EXHIBIT 4-aa

    


    


    [FORM
OF FACE OF SECURITY]

    


    EURO
SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE

    


    


    
      
        	
                REGISTERED

              	
                REGISTERED

              
	
                No.
      EFLRR

              	
                ISIN:  [•]

              
	 
      	
                Common
      Code:  [•]

              
	 
      	 
      
	 	[Principal
      Amount],
	 	as modified by
      Schedule I


      



    


    


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

    


    
      
        

      

    

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

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      MORGAN
STANLEY

    

    [EURO
SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE]

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

    


    EXtendible Liquidity
SecuritiesSM (EXLsSM)

    


    
      	
              Base
      Rate:

            	 	
              Original
      Issue Date:

            	 	
              Initial
      Maturity Date:

            
	
              Index
      Maturity:

            	 	
              Interest
      Accrual Date:

            	 	
              Final
      Maturity Date:

            
	
              Reporting
      Service:

            	 	
              Initial
      Interest Rate:

            	 	
              Maturity
      Extension Date:

            
	
              Interest
      Payment Period:

            	 	
              Initial
      Interest Reset Date:

            	 	

              Interest
      Payment Date(s):

            
	
            	 	
            	 	
            
	
              Extended
      Maturity Date:

            	 	

              Election
      Periods:

            	 	

              Interest
      Reset Period:

            
	
            	 	
            	 	
            
	
              Spread
      (Plus Or Minus):

            	 	

              Maximum
      Interest Rate:

            	 	

              Interest
      Reset Date(s):

            
	
            	 	
            	 	
              Principal
      Paying Agent and

            
	
              Spread
      Multiplier:

            	 	
              Minimum
      Interest Rate:

            	 	

              Calculation
      Agent:

            
	
              Index
      Currency:

            	 	
              Initial
      Redemption Date:

            	 	 
      
	
              Exchange
      Rate Agent:

            	 	 
      	 	 
      
	
              [Morgan
      Stanley &

            	 	
            	 	 
	
              Co.
      International plc]

            	 	
              Initial
      Redemption Percentage:

            	 	
              Denominations:

            
	
              Incremental
      Spread

            	 	 
      	 	 
      
	
              Commencement
      Date:

            	 	
              Annual
      Redemption

            	 	 
      
	
            	 	
              Percentage
      Reduction:

            	 	
              Specified
      Currency:

            
	 
      	 	 
      	 	
              If
      Specified Currency Other Than 

            
	
              Incremental
      Spread

            	 	 
      	 	
              U.S.
      Dollars, Option
      To Select

            
	 	
              Optional
      Repayment Date(s):

            	 	
              Payment
      In U.S. Dollars:

            
	
              (Plus
      or Minus):

            	 	
            	 	
              Designated
      Cmt Reuters Page:

            
	 
      	 	
              Redemption
      Notice Period:(2)

            	 	
              Designated
      Cmt Maturity Index:

            
	
              Redemption
      Dates:

            	 	
            	 	
              Other
      Provisions:  See Below

            
	
              Redemption
      Percentage:

            	 	

              Initial
      Offering Date:

            	 	
            
	
            	 	
            	 	
            
	 
      	 	 
      	 	
            
	 
      	 	 
      	 	
            


    

     

    

      
        

      

    

    
      	
              (2)  

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

            


    

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Irrevocable
      Notice:

              	 	
                [Upon
      delivery of a notice electing to extend the maturity of this Note or any
      portion thereof to The Bank of New York Mellon, London Branch, such
      election shall be irrevocable. The holder of a Short-Term Note (as defined
      below) received as a consequence of the failure to make such election may
      not elect to exchange such Short-Term Note for an interest in this
      Note.]

              
	 	 	 
	
                Maturity
      Extension Period:

              	 	
                [18
      calendar months, or if the last day of such period is not a Business Day,
      the Maturity Extension Period shall end on the first Business Day
      immediately preceding such day.]

              
	 	 	 
	
                Maturity
      Extension:

              	 	
                [This
      Note shall mature on the Initial Maturity Date, unless the maturity of all
      or any portion of the principal amount hereof is extended in accordance
      with the procedures described herein under “Option to Extend
      Maturity.”]

              
	 	 	 
	
                Option
      To Extend Maturity:

              	 	
                [During
      any Election Period, if the option to extend the maturity of this Note is
      exercised, the maturity of this Note, or of any portion of this Note
      having a principal amount of Euro
                    or
      any integral multiple of
      Euro              in
      excess thereof for which such option has been exercised, shall be extended
      to the Maturity Extension Date occurring in the month eighteen months
      after the earliest to occur of the next
                    ,
                    ,
                    
      or
                    
      immediately succeeding such Election Period. In order to exercise the
      option to extend the maturity of all, or any portion, of the principal
      amount of this Note, the holder of this Note must deliver to The Bank of
      New York Mellon, London Branch during the relevant Election Period (and on
      or prior to 5:00 p.m. (London time) on the last Business Day in such
      Election Period) (i) the form entitled “Option to Extend Maturity”
      included below duly completed and, in the event of an election to extend
      the maturity of only a portion of the principal amount of this Note, this
      Note 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 or terms, a statement that the option to
      elect extension of maturity is being exercised thereby, the principal
      amount hereof with respect to which such option is being exercised and a
      guarantee that the form entitled “Option to Extend Maturity” included
      below duly completed and, in the event of an election to extend the
      maturity of only a portion of the principal amount of this Note, this Note
      will be received by The Bank of New York Mellon, London Branch no later
      than five Business Days after the date of such telegram, telex, facsimile
      transmission or letter; provided
      that such telegram, telex, facsimile transmission or letter shall not be
      effective unless this Note (if required to be surrendered as aforesaid)
      and such form duly completed are received by The Bank of
  

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        	 	 	
                New
      York Mellon, London Branch by such fifth Business Day. Such option may be
      exercised by the holder for less than the entire principal amount hereof
      provided that the
      principal amount for which such option is not exercised is at least Euro
                    
      or any larger amount that is an integral multiple of
      Euro              .]

