EXHIBIT
4-bb

     

    


     

    [FORM
OF FACE OF SECURITY]

    MORGAN
STANLEY DIRECTSECURITIESSM

     

     

    
      
        	
                REGISTERED

              	 	
                REGISTERED

              
	
                No.
      FXR

              	 	
                [PRINCIPAL
      AMOUNT]

              
	 
      	 	
                CUSIP:

              


      

    

    


    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein. 1

     

    


    
      
        

      

      1           Applies
only if this Note is a Registered Global Security.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MORGAN
STANLEY

    MORGAN
STANLEY DIRECTSECURITIESSM

     

     

    


     

    


    
      	
              ORIGINAL
      ISSUE DATE:

            	
              INITIAL
      REDEMPTION DATE:

            	
              INTEREST
      RATE:

            	
              MATURITY
      DATE:

            
	
              INTEREST
      ACCRUAL DATE:

            	
              INITIAL
      REDEMPTION PERCENTAGE:

            	
              INTEREST
      PAYMENT DATE(S):  The 15th
      day of each
      [              ],
      beginning
      [                 ]

            	
              APPLICABILITY
      OF SURVIVOR’S OPTION:  [YES]2

            
	 
      	
              ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

            	
              INTEREST
      PAYMENT PERIOD:

            	
              OPTIONAL
      REPAYMENT DATE(S):

            
	 
      	
              REDEMPTION
      NOTICE PERIOD:3

            	 
      	
              APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR
      REDEMPTION:

            
	 
      	
              TAX
      REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]4

            	 
      	
              If
      yes, state Issue Price:

            
	
              OTHER
      PROVISIONS:

            	
              IF
      YES, STATE INITIAL OFFERING DATE: [N/A]

            	 
      	
              ORIGINAL
      YIELD TO MATURITY:

            


    

    


    Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay
to                ,
or registered assignees, the principal sum of
US$[        ], on the Maturity Date
specified above (except to the extent redeemed or repaid prior to maturity) and
to pay interest thereon at the Interest Rate per annum specified above, from and
including the Interest Accrual Date specified above until the principal hereof
is paid or duly made available for payment monthly, quarterly, semiannually or
annually in arrears as specified above as the Interest Payment Period on each
Interest Payment Date (as defined below), commencing on the Interest Payment
Date next succeeding the Interest Accrual Date specified above, and at maturity
(or on any redemption or repayment date or upon repayment pursuant to the
exercise of the Survivor’s Option); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding 

     

     

      
        

      

    

    
      2  Default
provision is YES.

      
        3  Applicable
if other than 30-60 calendar days.  Minimum notice period is [10]
calendar days [current DTC limitation].

      

      
        4  Default
provision is NO. Indicate YES only for certain notes issued on a global basis if
specified in pricing supplement.

      

    

     

    
      
        
        

      

      
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    Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment
Date.

     

    Interest
on this Note will accrue from and including the most recent date to which
interest has been paid or duly provided for, or, if no interest has been paid or
duly provided for, from and including the Interest Accrual Date, until but
excluding the date the principal hereof has been paid or duly made available for
payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business Day
(as defined below)) (each such date, a “Record Date”); provided, however, that interest
payable at maturity (or any redemption or repayment date or upon repayment
pursuant to the exercise of the Survivor’s Option) will be payable to the person
to whom the principal hereof shall be payable.  As used herein, “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York.

     

    Unless
otherwise specified above, “Interest Payment Dates” will
be as follows:

     

    (a)  For
monthly Interest Payment Periods, the Interest Payment Dates will be the
fifteenth day of each calendar month, beginning in the first calendar month
following the month this Note is issued;

     

    (b)  For
quarterly Interest Payment Periods, the Interest Payment Dates will be the
fifteenth day of every third month, beginning in the third calendar month
following the month this Note is issued;

     

    (c)  For
semiannual Interest Payment Periods, the Interest Payment Dates will be the
fifteenth day of every sixth month, beginning in the sixth calendar month
following the month this Note is issued; and

     

    (d)  For annual
Interest Payment Periods, the Interest Payment Dates will be the fifteenth day
of every twelfth month, beginning in the twelfth calendar month following the
month this Note is issued.

