EXHIBIT
4-x

     

    [FORM OF
FACE OF SECURITY]

     

    EURO FIXED
RATE SENIOR REGISTERED NOTE


     

    
      	
              REGISTERED

            	
              REGISTERED

            
	
              No.
      EFXRR

            	
              [PRINCIPAL
      AMOUNT]

            


    

     

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

     

    
      


       

      
        
          

        

      

    

    
      	
              (1)

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

            


    

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    


     

    MORGAN
STANLEY

    EURO
FIXED RATE SENIOR REGISTERED NOTE

    MEDIUM-TERM
NOTE, SERIES [G/H]

     

    
      	
              ORIGINAL ISSUE
      DATE:

            	
              INITIAL REDEMPTION
      DATE:

            	
              INTEREST
    RATE:

            	
              MATURITY
    DATE:

            
	
              INTEREST ACCRUAL
      DATE:

            	
              INITIAL REDEMPTION
      PERCENTAGE:

            	
              INTEREST PAYMENT
      DATE(S):

            	
              OPTIONAL REPAYMENT
      DATE(S):

            
	
              SPECIFIED
      CURRENCY:

            	
              ANNUAL REDEMPTION PERCENTAGE
      REDUCTION:

            	
              EUROCLEAR
    NO.:

            	
              MINIMUM
      DENOMINATIONS:

            
	
              EXCHANGE RATE
      AGENT:

              [Morgan Stanley & Co.
      International plc]

            	
              REDEMPTION NOTICE
      PERIOD:1

            	
              CLEARSTREAM
      NO.:

            	
              APPLICABILITY OF MODIFIED PAYMENT
      UPON ACCELERATION, REPAYMENT OR REDEMPTION:

            
	 
      	
              PRICE APPLICABLE UPON OPTIONAL
      REPAYMENT:2

            	
              COMMON
CODE:

            	
              If yes, state Issue
      Price:

            
	
              OTHER PROVISIONS3:

            	 
      	
              ISIN:

            	
              ORIGINAL YIELD TO
      MATURITY:

            


    

    


     

    Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value received, hereby promises to pay to
_______________________, or registered assignees, the principal sum of
____________, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date specified
above until but excluding the date the principal amount is paid or duly made
available for payment (except as provided below) weekly, monthly, quarterly,
semi-annually or annually in arrears on the Interest Payment Dates specified
above in each year commencing on the Interest Payment Date next succeeding the
Interest Accrual Date specified above, and at maturity (or on any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment
Date.

     

     

      
        

      

    

    
      1
Applicable if other than 30-60 calendar days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 calendar days
may be possible.

      
        2 Applies
if this Note has optional repayment and is issued with original issue
discount.  

      

      
        3 Specify
if this Note is subject to contingent payment and, if so, the manner of
calculating such payment.

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until but excluding the date the principal hereof has been paid or duly
made available for payment (except as provided below). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the date 15 calendar days prior to such Interest Payment Date
(whether or not a Business Day (as defined on the reverse of this Note)) (each
such date a “Record Date”); provided, however, that interest payable at maturity
(or on any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

     

    Payment of
the principal of this Note, any premium and the interest due at maturity (or on
any redemption or repayment date) will be made in immediately available funds
upon surrender of this Note at the office or agency of the Principal Paying
Agent, as defined on the reverse hereof, or at such other paying agency as the
Issuer may determine (each, a “Paying Agent,” which term shall include the
Principal Paying Agent). Payment of the principal of and premium, if any, and
interest on this Note will be made in the Specified Currency indicated above;
provided, however, that U.S. dollar payments of interest, other than interest
due at maturity or on any date of redemption or repayment, will be made by U.S.
dollar check mailed to the address of the person entitled thereto as such
address shall appear in the Note register. A holder of U.S. $10,000,000 or more
in aggregate principal amount of Notes having the same Interest Payment Date
will be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Principal Paying Agent in writing not less than 15 calendar days
prior to the applicable Interest Payment Date. If this Note is denominated in a
Specified Currency other than U.S. dollars, payments of interest hereon will be
made by wire transfer of immediately available funds to an account maintained by
the holder hereof with a bank located outside the United States, and in the case
the Specified Currency is euro, in a country for which the euro is the lawful
currency, if appropriate wire transfer instructions have been received by the
Principal Paying Agent in writing on or prior to the fifth business day after
the applicable Record Date. If such wire transfer instructions are not so
received, such interest payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register.

     

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

     

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

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

      
      

    

    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

            
	 
      


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    [FORM OF
REVERSE OF SECURITY]

    MEDIUM-TERM
NOTE, SERIES [G/H]

     

    This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series
[G/H], having maturities more than nine months from the date of issue (the
“Notes”) of the Issuer. The Notes are issuable under a Senior Indenture, dated
as of November 1, 2004, between the Issuer and The Bank of New York Mellon (as
successor Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
Bank)), as Trustee (the “Trustee,” which term includes any successor trustee
under the Senior Indenture), as supplemented by a First Supplemental Senior
Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture
dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of
September 10, 2008 and a Fourth Supplemental Senior Indenture dated as of
December 1, 2008 (as the same may be further amended or supplemented from time
to time, the “Senior Indenture”), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the Issuer, the Trustee
and holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A.), acting through its principal
corporate trust office in the Borough of Manhattan, The City of New York, as a
paying agent for the Notes in the United States and The Bank of New York Mellon,
London Branch (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). If the face hereof indicates that this Note is subject to
“Modified Payment upon Acceleration, Repayment or Redemption,” the amount of
principal payable upon redemption will be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount accrued from the Interest Accrual Date to the date of
redemption (expressed as a percentage of the aggregate principal amount), with
the amount of original issue discount accrued being calculated using a constant
yield method (as described below). Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption at their addresses as
the same shall appear on the Note register not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation
hereof.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount accrued from the Interest Accrual Date to the date of
repayment (expressed as a percentage of the aggregate principal amount), with
the amount of original issue discount accrued being calculated using a constant
yield method (as described below). For this Note to be repaid at the option of
the holder hereof, the Principal Paying Agent must receive at its office in
London, at least 15 but not more than 30 calendar days prior to the date of
repayment, (i) this Note with the form entitled “Option to Elect Repayment”
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the Financial Industry
Regulatory Authority, Inc. or a commercial bank or a trust company in the United
States, Western Europe or Japan setting forth the name of the holder of this
Note, the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled “Option
to Elect Repayment” duly completed, will be received by the Principal Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Principal Paying Agent by such fifth Business
Day. Unless otherwise indicated on the face of this Note, exercise of such
repayment option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