                 

                [If
      the option to extend the maturity of any portion hereof is not duly
      exercised within any Election Period, a new Note or Notes in the form
      attached hereto as Exhibit A (each, a “Short-Term Note”) for all or that
      portion of the principal amount hereof as to which such option to extend
      has not been made and having as its or their “Maturity Date” (as such term
      is used in each such Short-Term Note) the Extended Maturity Date or, if
      the option to extend the maturity of this Note has not previously been
      duly exercised as to such portion of the principal amount hereof, the
      Initial Maturity Date shall be issued on the Interest Payment Date
      immediately succeeding such Election Period in the name of the holder
      hereof, subject to delivery of this Note to The Bank of New York Mellon,
      London Branch, and Schedule I hereto shall be annotated as of the Interest
      Payment Date immediately succeeding such Election Period to reflect the
      corresponding decrease in the principal amount hereof. The failure to
      elect to extend the maturity of all or any portion of this Note will be
      irrevocable and will be binding upon any subsequent holder of this
      Note.]

                 

                [The
      Issuer and the Trustee shall deem this Note cancelled as to any portion of
      the principal amount hereof for which a duly completed form entitled
      “Option to Extend Maturity” and, if applicable, this Note are not
      delivered to The Bank of New York Mellon, London Branch within the
      applicable Election Period in accordance with the terms of this
      Note.]

                 

                [The
      maturity of this Note will not be extended beyond the Final Maturity Date
      stated above.] 

              


      

    

    
       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    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 amount specified in Schedule I hereto on the Initial
Maturity Date specified above (except to the extent previously redeemed or
repaid) or, to the extent the maturity date of any portion of the principal
amount of this Note is extended in accordance with the procedures set forth
herein to an Extended Maturity Date, as defined above, on such Extended Maturity
Date (except to the extent such portion is redeemed or repaid prior to such
Extended Maturity Date) and to pay interest on the principal amount hereof
outstanding from time to time, from the Interest Accrual Date specified above at
a rate per annum equal to the Initial Interest Rate specified above or
determined in accordance with the provisions specified on the reverse hereof
until the Initial Interest Reset Date specified above, and thereafter at a rate
per annum determined in accordance with the provisions specified on the reverse
hereof until but excluding the date on which (a) the principal hereof is paid or
duly made available for payment or (b) this Note has been canceled in accordance
with the provisions set forth below. Unless such rate is otherwise specified on
the face hereof, the Calculation Agent shall determine the Initial Interest Rate
for this Note in accordance with the provisions specified on the reverse
hereof.

    


    The Issuer
will pay interest in arrears weekly, monthly, quarterly, semiannually or
annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Interest Accrual Date specified above, and on the
Initial Maturity Date or the Extended Maturity Date, as the case may be (each, a
“Maturity Date”), or any redemption or repayment date; provided, however, that
if the Interest Accrual Date occurs between a Record Date, as defined below, and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; provided,  further, that if an Interest
Payment Date or the Maturity Date or a redemption or repayment date would fall
on a day that is not a Business Day, as defined on the reverse hereof, such
Interest Payment Date, Maturity Date, redemption date or repayment date shall be
the following day that is a Business Day, except that if the Base Rate specified
above is LIBOR or EURIBOR and such next Business Day falls in the next calendar
month, the Interest Payment Date, Maturity Date, redemption date or repayment
date shall be the immediately preceding day that is a Business Day.

    


    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 (i) the principal hereof has been paid or duly made available
for payment or (ii) this Note has been canceled in accordance with the
provisions set forth below. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day) (each such date, a “Record Date”); provided, however, that interest
payable at maturity (or on any redemption or repayment date) shall be payable to
the person to whom the principal hereof shall be payable.

    


    Payment of
the principal of this Note, any premium and the interest due at maturity (or on
any redemption or repayment date), 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 upon
surrender of this Note at the office or agency of the Principal Paying Agent, as
defined on the reverse hereof, or at the office or agency of such other paying
agent as the Issuer may determine (each, a “Paying Agent,” which term shall
include the Principal Paying Agent). U.S. dollar payments of interest, other
than interest due at maturity or on any date of redemption or repayment, will be
made by United States 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 Interest Payment Date, the interest on
which is payable in U.S. dollars, shall be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Principal Paying Agent in
writing not less than 15 calendar days prior to the applicable Interest Payment
Date.

    


    If this
Note is denominated in a Specified Currency other than U.S. dollars, 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 interest, principal or
any premium with regard to this Note will be made by wire transfer of
immediately available funds to

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 Principal Paying Agent in writing, 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; 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 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 on the
reverse hereof) 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.

    


    If this
Note ceases to be held by a common depositary for Euroclear Bank S.A./N.V., as
operator of the Euroclear system, and Clearstream Banking, société anonyme, this Note
will be exchanged for one or more Notes of authorized denominations having an
aggregate principal amount equal to the principal amount of this Note as then
shown on Schedule I hereto, which new Notes shall otherwise have the same terms
as this Note, except that the provisions of such new Notes regarding the
extension of the maturity thereof shall be modified to the extent appropriate
for notes not required to be held in a securities depositary; provided that the respective
rights and obligations of the Issuer and the holders of such new Notes shall be
the same in all material respects as the respective rights and obligations of
the Issuer and the holder of this Note. Such new Notes shall have stated
principal amounts and shall be registered in the names of the persons then
having a beneficial interest in this Note or in the names of their
nominees.

    


    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.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    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

            	 





    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    [FORM
OF REVERSE OF SECURITY]


    EURO
SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE

    


    This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series
[G/H], having maturities more than nine months from the date of issue (the
“Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated
as of November 1, 2004, between the Issuer and The Bank of New York Mellon (as
successor Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
Bank)), as Trustee (the “Trustee,” which term includes any successor trustee
under the Senior Indenture), as supplemented by a First Supplemental Senior
Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture
dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of
September 10, 2008 and a Fourth Supplemental Senior Indenture dated as of
December 1, 2008 (as the same may be further amended or supplemented from time
to time, the “Senior Indenture”), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the Issuer, the Trustee
and holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal
corporate trust office in the Borough of Manhattan, The City of New York, as a
paying agent for the Notes in the United States and The Bank of New York Mellon,
London Office (as successor to JPMorgan Chase Bank, N.A., London Branch), at its
corporate trust office in London as the principal paying agent for the Notes
outside the United States (the “Principal Paying Agent,” which term includes any
additional or successor Principal Paying Agent appointed by the Issuer). The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Senior Indenture. To the extent not inconsistent herewith, the terms of the
Senior Indenture are hereby incorporated by reference herein.