     

    Payment of
the principal of this Note, any premium and the interest due at maturity (or any
redemption or repayment date or upon repayment pursuant to the exercise of the
Survivor’s Option) will be made in immediately available funds upon surrender of
this Note (and in connection with a repayment date or the exercise of the
Survivor’s Option, upon providing the information and/or documents required
herein on the applicable date for repayment) at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine, in U.S. dollars.  Payments of interest,
other than interest due at maturity or on any date of redemption or repayment or
upon repayment pursuant to the exercise of the Survivor’s Option, will be made
by U.S. dollar check mailed to the address of the person entitled thereto as
such address shall appear in the Note register.  A holder of
$10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date shall be entitled to 

     

    
      
        
        

      

      
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    receive
payments of interest in U.S. dollars, other than interest due at maturity or on
any date of redemption or repayment or upon repayment pursuant to the exercise
of the Survivor’s Option, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent in
writing not less than 15 calendar days prior to the applicable Interest Payment
Date.

     

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

     

    Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Note shall not be entitled to
any benefit under the Senior Indenture, as defined on the reverse hereof, or be
valid or obligatory for any purpose.

     

    
      
        
        

      

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

     

    DATED:

    
      	 	
              MORGAN
      STANLEY

            	 
	 	
              By:

            	 
      	 
	 	 
      	
              Name:

            	 
      	 
	 	 
      	
              Title:

            	 
      	 


    

    


    
      	
              TRUSTEE’S
      CERTIFICATE OF 

              AUTHENTICATION

               

              This
      is one of the Notes referred to in the 

              within-mentioned
      Senior Indenture.

               

              THE
      BANK OF NEW YORK MELLON,

              as
      Trustee

            


    

     

    
      	
              By:

            	 
      	 
	 
      	
              Authorized
      Signatory

            	 


    

    


    
      
        
        

      

      
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    [FORM
OF REVERSE OF SECURITY]

     

    This Note
is one of a duly authorized issue of Morgan Stanley DirectSecuritiesSM having
a maturity 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, a New York
banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes
any successor trustee under the Senior Indenture), as supplemented by a
First  Supplemental Senior Indenture dated as of September 4, 2007, a
Second Supplemental Senior Indenture dated as of January 4, 2008, a Third
Supplemental Senior Indenture dated as of September 10, 2008 and a Fourth
Supplemental Senior Indenture dated as of December 1, 2008 (as the same may be
further amended or supplemented from time to time, the “Senior Indenture”), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed The Bank of New York Mellon (as
successor to JPMorgan Chase Bank, N.A.) at its corporate trust office in The
City of New York as the paying agent (the “Paying Agent,” which term
includes any additional or successor Paying Agent appointed by the Issuer) with
respect to the Notes.  The terms of individual Notes may vary with
respect to interest rates, issue dates, maturity dates, or otherwise, all as
provided in the Senior Indenture.  To the extent not inconsistent
herewith, the terms of the Senior Indenture are hereby incorporated by reference
herein.

     

    Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and, unless otherwise provided on the face hereof in accordance
with the provisions of the following two paragraphs, will not be redeemable or
subject to repayment at the option of the holder prior to maturity.

     

    If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption.  If this
Note is subject to “Annual Redemption Percentage Reduction,” the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption.  If the face hereof indicates
that this Note is subject to “Modified Payment upon Acceleration, Repayment or
Redemption”, the amount of principal payable upon redemption will be limited to
the aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount accrued from the Interest
Accrual Date to the date of redemption (expressed as a percentage of the
aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described
below).  Notice of redemption shall be mailed to the registered
holders of the Notes designated for redemption at their addresses as the same
shall appear on the Note register not less than 30 nor more than 60 calendar
days prior to the date 

     

    
      
        
        

      

      
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    fixed for
redemption or within the Redemption Notice Period specified on the face hereof,
subject to all the conditions and provisions of the Senior
Indenture.  In the event of redemption of this Note in part only, a
new Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation
hereof.