     

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

     

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

     

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

     

    This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which
is an integral multiple of 1,000 units of the Specified Currency set forth on
the face hereof.

     

    The
Trustee has been appointed registrar for the Notes (the “Registrar,” which term
includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York, a register for the
registration and transfer of Notes. This Note may be transferred at either the
aforesaid New York office or at the London office of the Registrar by
surrendering this Note for cancellation, accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Registrar and duly executed
by the registered holder hereof in person or by the 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


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    of other
authorized denominations of equal aggregate principal amount having identical
terms and provisions. All such registrations, exchanges and transfers of Notes
will be free of service charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Registrar and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing. The date of registration of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest
results from such exchange or transfer.

     

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

     

    This Note
may be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a Notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption (except that if this Note is
subject to “Modified Payment upon Acceleration, Repayment or Redemption,” such
redemption price would be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue
discount accrued from the Interest Accrual Date to the date of redemption
(expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield
method (as described below)), 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 Original Issue
Date hereof, the Issuer has or will become obligated to pay Additional Amounts,
as defined below, with respect to this Note as described below. Prior to the
giving of any Notice of redemption pursuant to this paragraph, the Issuer shall
deliver to the Trustee (i) a certificate stating that the Issuer is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer to so redeem have occurred, and
(ii) an opinion of independent legal counsel satisfactory to the Trustee to such
effect based on such statement of facts; provided that no such Notice of
redemption shall be given earlier than 60 calendar days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Amounts if a
payment in respect of this Note were then due.

     

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

     

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

     

    
      	
               
      

            	
              ·

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

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              o

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

            


    

     

    
      	
               
      

            	
              o

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

     

    
      
        
        

      

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

     

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

     

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

     

    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 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    payment of
interest thereon, or reduce any amount payable on redemption thereof, or change
the currency of payment thereof, or modify or amend the provisions for
conversion of any currency into any other currency, or reduce the amount of any
original issue discount security payable upon acceleration or provable in
bankruptcy, or modify or amend the provisions for conversion or exchange of the
debt security for securities of the Issuer or other entities or for other
property or the cash value of the property (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or alter certain
provisions of the Senior Indenture relating to debt securities not denominated
in U.S. dollars 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 (as defined
below) unless the Exchange Rate Agent is an affiliate of the Issuer. If those
bid quotations are not available, the Exchange Rate Agent shall determine the
market exchange rate at its sole discretion.

     

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

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

    No
recourse shall be had for the payment of the principal of, premium, if any, or
the interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

     

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

     

    As used
herein:

     

    (a) the
term “Business Day” means any day, other than a Saturday or Sunday, (i) that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close (x) in The City of New York or London
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, euro or Australian dollars, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (ii) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system (“TARGET”), which utilizes a single shared
platform and was launched on November 19, 2007, is open for the settlement of
payment in euro (a “TARGET Settlement Day”);

     

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

     

    (c) the
term “Notices” refers to notices to the holders of the Notes at each holder's
address as that address appears in the register for the Notes by first class
mail, postage prepaid, and to be given by publication in an authorized newspaper
in the English language and of general circulation in the Borough of Manhattan,
The City of New York, and London or, if publication in London is not practical,
in an English language newspaper with general circulation in Western Europe;
provided that notice may be made, at the option of the Issuer, through the
customary notice provisions of the clearing system or systems through which
beneficial interests in this Note are owned. Such Notices will be deemed to have
been given on the date of such publication (or other transmission, as
applicable), or if published in such newspapers on different dates, on the date
of the first such publication;

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    TEN COM -
as tenants in common

    TEN ENT -
as tenants by the entireties

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

     

    
      	
              UNIF
      GIFT MIN ACT  

            	
                -  

            	 
      	
               
      Custodian  

            	 
      	 
	 
      	 	
              (Minor)

            	 
      	
              (Cust)

            	 


    

    
       

      
        	
                Under
      Uniform Gifts to Minors Act    

              	 
      	 
	 
      	
                (State)

              	 


      

       

    

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

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
               

            	 
      
	
              [PLEASE
      INSERT SOCIAL SECURITY OR OTHER

            	 
      
	
              IDENTIFYING
      NUMBER OF ASSIGNEE]

            	 
      


    

     

    
      
        

      

    

     

    
      
 

    
      

    

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

     

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

     

    Dated:
_____________________________

     

    
      	
              NOTICE:

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

            


    

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    OPTION TO
ELECT REPAYMENT

     

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

     

    
      
        
          

        

      

       

      
        
 

      
        

      

    

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

     

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

     

    
      	
              Dated:

            	
               

            	 
      	
               

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

            	 


    

    


     

    


     


      15