    


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

    


    If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to “Annual Redemption Percentage
Reduction,” the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). Notice of redemption shall be mailed to the 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 the authorized denominations
specified on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment (except as provided below). For this Note to be
repaid at the option of the holder hereof, the Principal Paying Agent must
receive at its office in London, at least 15 but not more than 30 calendar days
prior to the date of repayment, (i) this Note with the form entitled “Option to
Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or the
Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust
company in the United States, Western Europe or Japan setting forth the name of
the holder of this Note, the principal amount hereof, the certificate number of
this Note or a description of this Note’s tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled “Option to Elect Repayment” duly

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    completed, will be received by the Principal Paying Agent not later
than the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Principal Paying Agent by such fifth
Business Day. Unless otherwise indicated on the face of this Note, exercise of
such repayment option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

    


    This Note
will bear interest at the rate determined in accordance with the applicable
provisions below by reference to the Base Rate specified on the face hereof
based on the Index Maturity, if any, specified on the face hereof (i) (A) plus
or minus the Spread, if any, specified on the face hereof and (B) for any period
on or after the Incremental Spread Commencement Date, if any, specified on the
face hereof, plus or minus the Incremental Spread, if any, specified on the face
hereof or (ii) multiplied by the Spread Multiplier, if any, specified on the
face hereof. Commencing with the Initial Interest Reset Date specified on the
face hereof, the rate at which interest on this Note is payable shall be reset
as of each Interest Reset Date specified on the face hereof (as used herein, the
term “Interest Reset Date” shall include the Initial Interest Reset Date). For
the purpose of determining the Initial Interest Rate references in this
paragraph, the next succeeding paragraph and, if applicable clauses (i) and (ii)
under “Determination of EURIBOR” below to Interest Reset Date shall be deemed to
mean the Original Issue Date. The determination of the rate of interest at which
this Note will be reset on any Interest Reset Date shall be made on the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date.
The Interest Reset Dates will be the Interest Reset Dates specified on the face
hereof; provided, however, that (a) the
interest rate in effect for the period from the Interest Accrual Date to the
Initial Interest Reset Date specified on the face hereof will be the Initial
Interest Rate and (b) unless otherwise specified on the face hereof, the
interest rate in effect for the ten calendar days immediately prior to maturity,
redemption or repayment will be that in effect on the tenth calendar day
preceding such maturity, redemption or repayment date. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. 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 in
London or (y) if this Note is denominated in a Specified Currency other than
U.S. dollars, euro or Australian dollars, in the principal financial center of
the country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans- European Automated Real-time Gross Settlement
Express Transfer payment system (“TARGET”), which utilizes a single shared
platform and was launched on November 19, 2007, is open for the settlement of
payment in euro (a “TARGET Settlement Day”).

    


    The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Federal Funds Rate, Federal
Funds (Open) Rate and Prime Rate shall be on the Business Day prior to the
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate and CMT Rate will be the second Business Day prior to such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to EURIBOR (or to
LIBOR when the Index Currency is euros) shall be the second TARGET Settlement
Day prior to such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to LIBOR, other than for LIBOR Notes for which the Index Currency is
euros, shall be the second London Banking Day prior to such Interest Reset Date,
except that the Interest Determination Date pertaining to an Interest Reset Date
for a LIBOR Note for which the Index Currency is pounds sterling will be such
Interest Reset Date. As used herein, “London Banking Day” means any day on which
dealings in deposits in the Index Currency (as defined herein) are transacted in
the London interbank market. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to the
Treasury Rate shall be the day of the week in which such Interest Reset Date
falls on which Treasury bills normally would be auctioned. Treasury Bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that the auction may be held on the preceding Friday; provided, however, that if an auction
is held on the Friday of the week preceding such Interest Reset Date, the
Interest Determination Date shall be such preceding Friday; and

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall
instead be the
first Business Day following the date of such auction. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to two or more base rates will be the latest
Business Day that is at least two Business Days before the Interest Reset Date
for the applicable Note on which each base rate is
determinable.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (i) If the
above rate is not published by 3:00 p.m., New York City time, on the Calculation
Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on that Interest Determination Date for

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    commercial paper of the Index Maturity specified on the face hereof
as published in the H.15 Daily Update, or other recognized electronic source
used for the purpose of displaying the applicable rate, under the heading
“Commercial Paper--Nonfinancial.”

    


    (ii) If by 3:00
p.m., New York City time, on that Calculation Date the rate is not yet published
in either H.15(519) or the H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, then the
Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on that Interest Determination Date of three leading dealers of
U.S. dollar commercial paper in The City of New York, which may include the
initial dealer and its affiliates, selected by the Calculation Agent (after
consultation with the Issuer), for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is “Aa,” or the equivalent, from a nationally recognized statistical rating
agency.

    


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

    


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

    


    
      	
              Money
      Market Yield =

            	
                              
      D x
      360              
      

            	
              x
      100

            	 
      
	
              360
      – (D x M)

            	 
      


    

    


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

    


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

    


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

    


    (i) If the
above rate does not appear, the Calculation Agent shall request the principal
Euro-zone office of each of four major banks in the Euro-zone interbank market,
as selected by the Calculation Agent (after consultation with the Issuer), to
provide the Calculation Agent with its offered rate for deposits in euros, at
approximately 11:00 a.m., Brussels time, on the Interest Determination Date, to
prime banks in the Euro-zone interbank market for the Index Maturity specified
on the face hereof commencing on the applicable Interest Reset Date, and in a
principal amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that time. If
at least two quotations are provided, EURIBOR shall be the arithmetic mean of
those quotations.

