EXHIBIT
4-p

       

       

      [FORM OF
FACE OF SECURITY]

       

      FIXED RATE
AMORTIZING SENIOR NOTE

       

      
        	
                REGISTERED

              	
                REGISTERED

              
	
                No.
      AMZ ___

              	
                [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.

         

         

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

         

        
          MORGAN
STANLEY

           

          FIXED RATE
AMORTIZING SENIOR NOTE

          SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

           

           

          


           

          
            	
                    ORIGINAL
      ISSUE DATE:

                  	
                    INITIAL
      REDEMPTION DATE:

                  	
                    INTEREST
      RATE:

                  	
                    MATURITY
      DATE:

                  
	
                    INTEREST
      ACCRUAL   DATE:

                  	
                    INITIAL  REDEMPTION  PERCENTAGE:

                  	
                    INSTALLMENT  PAYMENT  DATE(S):

                  	
                    OPTIONAL
      REPAYMENT DATE(S):

                  
	
                    SPECIFIED
      CURRENCY:

                  	
                    ANNUAL
      REDEMPTION 

                    PERCENTAGE
      

                    REDUCTION:

                  	
                    INTEREST
      PAYMENT  PERIOD:

                  	
                    APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR REDEMPTION: [NO]2

                  
	
                    IF
      SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN
      U.S.  DOLLARS: [YES]3

                  	
                    REDEMPTION  NOTICE  PERIOD:4

                  	
                    APPLICABILITY
      OF 

                    ANNUAL
      INSTALLMENT PAYMENTS:

                  	
                    If
      yes, state Issue Price:

                  
	
                    EXCHANGE
      RATE   AGENT:  [MORGAN STANLEY & CO.
      INCORPORATED]

                  	
                    TAX
      REDEMPTION  AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]5

                  	
                    NUMBER
      OF  INSTALLMENTS:

                  	
                    ORIGINAL
      YIELD TO MATURITY:

                  
	
                    OTHER
      PROVISIONS:

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

                  	 
      	 
      


          

          


          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 ]6 [amount specified in
Schedule A hereto]7,
together with interest on any outstanding portion of such principal sum at the
Interest Rate per annum specified above, from and including the Interest Accrual
Date specified above until payment of such principal sum has been made or duly
provided for, in the number of installments (except to the extent redeemed or
repaid prior to the maturity) set forth above (each, an “Installment”) of an
amount for each $1,000.00, or if this Note is denominated in a Specified
Currency other than U.S. dollars, for each 1,000 units of such Specified
Currency, principal amount as set forth on Schedule I hereto, on each
Installment Payment Date specified above, commencing with the Installment
Payment Date immediately following the Original Issue Date shown above, and at
maturity (or on any redemption or optional repayment date); provided, however,
that, notwithstanding the provisions of Schedule I, if the Interest Accrual Date
occurs between a Record Date, as defined below, and the next succeeding
Installment Payment Date, payments of principal and interest will commence on
the second Installment Payment Date succeeding the Interest Accrual Date and
interest accrued from the Interest Accrual Date to such second Installment


           

          _______________________  
            2 If
issued at a discount, adjustments may be required. 

          

          
            3 Applies
if this is a Registered Global Security, unless new arrangements are made with
DTC outside of existing Letters of Representations.

          

          
            4
Applicable if other than 30-60 calendar days. If this is a Registered Global
Security, minimum notice period is [10] calendar days [current DTC
limitation]. 

          

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

          

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

          

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

          

        

         

         

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      Payment
Date plus any principal scheduled to be paid on a prior Installment Payment Date
will be paid to the registered holder of this Note on the Record Date with
respect to such second Installment Payment Date. Each Installment shall
constitute both a payment of interest and a partial repayment of principal,
allocated as set forth in Schedule I hereto. Installments will be applied first
to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.

       

      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 Installment Payment Date (together with the principal payable on such
Installment 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 Installment Payment Date (whether or not a Business Day (as defined below))
(each such date, a “Record Date”), except if and to the extent the Issuer shall
default in the payment of the Installment due on such Installment Payment Date,
in which case such defaulted Installment shall be paid to the person in whose
name this Note is registered at the close of business on a subsequent Record
Date (which shall be not less than five Business Days prior to the date of
payment of such defaulted Installment) established by notice given by mail by or
on behalf of the Issuer to the holders of Notes not less than 15 calendar days
preceding such subsequent Record Date; provided, however, that interest payable
at maturity, redemption or optional repayment will be payable to the person to
whom the principal hereof shall be payable. As used herein, “Business Day” means
any day, other than a Saturday or Sunday, (a) that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or
regulation to close (x) in The City of New York or (y) if this Note is
denominated in a Specified Currency other than U.S. dollars, euro or Australian
dollars, in the principal financial center of the country of the Specified
Currency, or (z) if this Note is denominated in Australian dollars, in Sydney
and (b) if this Note is denominated in euro, that is also a day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer 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”).