     

    If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein.  On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 (provided that any remaining principal amount hereof shall not be less
than the minimum authorized denomination hereof) at the option of the holder
hereof at a price equal to 100% of the principal amount to be repaid, together
with interest accrued and unpaid hereon to the date of repayment provided that if the face
hereof indicates that this Note is subject to “Modified Payment upon
Acceleration, Repayment or Redemption”, the amount of principal payable upon
repayment will be limited to the aggregate principal amount hereof multiplied by
the sum of the Issue Price specified on the face hereof (expressed as a
percentage of the aggregate principal amount) plus the original issue discount
accrued from the Interest Accrual Date to the date of repayment (expressed as a
percentage of the aggregate principal amount), with the amount of original issue
discount accrued being calculated using a constant yield method (as described
below).  For this Note to be repaid at the option of the holder
hereof, the Paying Agent must receive at its corporate trust office in the
Borough of Manhattan, The City of New York, at least 15 but not more than 30
calendar days prior to the date of repayment, (i) this Note with the form
entitled “Option to Elect Repayment” below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities
exchange or the Financial Industry Regulatory Authority, Inc. or a commercial
bank or a trust company in the United States setting forth the name of the
holder of this Note, the principal amount hereof, the certificate number of this
Note or a description of this Note’s tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled “Option to Elect Repayment” duly completed, will be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Paying Agent by such fifth Business
Day.  Exercise of such repayment option by the holder hereof shall be
irrevocable.  In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued in
the name of the holder hereof upon the cancellation hereof and the principal
amount shall be an authorized denomination.

     

    If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder of this Note upon the request of the estate of a
deceased owner of a beneficial ownership interest in this Note (a “Survivor’s
Option”) on the terms set forth herein.  If a Survivor’s Option is
applicable, subject to the Annual Put Limitation and the Individual Put
Limitation (each as defined below), this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal amount
hereof shall not be less than the minimum authorized denomination hereof) at the
option of the holder hereof at a price equal to 100% of the principal amount to
be repaid, together with interest accrued and unpaid hereon to the date of
repayment, provided that if the face hereof indicates that this Note is subject
to “Modified Payment upon Acceleration, Repayment or Redemption”, the amount of
principal 

     

    
      
        
        

      

      
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    payable
upon repayment will be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue
discount accrued from the Interest Accrual Date to the date of repayment
(expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield
method (as described below).  For this Note to be repaid at the option
of the holder hereof, the deceased beneficial owner’s Authorized Representative
(as defined below) must provide the following items to the participant (the
“Participant”) of The Depository Trust Company (the “Depositary”) through which
the related beneficial interest in this Note is owned:

     

    (a)  a written
instruction to such Participant, to notify the Depositary of the Authorized
Representative’s desire to obtain repayment pursuant to exercise of the
Survivor’s Option;

     

    (b)  appropriate
evidence that (i) the deceased was the owner of a beneficial interest in this
Note at the time of death and for at least six months prior to his or her death,
(ii) the death of the owner has occurred and (iii) the Authorized Representative
has authority to act on behalf of the deceased owner;

     

    (c)  if the
beneficial interest in this Note is held by a nominee of the deceased owner, a
certificate or letter from the nominee attesting to the deceased owner’s
ownership of a beneficial interest in this Note;

     

    (d)  a written
request for repayment signed by the Authorized Representative of the deceased
beneficial owner (which includes a detailed description of the Note, including
CUSIP number and Maturity Date, the deceased’s social security number and the
date of death of the deceased), with signature guaranteed by a member firm of a
registered national securities exchange or of the Financial Industry Regulatory
Authority, Inc. or a commercial bank or trust company having an office or
correspondent in the United States;

     

    (e)  if
applicable, a properly executed assignment or endorsement;

     

    (f)  tax
waivers and any other instruments or documents reasonably required in order to
establish the validity of the ownership of the beneficial interest in this Note
and the claimant’s entitlement to payment; and

     

    (g)  any
additional information reasonably required to document the ownership or
authority to exercise the Survivor’s Option and to cause the repayment of this
Note.

     

    Following
receipt of the items listed in (a) through (g) above, the applicable Participant
will deliver each of the items to the Trustee, together with evidence
satisfactory to the Trustee from the Participant stating that it represents the
deceased owner of the beneficial interest in this Note.

     

    The Issuer
may limit the aggregate principal amount of Notes subject to a Survivor’s Option
that may be exercised in any calendar year (the “Annual Put Limitation”) to an
amount equal to the greater of (i) $5,000,000 or (ii) 5% of the principal amount
of Notes outstanding under the Issuer’s DirectSecurities program as of the end
of the most recent calendar year and subject to the Survivor’s
Option.  The Issuer may also limit the aggregate principal amount of


     

    
      
        
        

      

      
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    Notes
subject to a Survivor’s Option that may be exercised in any calendar year on
behalf of any individual deceased owner of a beneficial interest in this Note to
$500,000 (the “Individual Put Limitation”).