    


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

    


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

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (ii) If the
above rate is not published in either H.15(519) or the H.15 Daily Update by 3:00
p.m., New York City time, on the Calculation Date, the Calculation Agent shall
determine the Prime Rate to be the arithmetic mean of the

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    rates of interest publicly announced by each bank that appears on
the Reuters Page US PRIME 1, as defined below, as that bank’s Prime Rate or base
lending rate as in effect for that Interest Determination Date.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (v) if the
rate described in (iv) above is not so published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on the applicable Interest
Determination Date of the applicable Treasury Bills as published in the H.15
Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”; or

    


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

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    
      	
              Bond
      Equivalent Yield

            	
              =

            	
                    
           D x N      
           

            	
              x

            	
              100

            	 
      
	
              360
      - (D x M)

            	 
      


    

    


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

    


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

    


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

    

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Unless
otherwise indicated on the face hereof, interest payments on this Note shall be
the amount of interest accrued from and including the Interest Accrual Date or
from and including the last date to which interest has been paid or duly
provided for, to but excluding the Interest Payment Dates or Maturity Date (or
any earlier redemption or repayment date), as the case may be. Accrued interest
hereon for any period shall be the sum of the products obtained by multiplying
the interest factor calculated for each day in such period by the principal
amount hereof shown on Schedule I hereto for each such day; provided that for the purpose
of calculating the amount of interest payable hereon, any decrease in the
principal amount hereof attributable to the failure to duly extend the maturity
of this Note or any portion of this Note during any Election Period shall be
effective on and as of the first Interest Payment Date immediately succeeding
such Election Period.

    


    Unless
otherwise specified on the face hereof, the interest factor for each such day
shall be computed by dividing the interest rate applicable to such day (i) by
360 if the Base Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds
Rate, Federal Funds (Open) Rate, Prime Rate or LIBOR (except if the Index
Currency is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the
Index Currency is pounds sterling; or (iii) by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred- thousandth of a percentage
point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in
or resulting from such calculation on this Note will be rounded to the nearest
cent, with one-half cent rounded upward.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    The interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. The interest rate applicable to any other
day is the interest rate from the immediately preceding Interest Reset Date (or,
if none, the Initial Interest Rate).

    


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

    


    This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which
is an authorized denomination set forth on the face hereof.

    


    The
Trustee has been appointed registrar for the Notes (the “Registrar,” which term
includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York, a register for the
registration and transfer of Notes. This Note may be transferred at either the
aforesaid New York office or the London office of the Registrar by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Registrar and duly executed by the
registered holder hereof in person or by the holder’s attorney duly authorized
in writing, and thereupon the Registrar shall issue in the name of the
transferee or transferees, in exchange herefor, a new Note or Notes having
identical terms and provisions and having a like aggregate principal amount in
authorized denominations, subject to the terms and conditions set forth herein;
provided, however, that the Registrar will not be required (i) to register the
transfer of or exchange any Note that has been called for redemption in whole or
in part, except the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased, or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Senior Indenture with respect to
the redemption of Notes. Notes are exchangeable at said offices for other Notes
of other authorized denominations of equal aggregate principal amount having
identical terms and provisions. All such registrations, exchanges and transfers
of Notes will be free of 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.

    


    This Note
may be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption, if the Issuer determines
that, as a result of any change in or amendment to the laws (including a
holding, judgment or as ordered by a court of competent jurisdiction), or any
regulations or rulings promulgated thereunder, of the United States or of any
political subdivision or taxing authority thereof or therein affecting taxation,
or any change in official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment occurs, becomes
effective or, in the case of a change in official position, is announced on or
after the Initial Offering Date hereof, the Issuer has or will become obligated
to pay Additional Amounts, as defined below, with respect to this Note as
described below. Prior to the giving of any notice of redemption pursuant to
this paragraph, the Issuer shall deliver to the Trustee (i) a certificate
stating that the Issuer is entitled to effect such redemption and setting forth
a statement

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    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 such notice.

    


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

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                o 

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

              


      

    

    


    
      
        	
              	
                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,
      

                  


          

        

      

    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

    


    The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of the debt securities of
all series issued under the Senior Indenture then outstanding and affected
(voting as one class), to execute supplemental indentures adding any provisions
to or changing in any manner the rights of the holders of each series so
affected; provided that
the Issuer and the Trustee may not, without the consent of the holder of each
outstanding debt security affected thereby, (a) extend the final maturity of any
such debt security, or reduce the principal amount thereof, or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof, or change the currency of

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    payment thereof, or modify or amend the provisions for conversion of
any currency into any other currency, or reduce the amount of any original issue
discount security payable upon acceleration or provable in bankruptcy, or modify
or amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities or for other property or the cash
value of the property (other than as provided in the antidilution provisions or
other similar adjustment provisions of the debt securities or otherwise in
accordance with the terms thereof), or alter certain provisions of the Senior
Indenture relating to debt securities not denominated in U.S. dollars or impair
or affect the rights of any holder to institute suit for the payment thereof or
(b) reduce the aforesaid percentage in principal amount of debt securities of
any series the consent of the holders of which is required for any such
supplemental indenture.

    


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

    


    The
“Exchange Rate Agent” shall be Morgan Stanley & Co. International plc,
unless otherwise indicated on the face hereof.

    


    All
determinations referred to above made by, or on behalf of, the Issuer or by, or
on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on holders of these 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, premium, if any, and interest on
this Note as herein provided in the Borough of Manhattan, The City of New York,
and an office or agency in said Borough of Manhattan for the registration,
transfer and exchange as aforesaid of the Notes. If this Note is listed on the
London Stock Exchange plc and such exchange so requires, the Issuer shall
maintain a Paying Agent in London. If any European Union Directive on the
taxation of savings comes into force, the Issuer will, to the extent possible as
a matter of law, maintain a Paying Agent in a Member State of the European Union
that will not be obligated to withhold or deduct tax pursuant to any such
Directive or any law implementing or complying with, or introduced in order to
conform to, such Directive. The Issuer may designate other agencies for the
payment of said principal, premium and interest at such place or places outside
the United States (subject to applicable laws and regulations) as the Issuer may
decide. So long as there shall be such an agency, the Issuer shall keep the
Trustee advised of the names and locations of such agencies, if any are so
designated.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    As used
herein:

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    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.