       

      Payment of
the principal of this Note, any premium and the interest due at maturity (or any
redemption or repayment date), unless this Note is denominated in a Specified
Currency other than U.S. dollars and is to be paid in whole or in part in such
Specified Currency, will be made in immediately available funds to the
registered holder hereof on such date upon surrender of this Note at the office
or agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such other
paying agency as the Issuer may determine in U.S. dollars. U.S. dollar payments
of interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the person
entitled thereto as such address shall appear in the Note register. A holder of
U.S. $10,000,000 (or the equivalent in a Specified Currency) or more in
aggregate principal amount of Notes having the same Installment Payment Date,
the interest on which is payable in U.S. dollars, shall be entitled to receive
payments of principal and interest, other than principal and interest due at
maturity or on any date of redemption or optional repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Paying Agent in writing not less than 15 calendar days prior to
the applicable Installment Payment Date.

       

      If this
Note is denominated in a Specified Currency other than U.S. dollars, and the
holder does not elect (in whole or in part) to receive payment in U.S. dollars
pursuant to the next succeeding paragraph, payments of principal, premium, if
any, or interest with regard to this Note will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with a
bank located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing [not less than 15 calendar
days prior to the applicable payment date]8 [, with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Record Date and, with respect to payments of principal or any premium, at least
ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be]9; provided that, if
payment of interest, principal or any premium with regard to this Note is
payable in euro, the account must be a euro account in a country for which the
euro is the lawful currency, provided further, that if such wire transfer


      
        
           

          _______________________________

          8 Applies
for a Registered Note that is not in global form.  

        

        
          9 Applies
only for a Registered Global Security.

           

           

        

      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      instructions
are not received, such payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register; and provided, further, that payment of the
principal of this Note, any premium and the interest due at maturity (or on any
redemption or repayment date) will be made upon surrender of this Note at the
office or agency referred to in the preceding paragraph.

       

      If so
indicated on the face hereof, the holder of this Note, if denominated in a
Specified Currency other than U.S. dollars, may elect to receive all or a
portion of payments on this Note in U.S. dollars by transmitting a written
request to the Paying Agent, on or prior to the fifth Business Day after such
Record Date or at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be. Such election shall remain in
effect unless such request is revoked by written notice to the Paying Agent as
to all or a portion of payments on this Note at least five Business Days prior
to such Record Date, for payments of interest, or at least ten calendar days
prior to the Maturity Date or any redemption or repayment date, for payments of
principal, as the case may be.

       

      If the
holder elects to receive all or a portion of payments of principal of, premium,
if any, and interest on this Note, if denominated in a Specified Currency other
than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as defined below)
will convert such payments into U.S. dollars. In the event of such an election,
payment in respect of this Note will be based upon the exchange rate as
determined by the Exchange Rate Agent based on the highest bid quotation in The
City of New York received by such Exchange Rate Agent at approximately 11:00
a.m., New York City time, on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers (one of which may be
the Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the
Issuer) for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the amount of the Specified
Currency payable in the absence of such an election to such holder and at which
the applicable dealer commits to execute a contract. If such bid quotations are
not available, such payment will be made in the Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments. The “Exchange Rate Agent” shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.

       

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

       

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

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

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

      

       

      
        	
                DATED:

              	 
      	
                MORGAN
      STANLEY

                 

              
	 
      	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      
        TRUSTEE’S
CERTIFICATE OF

      

      
        AUTHENTICATION

      

      


      
        This is
one of the Notes

      

      
        referred
to in the

      

      
        within-mentioned
Senior

      

      
        Indenture.

      

      


      
        THE BANK
OF NEW YORK MELLON,

      

      
        as
Trustee

      

      


      
        	
                By:

              	 
      
	 	
                Authorized
      Signatory

              


      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

       

      [FORM OF
REVERSE OF SECURITY]

      SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

       

      This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series F
(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) (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, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Senior Indenture. To the extent not inconsistent herewith, the terms of the
Senior Indenture are hereby incorporated by reference herein.

       

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

       

      
        If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption (less any
previously paid Installments). 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 (less any
previously paid Installments), 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 (less any previously paid Installments) 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 fixed for redemption or within the Redemption Notice Period specified on
the face hereof, subject to all the conditions and provisions of the Senior
Indenture. In the event of redemption of this Note in part only, a new Note or
Notes for the amount of the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

         

        If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of $1,000 or, if
this Note is denominated in a Specified Currency other than U.S. dollars, in
increments of 1,000 units of such Specified Currency (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment (less any previously paid Installments), 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 on the
date of repayment will be limited to the aggregate principal amount hereof (less
any previously paid Installments) multiplied by the sum of the Issue


         

        
           

          
            
              
              

            

            
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        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.

