitted.

      


      If and so
long as the certification, identification or other information reporting
requirements referred to in the preceding paragraph would be fully satisfied by
payment of a backup withholding tax or similar charge, the Issuer may elect by
notice to the Trustee to pay as additional amounts such amounts as may be
necessary so that every net payment made outside the United States following the
effective date of such requirements by the Issuer or any Paying Agent of
principal, premium or interest due in respect of this Note of which the
beneficial owner is a U.S. Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Issuer, any Paying Agent or any governmental authority, with respect to the
payment of such additional amounts), after deduction or withholding for or on
account of such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge that (i) would not be applicable in the
circumstances referred to in the second parenthetical clause of the first
sentence of the preceding paragraph, or (ii) is imposed as a result of
presentation of this Note for payment more than 15 calendar days after the date
on which such payment becomes due and payable or on which payment thereof is
duly provided for, whichever occurs later), will not be less than the amount
provided for in this Note to be then due and payable. In the event the Issuer
elects to pay any additional amounts pursuant to this paragraph, the Issuer
shall have the right to redeem this Note as a whole at any time pursuant to the
applicable provisions of the immediately preceding paragraph and the redemption
price of this Note will not be reduced for applicable withholding taxes. If the
Issuer elects to pay additional amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Issuer will redeem this Note as a whole, pursuant to the
applicable provisions of the immediately preceding paragraph.

      


      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

      


       

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      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

                


        

         

        
          	
                   
      

                	
                  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

                


        

         

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  ·

                	
                  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 or 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 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 of or
premium, if any, or interest on such debt securities) by the holders of a
majority in aggregate principal amount of the debt securities of all affected
series then outstanding.

      


      The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of the debt securities of
all series issued under the Senior Indenture then outstanding and affected
(voting as one class), to execute supplemental indentures adding any provisions
to or changing in any manner the rights of the holders of each series so
affected; provided that the Issuer and the Trustee may not, without the consent
of the holder of each outstanding debt security affected thereby, (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 reduce the amount of any original issue discount security
payable upon acceleration or provable in bankruptcy, or modify or amend the
provisions for conversion of any currency into any other currency, or modify or
amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities or for other property or the cash
value of the property (other than as provided in the antidilution provisions or
other similar adjustment provisions of the debt securities or otherwise in
accordance with the terms thereof), or alter certain provisions of the Senior
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
(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 or 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

      


       

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      Currency, the Issuer may at its option (or shall, if so required by
applicable law) without the consent of the holder of this Note effect the
payment of principal of or premium, if any, or interest on any Note denominated
in such Specified Currency in euro in lieu of such Specified Currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the relevant treaty of the European Union, 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., The City of New York time,
on the second Business Day preceding the date of such payment from three
recognized foreign exchange dealers (the “Exchange Dealers”) for the purchase by
the quoting Exchange Dealer of the Specified Currency for U.S. dollars for
settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which the
applicable Exchange Dealer commits to execute a contract. One of the Exchange
Dealers providing quotations may be the Exchange Rate Agent unless the Exchange
Rate Agent is an affiliate of the Issuer. If those bid quotations are not
available, the Exchange Rate Agent shall determine the market exchange rate at
its sole discretion.

      


      The
“Exchange Rate Agent” shall be Morgan Stanley & Co. 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. 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.

      


      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 holder of this Note.

      


      The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder of this Note as the owner hereof for all purposes, whether or not this
Note be overdue, and none of the Issuer, the Trustee or any such agent shall be
affected by notice to the contrary.

      


      No
recourse shall be had for the payment of the principal of or premium, if any, or
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

      


       

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      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 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 (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 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.

      


      


      


       

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      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:

              	
                 

              	 
      	 
      


      

      


       

      


      


      


      


       

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


      [SCHEDULE
A]4

      


      EXCHANGES
FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES AND FROM TEMPORARY
GLOBAL BEARER NOTE, REDEMPTIONS AND REPAYMENTS

      


      The
initial principal amount of this Note is _____________________. The following
(A) exchanges of (i) portions of this Note for Definitive Bearer Notes or
Registered Notes and (ii) portions of a Temporary Global Bearer Note for an
interest in this Note or (B) (x) redemptions at the option of the Issuer or (y)
repayments at the option of the holder have been made:

      


      
        
          	
                  
                     

                    Date
      of Exchange, Redemption or Payment

                  

                	
                  
                     

                    Principal
      Amount

                    Exchanged
      From

                    Temporary
      Global Notes

                  

                	
                  
                     

                    Principal
      Amount Exchanged for Definitive Bearer Notes

                  

                	
                  
                     

                    Principal
      Amount

                    Exchanged
      for Definitive Registered Notes

                  

                	
                  
                     

                    Principal
      Amount Redeemed at the Option of the Issuer

                  

                	
                  
                     

                    Principal
      Amount Repaid at the Option of the Holder

                  

                	
                  
                     

                    Remaining
      Principal Amount

                    Outstanding

                    Following
      Such

                    Exchange,

                    Redemption
      or

                    Repayment

                  

                	
                  
                     

                    Notation
      Made by or on Behalf of Paying Agent

                  

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


      


      


      


      


      


      


      
        
          

        

      

      
         
4 Applies if this Note is not issued as
part of, or in relation to, a Unit. 

      

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      


      [SCHEDULE
A-1]5

      


      
         
PERMANENT
GLOBAL BEARER NOTE 

        SCHEDULE
OF EXCHANGES

      

      


      The initial principal amount of this
Note is _____________________. The following (A) exchanges of the principal
amount of Notes indicated below for the same principal amount of Notes to be
represented by (i) Definitive Bearer Notes or (ii) Definitive Registered Notes
or [ (iii) a Global Bearer Note that has been separated from a Unit (a
“Separated Note”)]6, (B) exchanges of the principal amount
of Notes that had been represented by (i) a Temporary Global Bearer Note [or
(ii) a Global Bearer Note that is part of a Unit (an “Attached Unit
Note”)]7 for an interest in this Note and (C)
reductions of the principal amount of this Note as a result of (i) cancellation
upon the application of such amount to the settlement of Purchase Contracts or
the exercise of Warrants, (ii) redemption at the option of the Issuer or (iii)
repayments at the option of the Holder have been made:

      


      
        
          	
                  
                     

                    Date
      of Exchange, Cancellation Redemption, or Repayment

                  

                	
                  
                     

                    Principal
      Amount Exchanged From Temporary Global Notes

                  

                	
                  
                     

                    [Principal
      Amount Exchanged From an Attached Unit 

                    Note]
      (9)

                  

                	
                  
                     

                    [Principal
      Amount Exchanged For Separated Note] (8)

                  

                	
                  
                     

                    Principal
      Amount Exchanged For Definitive Bearer Notes

                  

                	
                  
                     

                    Principal
      Amount Exchanged For Definitive Registered Notes

                  

                	
                  
                     

                    Principal
      Amount Redeemed at the Option of the Issuer

                  

                	
                  
                     

                    Principal
      Amount Repaid at the Option Principal of the Amount Holder
      Cancelled

                  

                	
                  
                     

                    Remaining
      Principal Amount Outstanding Following such Exchange, Cancellation
      Redemption or Repayment

                  

                	
                  
                     

                    Notation
      Made by or on Behalf of Paying Agent

                  

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


       

      


      


      


      


      


      


      


      
        
          

        

        5 This Schedule A-1 needed only if this
Note is issued as part of, or in relation to, a Unit.

        6 Applies only if this Note is attached to
a Unit.

      

      
        7 Applies only if this Note has been
separated from a Unit. 

         

        
          24