       

      _______________________

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      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.


        

      

                          

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

    

    OPTION TO EXTEND MATURITY

    


    The
undersigned hereby elects to extend the maturity of the Morgan Stanley Global
Medium-Term Notes, Series [G/H], Euro Senior Registered Floating Rate Renewable
Notes, EXtendible Liquidity Securities, No. EFLRR__ (ISIN
[                         
 ]; Common Code
[                            
]) (or the portion thereof specified below) with the effect provided in said
Note by surrendering said Note to The Bank of New York Mellon, London Branch,
One Canada Square, London E14 5AL, England, or such other address of which the
Issuer shall from time to time notify the holders of the Notes in the event of
an election to extend the maturity of only a portion of the principal amount of
said Note, together with this form of “Option to Extend Maturity” duly completed
by the holder of said Note.

    


    
      If the
option to extend the maturity of less than the entire principal amount of said
Note is elected, specify the portion of said Note (which shall be
[                                         ]
or an integral multiple of
[                                   ]
in excess thereof) as to which the holder elects to extend the maturity
[                                    ]
________; and specify the denomination or denominations (which shall be
[                                    ]
or an integral multiple of
[                                   ]
in excess thereof) of the Notes in the form attached to said Note as Exhibit A
to be issued to the holder for the portion of said Note as to which the option
to extend the maturity is not being elected (in the absence of any such
specification one such Note in the form of said Exhibit A will be issued for the
portion as to which the option to extend maturity is not being made) Euro
________.

       

    

     

    
      	
              Dated:

            	 
      	 	  
      	 
	 	 
      	 	
              
                NOTICE:
      The signature on this Option to Extend
Maturity must
      correspond with the name as written 

                upon
      the face of the Note in every particular, without 

                  alteration
      or enlargement or any change whatever.

                

              

            	 


    

    


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      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.	 


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

      

    

    SCHEDULE I

    


    


    SCHEDULE
OF EXCHANGES

    


    The initial principal amount of this
Note is
[                              ]. The following exchanges of a portion
of this Note for an interest
in a Short-Term Note and the following exchanges of an interest in a Short-Term
Note for an interest in this Note have been made:

    


    
      	 
      	 
      	 
      	 
      	
              Reduced
      Principal Amount

            	 
      	 
      
	 
      	 
      	
              Principal
      Amount Exchanged for

            	 
      	
              Outstanding
      Following

            	 
      	
              Notation
      Made by or on

            
	
              Date
      of Exchange

            	 
      	
              Short-Term
      Note

            	 
      	
              Such
      Exchange

            	 
      	
              Behalf
      of Trustee

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    
       

      
        
          
          

        

        
          Schedule
I-1

          
            

          

        

        
          
          

        

      

       
EXHIBIT
A TO EURO SENIOR REGISTERED FLOATING RATE

    RENEWABLE
NOTE

    (Short-Term
Note)

    


    [FORM OF
FACE OF SECURITY]

    


    
      
        	
                REGISTERED

              	
                REGISTERED

              
	
                No.
      EFLRR

              	
                ISIN:
      [            ]

              
	 	 
	 	
                Common
      Code: [    ]

              
	 	 
	 	
                Euro
      _________

              


      



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

    


    


     

      
        

      

    

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

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

       

    

    MORGAN STANLEY


    
      [EURO
SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE]

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

    

    


    


    
      
        	
                BASE
      RATE

              	 	
                ORIGINAL
      ISSUE DATE

              	 	
                MATURITY
      DATE

              
	 	 	 	 	 
	
                REPORTING
      SERVICE

              	 	
                INTEREST
      ACCRUAL DATE

                [Insert
      date of issuance of Short-term Note.]

              	 	
                INTEREST
      PAYMENT DATES

              
	 	 	 	 	 
	
                INDEX
      MATURITY

              	 	
                INITIAL
      INTEREST RESET DATE

              	 	
                INTEREST
      RESET PERIOD

              
	 	 	 	 	 
	
                SPREAD
      (PLUS OR MINUS)

              	 	
                INTEREST
      PAYMENT PERIOD

              	 	
                INTEREST
      RESET DATE(S)

              
	 	 	 	 	 
	
                INITIAL
      OFFERING DATE

              	 	
                INITIAL
      INTEREST RATE

              	 	
                PRINCIPAL
      PAYING AGENT AND CALCULATION AGENT

              
	 	 	 	 	 
	
                SPECIFIED
      CURRENCY

              	 	
                MAXIMUM
      INTEREST RATE

              	 	
                DENOMINATIONS

              
	 	 	 	 	 
	
                INCREMENTAL
      SPREAD (PLUS OR MINUS)

              	 	
                MINIMUM
      INTEREST RATE

              	 	
                IF
      SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS. OPTION TO ELECT PAYMENT IN
      U.S. DOLLARS

              
	 	 	 	 	 
	
                INCREMENTAL
      SPREAD COMMENCEMENT DATE

              	 	
                EXCHANGE
      RATE AGENT

                [Morgan
      Stanley & Co. International plc]

              	 	
                OPTIONAL
      REPAYMENT DATE(S)

              
	 
      	 	 
      	 	 
      
	
                INITIAL
      REDEMPTION DATE

              	 	
                DESIGNATED
      CMT MATURITY INDEX

              	 	
                DESIGNATED
      CMT REUTERS PAGE

              
	 	 	 	 	 
	
                INITIAL
      REDEMPTION PERCENTAGE

              	 	
                ANNUAL
      REDEMPTION PERCENTAGE REDUCTION

              	 	
                REDEMPTION
      NOTICE PERIOD

              
	 	 	 	 	 