      

       

      Interest
payments on this Note will include interest accrued to but excluding the
Installment Payment Dates or the Maturity Date (or any earlier redemption or
optional repayment date), as the case may be. Unless otherwise provided on the
face hereof, interest payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months.

       

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

       

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

       

      This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and, if denominated in U.S. dollars,
unless otherwise stated above, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of such Specified Currency,
as determined by reference to the noon dollar buying rate in The City of New
York for cable transfers of such Specified Currency published by the Federal
Reserve Bank of New York (the “Market Exchange Rate”) on the Business Day
immediately preceding the date of issuance.

       

      
        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 

         

        
           

           

          
            
              
              

            

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

         

      

      
      

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

       

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

         

        
           

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

        

         

      

      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 (less any previously paid Installments), 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 due and payable will be limited to the aggregate principal
amount hereof (less any previously paid Installments) 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
amortized 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.

       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                o

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

              


      

       

      
         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

      

       

       

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

         

      

      
        	
                 
      

              	
                o

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      combination of the items listed
above.

              


      

       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                by
      or on behalf of a beneficial owner who would have been able to avoid such
      withholding or deduction by presenting this Note 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.

       

      
         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

      

       

      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 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 (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.

       

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

       

      All
determinations referred to above made by, or on behalf of, the Issuer or by, or
on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on holders of Notes.

       

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

       

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

      

       

      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, premium, if any, or the
interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

       

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

       

      As used
herein, the term “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.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                 

                ABBREVIATIONS

                 

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

                 

                TEN
COM   –   as tenants in common

                TEN
ENT    –   as tenants by the
entireties

                
                  JT
TEN        –   as joint
tenants with right of survivorship and not as tenants in
common

                

                 

                UNIF GIFT
MIN ACT – ______________________        
Custodian __________________________

                (Minor)                               
                              (Cust)

                 

                Under
Uniform Gifts to Minors Act ______________________________

                (State)

                 

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

                 

                _______________________

                 



               

              
                
                  
                  

                

                
                  13

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                 

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

                 

                ____________________________________________

                [PLEASE
INSERT SOCIAL SECURITY OR OTHER

                IDENTIFYING
NUMBER OF ASSIGNEE] 

                   

                   

                    
                      

                    

                  

                   

                    
                      

                       

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

                      

                    

                  

                

                 

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

                 

                Dated:_______________________

                 

                
                  	
                          NOTICE:

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

                        

 

                
                  
                    
                    

                  

                  
                    14

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                OPTION TO ELECT
REPAYMENT

                 

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

                 

                  
                    

                  

                

                 

                  
                    

                  

                

                 

                  
                    

                  

                

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

                 

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

                 

                Dated:________________________                                _______________________________________

                
                  	
                           

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

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    15

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

              

            

          

        

      

       

      [SCHEDULE
A]10

       

       

      GLOBAL
NOTE

      SCHEDULE
OF EXCHANGES

       

      The
initial principal amount of this Note is $__________. [In accordance with the
[Unit Agreement With Holders’ Obligations dated as of
[               
], 20_ _ among the Issuer, The Bank of New York Mellon, as Unit Agent, as
Collateral Agent and as Trustee under the Indenture referred to therein and the
Holders from time to time of the Units described therein] [the Unit Agreement
Without Holders’ Obligations dated as of [   ], 20[__], between
the Company and The Bank of New York Mellon, as Unit Agent, as Trustee and
Paying Agent under the Indenture referred to therein, and as Warrant Agent under
the Warrant Agreement referred to therein], the following (A) reductions of the
principal amount of this Note by cancellation upon the application of such
amount to the settlement of Purchase Contracts or the exercise of Warrants or
for any other reason or (B) exchanges of portions of this Note for an interest
in a Note that has been separated from a Unit (a “Separated Note”) have been
made:]11 [The following (A) reductions of the
principal amount of this Note by cancellation upon the application of such
amount to the settlement of Purchase Contracts or the exercise of Warrants or
for any other reason or (B) exchanges of an interest in a Note that is part of a
Unit (an “Attached Unit Note”) for an interest in this Note have been
made:]12

       

      
        	
                
                   

                  Date
      of Exchange or Cancellation

                

              	
                
                   

                  Principal
      Amount Cancelled

                

              	
                
                   

                  Principal
      Amount Exchanged For Separated Note10

                

              	
                
                  Reduced
      Principal Amount Outstanding Following Such Exchange or
      Cancellation

                

              	
                
                  Principal
      Amount of Attached Unit Note Exchanged For Interest in this Note11

                

              	
                
                  Increased
      Principal Amount of this Note Outstanding Following Such Exchange11

                

              	
                
                   

                  Notation
      Made by or on Behalf of Paying Agent

                

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

       

      __________________  
        10
Schedule A needed only if this Note is issued as part of, or in relation to, a
Unit.  

      

      
        11 Applies
only if this Note is part of a Unit. 


      

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

      

    

     

     

     

     

    16