     

    A valid election to exercise the
Survivor’s Option may not be withdrawn, unless the election is not accepted
during one calendar year as a result of either the Annual Put Limitation or the
Individual Put Limitation.  After such exercise, the Notes with
respect to which the Survivor’s Option has been exercised may not be transferred
prior to repayment by the Issuer.  Each election to exercise the
Survivor’s Option will be accepted in the order received by the Trustee, except
for an election the acceptance of which would contravene the Annual Put
Limitation or the Individual Put Limitation.  If this Note is accepted
for repayment pursuant to exercise of the Survivor’s Option, the principal
amount and accrued interest to be repaid will be repaid no later than the first
Interest Payment Date that occurs 20 or more calendar days after the date of
acceptance.  The Issuer shall (i) provide written notice to the
Trustee at its New York office, on which notice the Trustee may conclusively
rely, and to the Depositary of the principal amount of and accrued interest on
this Note to be repaid, on or prior to 10:30 a.m. on the Business Day preceding
the day on which such principal amount will be repaid and (ii) deliver the
aggregate cash amount due with respect to the principal amount of and accrued
interest on this Note to be repaid to the Trustee for delivery to the holder of
this Note.  The applicable Participant will be responsible for
disbursing payments received from the Trustee to the Authorized
Representative.  Each election to exercise the Survivor’s Option that
is not accepted in any calendar year due to the application of the Annual Put
Limitation or the Individual Put Limitation will be deemed to be resubmitted on
the first day of the following calendar year in the order in which all such
elections were originally received, unless the election to exercise the
Survivor’s Option is withdrawn after such non-acceptance.  If a Note
submitted for repayment pursuant to a valid election to exercise the Survivor’s
Option is not accepted, the Issuer shall, or shall cause the Trustee to, deliver
a written notice by first-class mail to the Authorized Representative of the
deceased beneficial owner that states the reason the election to exercise the
Survivor’s Option was not accepted.

     

    For purposes of making a valid election
to exercise the Survivor’s Option:

     

    (a)  The
Survivor’s Option must be exercised by or on behalf of the person who has
authority to act on behalf of the deceased owner of a beneficial interest in
this Note (which may be the personal representative of or executor of the estate
of the deceased beneficial owner or the surviving joint owner with the deceased
beneficial owner) under the laws of the applicable jurisdiction (the “Authorized
Representative”);

     

    (b)  An owner
of a beneficial interest in this Note is a person who has the right, immediately
prior to such person’s death, to receive a pro rata share of the
proceeds from the disposition of this Note, as well as the right to receive
payment of a pro rata
share of the principal of this Note;

     

    (c)  The death
of a person owning a beneficial interest in this Note in joint tenancy or
tenancy by the entirety with another or others will be deemed the death of the
owner of that beneficial interest in this Note, and the entire principal amount
of this Note represented by such beneficial interest will be subject to
repayment as described above;

     

    
      
        
        

      

      
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    (d)  The death
of a person owning a beneficial interest in this Note by tenancy in common will
be deemed the death of an owner of that beneficial interest in this Note only
with respect to the deceased owner’s beneficial interest in this
Note.  However, if a beneficial interest in this Note is held by
husband and wife as tenants in common, the death of either spouse will be deemed
the death of the owner of that beneficial interest in this Note, and the entire
principal amount of this Note represented by such beneficial interest will be
subject to repayment as described above;

     

    (e)  A
beneficial interest in this Note owned by a trust will be regarded as
beneficially owned by each beneficiary of the trust to the extent of that
beneficiary’s interest in the trust.  The death of a beneficiary of a
trust will be deemed the death of the beneficial owner of this Note beneficially
owned by the trust to the extent of the beneficiary’s interest in the
trust.  The death of a person who was a tenant by the entirety or
joint tenant in a tenancy which is the beneficiary of a trust will be deemed the
death of the beneficiary of the trust.  The death of a person who was
a tenant in common in a tenancy which is the beneficiary of a trust will be
deemed the death of the beneficiary of the trust only with respect to the
deceased individual’s beneficial interest in this Note, unless a husband and
wife are the tenants in common, in which case the death of either spouse will be
deemed the death of the beneficiary of the trust.