	
                REDEMPTION
      DATES

              	 	
                REDEMPTION
      PERCENTAGE

              	 	 
      
	 	 	 	 	 
	
                OTHER
      PROVISIONS

              	 	 
      	 	 
      


      

    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    


    Morgan Stanley, a Delaware corporation (together with its successors
and assigns, the “Issuer”), for value received, hereby promises to pay to , or
registered assignees, the principal sum of , on the Maturity Date specified
above (except to the extent previously redeemed or repaid) and to pay interest
on the principal amount hereof outstanding from time to time, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate, as defined below, until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until but excluding the date on which the
principal hereof is paid or duly made available for payment, together with the
unpaid amount of interest, if any, payable on the principal amount hereof during
the period that the Issuer’s obligation to pay such principal amount was
evidenced by a predecessor Note (the “Renewable Note”), which amount shall be
payable on the first date succeeding the Interest Accrual Date specified above
on which interest on this Note is paid and shall be payable to the person
receiving such interest payment. The Issuer will pay interest hereon in arrears
weekly, monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date or any redemption or
repayment date; provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date to the registered
holder of this Note on the Record Date with respect to such second Interest
Payment Date; provided,
 further, that if
an Interest Payment Date or the Maturity Date or a redemption or repayment date
would fall on a day that is not a Business Day, as defined on the reverse
hereof, such Interest Payment Date, Maturity Date, redemption date or repayment
date shall be the following day that is a Business Day, except that if the Base
Rate specified above is LIBOR or EURIBOR and such next Business Day falls in the
next calendar month, the Interest Payment Date, Maturity Date, redemption date
or repayment date shall be the immediately preceding day that is a Business Day.
As used herein, “Initial Interest Rate” means the rate of interest determined in
accordance with the provisions of the Renewable Note (i) on the Interest Reset
Date with respect to the Renewable Note occurring on the Interest Accrual Date
specified above or (ii) if no such Interest Reset Date occurred on the Interest
Accrual Date, on the Interest Reset Date with respect to the Renewable Note
occurring immediately preceding the Interest Accrual 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) (each such date a
“Record Date”); provided, however, that interest
payable at maturity (or on any redemption or repayment date) shall be payable to
the person to whom the principal hereof shall be payable.

    


    Payment of
the principal of this Note, any premium and the interest due at maturity (or on
any redemption or repayment date), 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 upon
surrender of this Note at the office or agency of the Principal Paying Agent, as
defined on the reverse hereof, or at the office or agency of such other paying
agent as the Issuer may determine (each, a “Paying Agent,” which term shall
include the Principal Paying Agent). U.S. dollar payments of interest, other
than interest due at maturity or on any date of redemption or repayment, will be
made by United States 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 Interest Payment Date, the interest on
which is payable in U.S. dollars, shall be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Principal Paying Agent in
writing not less than 15 calendar days prior to the applicable Interest Payment
Date.

    


    If this
Note is denominated in a Specified Currency other than U.S. dollars, 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 interest, principal or
any premium with regard to this Note will be made by wire transfer of
immediately available funds to

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    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 Principal Paying Agent in writing, 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; 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 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 on the
reverse hereof) 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.

    


    If this
Note ceases to be held by a common depositary for Euroclear Bank S.A./N.V., as
operator of the Euroclear system, and Clearstream Banking, société anonyme, this Note
will be exchanged for one or more Notes of authorized denominations having an
aggregate principal amount equal to the principal amount of this Note, which new
Notes shall otherwise have the same terms as this Note; provided that the respective
rights and obligations of the Issuer and the holders of such new Notes shall be
the same in all material respects as the respective rights and obligations of
the Issuer and the holder of this Note. Such new Notes shall have stated
principal amounts and shall be registered in the names of the persons then
having a beneficial interest in this Note or in the names of their
nominees.

    


    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.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

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

     

    
       

      
        
          	 	 	 	
                  MORGAN
      STANLEY

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Dated:	 
      	 	
                  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

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    [FORM
OF REVERSE OF SECURITY]

    


    This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series
[G/H], having maturities more than nine months from the date of issue (the
“Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated
as of November 1, 2004, between the Issuer and The Bank of New York Mellon (as
successor Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
Bank)), as Trustee (the “Trustee,” which term includes any successor trustee
under the Senior Indenture) (as supplemented by a First Supplemental Senior
Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture
dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of
September 10, 2008 and a Fourth Supplemental Senior Indenture dated as of
December 1, 2008, as the same may be further amended or supplemented from time
to time, the “Senior Indenture”), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the Issuer, the Trustee
and holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal
corporate trust office in the Borough of Manhattan, The City of New York, as a
paying agent for the Notes in the United States and The Bank of New York Mellon,
London Branch, at its corporate trust office in London as the principal paying
agent for the Notes outside the United States (the “Principal Paying Agent,”
which term includes any additional or successor Principal Paying Agent appointed
by the Issuer). The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Senior Indenture. To the extent not inconsistent herewith, the
terms of the Senior Indenture are hereby incorporated by reference
herein.

    


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

    


    If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to “Annual Redemption Percentage
Reduction,” the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is principal amount hereof, together with interest
accrued and unpaid hereon to the date of redemption (except as provided below).
Notice of redemption shall be mailed to the 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 the authorized denominations
specified on the face hereof (provided that any remaining principal amount
hereof shall not be less than the minimum authorized denomination hereof) at the
option of the holder hereof at a price equal to 100% of the principal amount to
be repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below). For this Note to be repaid at the option
of the holder hereof, the Principal Paying Agent must receive at its office in
London, at least 15 but not more than 30 calendar days prior to the date of
repayment, (i) this Note with the form entitled “Option to Elect Repayment”
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the Financial Industry
Regulatory Authority, Inc. or a commercial bank or a trust company in the United
States, Western Europe or Japan setting forth the name of the holder of this
Note, the principal amount hereof, the certificate number of this Note or a
description of this Note’s tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled “Option
to Elect Repayment” duly completed, will be received by the Principal Paying
Agent not later than the fifth Business Day after the date of such