     

    (f)  The death
of a person who, during his or her lifetime, was entitled to substantially all
of the beneficial interests of ownership in this Note will be deemed the death
of the owner of that beneficial interest in this Note if the beneficial
ownership interest in this Note can be established to the satisfaction of the
Trustee.  A beneficial interest in this Note will be deemed to exist
in typical cases of nominee ownership, ownership under the Uniform Transfers to
Minors Act, community property or other joint ownership arrangements between a
husband and wife and custodial and trust arrangements where one person has
substantially all of the beneficial ownership interests in this Note during his
or her lifetime.

     

    Apart from the Issuer’s discretionary
right to limit the aggregate principal amount of this Note subject to a
Survivor’s Option pursuant to the Annual Put Limitation and the Individual Put
Limitation, all other questions regarding the eligibility or validity of any
exercise of the Survivor’s Option shall (subject to the following sentence) be
determined by the Trustee, in its sole discretion, which determination shall be
final and binding on all parties.  In making any determinations
hereunder, the Trustee may elect, in the exercise of its own discretion, to
consult with personnel of the Issuer and seek advice of the Issuer, but it is in
no way obligated to do so.  The Trustee may conclusively rely on the
advice provided to it by the Issuer in connection herewith, which advice the
Issuer has agreed to provide upon such request and which shall be final and
binding on all parties.  The Trustee shall not be liable to any person
for any loss arising from any election on its part to seek advice of the Issuer
(whether such loss arises from any resulting delay or otherwise).

     

    Interest payments on this Note will
include interest accrued to but excluding the Interest Payment Dates or the
Maturity Date (or any earlier redemption or repayment date or the date of
repayment pursuant to the exercise of the Survivor’s Option), as the case may
be.  Unless 

     

    
      
        
        

      

      
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    otherwise
provided on the face hereof, interest payments for this Note will be computed
and paid on the basis of a 360-day year of twelve 30-day months.

     

    In the
case where the Interest Payment Date or the Maturity Date (or any redemption or
repayment date or the date of repayment pursuant to the exercise of the
Survivor’s Option) does not fall on a Business Day, payment of interest,
premium, if any, or principal otherwise payable on such date need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or on the Maturity Date
(or any redemption or repayment date or the date of repayment pursuant to the
exercise of the Survivor’s Option), and no interest on such payment shall accrue
for the period from and after the Interest Payment Date or the Maturity Date (or
any redemption or repayment date or the date of repayment pursuant to the
exercise of the Survivor’s Option) to such next succeeding Business
Day.

     

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

     

    This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and, unless otherwise stated above,
is issuable only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof.

     

    The
Trustee has been appointed registrar for the Notes (the “Registrar,” which term
includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at
the aforesaid office of the Registrar by surrendering this Note for
cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar and duly executed by the registered
holder hereof in person or by the holder’s attorney duly authorized in writing,
and thereupon the Registrar shall issue in the name of the transferee or
transferees, in exchange herefor, a new Note or Notes having identical terms and
provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided, however, that the
Registrar will not be required (i) to register the transfer of or exchange any
Note that has been called for redemption in whole or in part, except the
unredeemed portion of Notes being redeemed in part, (ii) to register the
transfer of or exchange any Note if the holder thereof has exercised his right,
if any, to require the Issuer to repurchase such Note in whole or in part,
pursuant to the Survivor’s Option, if any, or otherwise, except the portion of
such Note not required to be repurchased, or (iii) to register the transfer of
or exchange Notes to be redeemed for a period of fifteen calendar days preceding
the mailing of the relevant notice of redemption.  Notes are
exchangeable at said office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and
provisions.  All such exchanges and transfers of Notes will be free of
charge, but the Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge in connection therewith.  All Notes
surrendered for exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Registrar and executed by
the registered holder in person or by the holder’s attorney duly authorized in
writing.  The date 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    of
registration of any Note delivered upon any exchange or transfer of Notes shall
be such that no gain or loss of interest results from such exchange or
transfer.

     

    In case
this Note shall at any time become mutilated, defaced or be destroyed, lost or
stolen and this Note or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and such other documents or
proof as may be required in the premises) shall be delivered to the Trustee, the
Issuer in its discretion may execute a new Note of like tenor in exchange for
this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of
evidence satisfactory to the Trustee and the Issuer that this Note was destroyed
or lost or stolen and, if required, upon receipt also of indemnity satisfactory
to each of them.  All expenses and reasonable charges associated with
procuring such indemnity and with the preparation, authentication and delivery
of a new Note shall be borne by the owner of the Note mutilated, defaced,
destroyed, lost or stolen.