    


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    telegram, telex, facsimile transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Principal Paying Agent by such fifth
Business Day. Unless otherwise indicated on the face of this Note, exercise of
such repayment option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

    


    This Note
will bear interest at the rate determined in accordance with the applicable
provisions below by reference to the Base Rate specified on the face hereof
based on the Index Maturity, if any, specified on the face hereof (i) (A) plus
or minus the Spread, if any, specified on the face hereof and (B) for any period
on or after the Incremental Spread Commencement Date, if any, specified on the
face hereof, plus or minus the Incremental Spread, if any, specified on the face
hereof or (ii) multiplied by the Spread Multiplier, if any, specified on the
face hereof. Commencing with the Initial Interest Reset Date specified on the
face hereof, the rate at which interest on this Note is payable shall be reset
as of each Interest Reset Date specified on the face hereof (as used herein, the
term “Interest Reset Date” shall include the Initial Interest Reset Date). The
determination of the rate of interest at which this Note will be reset on any
Interest Reset Date shall be made on the Interest Determination Date (as defined
below) pertaining to such Interest Reset Date. The Interest Reset Dates will be
the Interest Reset Dates specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Interest Accrual Date to the
Initial Interest Reset Date specified on the face hereof will be the Initial
Interest Rate and (ii) unless otherwise specified on the face hereof, the
interest rate in effect for the ten calendar days immediately prior to maturity,
redemption or repayment will be that in effect on the tenth calendar day
preceding such maturity, redemption or repayment. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next succeeding day that is a Business Day, except
that if the Base Rate specified on the face hereof is LIBOR or EURIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day. 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 in London or (y) if
this Note is denominated in a Specified Currency other than U.S. dollars, euro
or Australian dollars, in the principal financial center of the country of the
Specified Currency, or (z) if this Note is denominated in Australian dollars, in
Sydney and (b) if this Note is denominated in euro, that is also a day on which
the Trans-European Automated Real-time Gross Settlement Express Transfer payment
system (“TARGET”), which utilizes a single shared platform and was launched on
November 19, 2007, is open for the settlement of payment in euro (a “TARGET
Settlement Day”).

    


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

    


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    Day that is at least two Business Days before the Interest Reset
Date for the applicable Note on which each base rate is
determinable.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

    


    (ii) If by 3:00 p.m., New York City time, on that Calculation Date the
rate is not yet published in either H.15(519) or the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, then the Calculation Agent shall determine the Commercial Paper Rate to be
the Money Market Yield of the arithmetic mean of the offered rates as of 11:00
a.m., New York City time, on that Interest Determination Date of three leading
dealers of U.S. dollar commercial paper in The City of New York, which may
include the initial dealer and its affiliates, selected by the Calculation Agent
(after consultation with the Issuer), for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is “Aa,” or the equivalent, from a nationally recognized statistical rating
agency.

    


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

    


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

    


    
      	
               
      Money
      Market Yield

            	
              =

            	
                       
      D x 360         
    

            	=    
        x	100
	
              
                360
      - (D x M)

              

            


    

    


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

    


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

    


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

    


    (i) If the
above rate does not appear, the Calculation Agent shall request the principal
Euro-zone office of each of four major banks in the Euro-zone interbank market,
as selected by the Calculation Agent (after consultation with the Issuer), to
provide the Calculation Agent with its offered rate for deposits in euros, at
approximately 11:00 a.m., Brussels time, on the Interest Determination Date, to
prime banks in the Euro-zone interbank market for the Index Maturity specified
on the face hereof commencing on the applicable Interest Reset Date, and in a
principal amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that time. If
at least two quotations are provided, EURIBOR shall be the arithmetic mean of
those quotations.

    


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

    


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

    


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

    


    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (ii) If the
above rate is not published in either H.15(519) or the H.15 Daily Update by 3:00
p.m., New York City time, on the Calculation Date, the Calculation Agent shall
determine the Prime Rate to be the

    


    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Page US PRIME 1, as defined below, as that
bank’s Prime Rate or base lending rate as in effect for that Interest
Determination Date.

    


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

    


    (iv) If the
banks selected are not quoting as described in (iii) above, the Prime Rate shall
remain the Prime Rate for the immediately preceding Interest Reset Period, or,
if there was no Interest Reset Period, the rate of interest payable shall be the
Initial Interest Rate.

    


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

    


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

    


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

    


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

    


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

    


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

    


    (v) if the
rate described in (iv) above is not so published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on the applicable Interest
Determination Date of the applicable Treasury Bills as published in the H.15
Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”; or

    


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

    


    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

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

    


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

    
      


      
        	
                Bond
      Equivalent Yield

              	
                =

              	
                      
           D x N      
           

              	
                x

              	
                100

              	 
      
	
                360
      - (D x M)

              	 
      


      

       

    

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

    


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

    


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

    

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Unless
otherwise indicated on the face hereof, interest payments on this Note shall be
the amount of interest accrued from and including the Interest Accrual Date or
from and including the last date to which interest has been paid or duly
provided for, to but excluding the Interest Payment Dates or Maturity Date (or
any earlier redemption or repayment date), as the case may be. Accrued interest
hereon for any period shall be the sum of the products obtained by multiplying
the interest factor calculated for each day in such period by the principal
amount hereof.

    


    Unless
otherwise specified on the face hereof, the interest factor for each such day
shall be computed by dividing the interest rate applicable to such day (i) by
360 if the Base Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds
Rate, Federal Funds (Open) Rate, Prime Rate or LIBOR (except if the Index
Currency is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the
Index Currency is pounds sterling; or (iii) by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred- thousandth of a percentage
point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in
or resulting from such calculation on this Note will be rounded to the nearest
cent, with one-half cent rounded upward. The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

    


    
      
        
        

      

      
        A-14

        
          

        

      

      
        
        

      

    

    


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

    


    This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which
is an authorized denomination set forth on the face hereof.