     

    The Senior
Indenture provides that (i) if an Event of Default (as defined in the Senior
Indenture) due to the default in payment of principal of, premium, if any, or
interest on, any series of debt securities issued under the Senior Indenture,
including the series of debt securities 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 Note holders, may then declare the principal of all
debt securities of all such series and interest accrued thereon to be due and
payable immediately and (ii) 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
Note holders, may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal, premium, if any, or interest on such
debt securities) by the holders of a majority in aggregate principal amount of
the debt securities of all affected series then outstanding.

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.

     

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

     

    If the face hereof indicates that this
Note is subject to “Tax Redemption and Payment of Additional Amounts,” this Note
may be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption (except that if this Note is
subject to “Modified Payment upon Acceleration, Repayment or Redemption,” the
amount of principal so payable will be limited to the aggregate principal amount
hereof multiplied by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal amount) plus the original
issue discount accrued from the Interest Accrual Date to the date of redemption
(expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield
method (as described above)), if the Issuer determines that, as a result of any
change in or amendment to the laws (including a holding, judgment or as ordered
by a court of competent jurisdiction), or any regulations or rulings promulgated
thereunder, of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment occurs, becomes effective or, in the case
of a change in official position, is announced on or after the 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

              


      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                of
      its lending business or (2) is a bank that is neither (A) buying this Note
      for investment purposes nor (B) buying this Note for resale to a third
      party that either is not a bank or holding this Note for investment
      purposes only;

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      combination of the items listed
above.

              


      

       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      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 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, (i) extend the final maturity of any
such debt security, or reduce the principal amount thereof, or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption or repayment 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

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      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
(ii) reduce the aforesaid percentage in principal amount of debt securities of
any series the consent of the holders of which is required for any such
supplemental indenture.

       

      So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office
or agency for the payment of the principal of and premium, if any, and interest
on this Note as herein provided in the Borough of Manhattan, The City of New
York, and an office or agency in said Borough of Manhattan for the registration,
transfer and exchange as aforesaid of the Notes.  The Issuer may
designate other agencies for the payment of said principal, premium and interest
at such place or places (subject to applicable laws and regulations) as the
Issuer may decide.  So long as there shall be such an agency, the
Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.  If any law implementing or
complying with, or introduced in order to conform to, any European Union
Directive on the taxation of savings is introduced and a Paying Agent has been
designated within the European Union, 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 law.

       

      With
respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent
for payment of the principal of or interest or premium, if any, on any Notes
that remain unclaimed at the end of two years after such principal, interest or
premium shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the
holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer.  Upon
such repayment all liability of the Trustee or such Paying Agent with respect to
such moneys shall thereupon cease, without, however, limiting in any way any
obligation that the Issuer may have to pay the principal of or interest or
premium, if any, on this Note as the same shall become due.

       

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

       

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

       

      No
recourse shall be had for the payment of the principal of, premium, if any, or
the interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator,

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

       

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

       

      As used
herein, the term “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 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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

     

    


     

    ABBREVIATIONS

     

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

     

    
      
        	
                TEN
      COM

              	
                B

              	
                as
      tenants in common

              
	
                TEN
      ENT

              	
                B

              	
                as
      tenants by the entireties

              
	
                JT
      TEN

              	
                B

              	
                as
      joint tenants with right of survivorship and not as tenants in
      common

              


      

    

     

    


    


    UNIF GIFT
MIN ACT B  __________________Custodian
______________________

       
(Minor)                                           
(Cust)

    


    Under
Uniform Gifts to Minors Act _________________________

    (State)

    


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

    


    
      
        
          

        



       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


    

    


    


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

    


    


    


    ____________________________________________

    [PLEASE
INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
NUMBER OF ASSIGNEE]

    
      


      


    

    
      

    

     

     

      
        

      

    

     

     

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

    

    


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

    


    


    


    Dated:                      _______________________

    


    
      	
              NOTICE:

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

            


    

    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    OPTION
TO ELECT REPAYMENT

     

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

     

    
       

    

    
      
        

      

       

       

        
          

        

      

       

       

        
          

        

      

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

    

     

    


    


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

     

     

     

    
      
        	
                Dated:

              	 	 
      	
                 

              
	
                 

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

                

              


      

    

     

    
20