    


    The
Trustee has been appointed registrar for the Notes (the “Registrar,” which term
includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at either the
aforesaid New York office or the London office of the Registrar by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Registrar and duly executed by the
registered holder hereof in person or by the holder’s attorney duly authorized
in writing, and thereupon the Registrar shall issue in the name of the
transferee or transferees, in exchange herefor, a new Note or Notes having
identical terms and provisions and having a like aggregate principal amount in
authorized denominations, subject to the terms and conditions set forth herein;
provided, however, that the Registrar
will not be required (i) to register the transfer of or exchange any Note that
has been called for redemption in whole or in part, except the unredeemed
portion of Notes being redeemed in part, (ii) to register the transfer of or
exchange any Note if the holder thereof has exercised his right, if any, to
require the Issuer to repurchase such Note in whole or in part, except the
portion of such Note not required to be repurchased, or (iii) to register the
transfer of or exchange Notes to the extent and during the period so provided in
the Senior Indenture with respect to the redemption of Notes. Notes are
exchangeable at said offices for other Notes of other authorized denominations
of equal aggregate principal amount having identical terms and provisions. All
such registrations, exchanges and transfers of Notes will be free of 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.

    


    This Note
may be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption, if the Issuer determines
that, as a result of any change in or amendment to the laws (including a
holding, judgment or as ordered by a court of competent jurisdiction), or any
regulations or rulings promulgated thereunder, of the United States or of any
political subdivision or taxing authority thereof or therein affecting taxation,
or any change in official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment occurs, becomes
effective or, in the case of a change in official position, is announced on or
after the Initial Offering Date hereof, the Issuer has or will become obligated
to pay Additional Amounts, as defined below, with respect to this Note as
described below. Prior to the giving of any notice of redemption pursuant to
this paragraph, the Issuer shall deliver to the Trustee (i) a certificate
stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the
Issuer to so redeem have occurred, and (ii) an opinion of independent legal
counsel satisfactory to the Trustee to such effect based on such statement of
facts; provided that no
such notice of redemption shall be given earlier than 60 calendar days prior to
the earliest date on

    


    
      
        
        

      

      
        A-15

        
          

        

      

      
        
        

      

    

     

    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 such notice.

    


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

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                o 

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

              


      

    

    


    
      
        	
              	
                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

              


      

    

    


    
      
        
        

      

      
        A-16

        
          

        

      

      
        
        

      

    

     

    taxing authority of or in the United States as a precondition to
relief or exemption from the tax, assessment or other governmental
charge;

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                • 

              	
                any
      combination of the items listed
above.

              


      

    

    


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

    


    
      
        	
              	
                • 

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

              


      

    

    


    
      
        	
              	
                • 

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

              


      

    

    


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

    


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

    


    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

    


    
      
        
        

      

      
        A-17

        
          

        

      

      
        
        

      

    

     

    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 (as defined below) on the date of such
payment or, if the Market Exchange Rate is not available on such date, as of the
most recent practicable date; provided, however, that if the euro has
been substituted for such Specified Currency, the Issuer may at its option (or
shall, if so required by applicable law) without the consent of the holder of
this Note effect the payment of principal of, premium, if any, or interest on
any Note denominated in such Specified Currency in euro in lieu of such
Specified Currency in conformity with legally applicable measures taken pursuant
to, or by virtue of, the Treaty establishing the European Community, as amended.
Any payment made under such circumstances in U.S. dollars or euro where the
required payment is in an unavailable Specified Currency will not constitute an
Event of Default. If such Market Exchange Rate is not then available to the
Issuer or is not published for a particular Specified Currency, the Market
Exchange Rate will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent (as defined below) at approximately 11:00
a.m., New York City time, on the second Business Day preceding the date of such
payment from three recognized foreign exchange dealers (the “Exchange Dealers”)
for the purchase by the quoting Exchange Dealer of the Specified Currency for
U.S. dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of Notes and at
which the applicable Exchange Dealer commits to execute a contract. One of the
Exchange Dealers providing quotations may be the Exchange Rate Agent unless the
Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations are
not available, the Exchange Rate Agent shall determine the market exchange rate
at its sole discretion.

    


    The
“Exchange Rate Agent” shall be Morgan Stanley & Co. International Limited,
unless otherwise indicated on the face hereof.

    


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

    


    So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office
or agency for the payment of the principal of and premium, if any, and interest
on this Note as herein provided in the Borough of Manhattan, The City of New
York, and an office or agency in said Borough of Manhattan for the registration,
transfer and exchange as aforesaid of the Notes. If this Note is listed on the
London Stock Exchange plc and such exchange so requires, the Issuer shall
maintain a Paying Agent in London. If any European Union Directive on the
taxation of savings comes into force, the Issuer will, to the extent possible as
a matter of law, maintain a Paying Agent in a Member State of the European Union
that will not be obligated to withhold or deduct tax pursuant to any such
Directive or any law implementing or complying with, or introduced in order to
conform to, such Directive. The Issuer may designate other agencies for the
payment of said principal, premium and interest at such place or places outside
the United States (subject to applicable laws and regulations) as the Issuer may
decide. So long as there shall be such an agency, the Issuer shall keep the
Trustee advised of the names and locations of such agencies, if any are so
designated.

    


    With
respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent
for the 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

    


    
      
        
        

      

      
        A-18

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    As used
herein:

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        A-19

        
          

        

      

      
        
        

      

    

    
       

      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.

         

        _______________________

         

      

    

     

    
      
        
        

      

      
        A-20

        
          

        

      

      
        
        

      

    

    
       

      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
such person 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.


        

      

                          

       

      
        
          
          

        

        
          A-21

          
            

          

        

        
          
          

        

      

    

     

    
      
        OPTION TO ELECT
REPAYMENT

         

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

         

        
          	 
	 
	 


        

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

         

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

         

        
          	
                  Dated:

                	 	 	 	 
	 	 	 	
                  NOTICE:

                	
                  
                    The
      signature on this Option to Extend Maturity must correspond with the name
      as written upon the face of the Note in every particular, without
      alteration or enlargement or any change whatever.

                  

                	 


        

         

         

        A-22