EXHIBIT
4-u

    
       

      [FORM
OF FACE OF SECURITY]

       

      TEMPORARY
GLOBAL FIXED RATE SENIOR BEARER NOTE

       

      
        	
                BEARER

              	
                BEARER

              
	
                No.
      TGFXR

              	 
      


      

       

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

       

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

       

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

       

      


      

        

      

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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      MORGAN
STANLEY

      TEMPORARY
GLOBAL FIXED RATE SENIOR BEARER NOTE

      GLOBAL-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:2

              	 	
                CLEARSTREAM
      NO.:

              	 	
                APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR
      REDEMPTION:

              
	 	 	 	 	 	 	 
	
                INITIAL
      OFFERING DATE:

              	 	
                EXCHANGE
      FOR REGISTERED NOTES:  [NO]3

              	 	
                COMMON
      CODE:

              	 	
                If
      yes, state Issue Price:

              
	 	 	 	 	 	 	 
	
                NEW
      GLOBAL NOTE (“NGN”):

                [YES/NO]4

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

                [YES]4

              	 	
                ISIN:

              	 	
                ORIGINAL
      YIELD TO MATURITY:

              
	
                OTHER
      PROVISIONS:

              	 	 
      	 	 
      	 	 
      


      

       

       

      

      
        2
Applicable if other than 30-60 calendar days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 calendar days
may be possible.

      

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

      

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

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay to bearer, upon surrender hereof, the principal
amount specified in Schedule A hereto, or, if this Note is intended to be an
NGN, the aggregate principal amount from time to time entered in the records of
both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together,
the “Relevant Clearing
Systems”), on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon, 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
fifteen calendar days or less prior to the first Interest Payment Date occurring
after the Interest Accrual Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date.  If this
Note is intended to be an NGN, the records of the Relevant Clearing Systems
(which, in this Note, means the records that each Relevant Clearing System holds
for its customers to reflect the amount of such customer’s interests in this
Note) shall be conclusive evidence of the aggregate principal amount of this
Note and, for these purposes, a statement issued by a Relevant Clearing System
(which statement shall be made to the Issuer, to the Trustee, to the Principal
Paying Agent or to the bearer of this Note on request) stating the aggregate
principal amount of this Note shall be conclusive of the records of the Relevant
Clearing Systems at that time.

       

      Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until but excluding the date the principal amount hereof has been paid or
duly made available for payment.  Upon any payment of interest on this
Note, the Principal Paying Agent (as defined below) shall, (i) if this Note is
not intended to be an NGN, cause Schedule A of this Note to be endorsed to
reflect such payment, or, (ii) if this Note is intended to be an NGN, cause the
payment to be entered pro rata in the records of the Relevant Clearing
Systems.  No payment on this Note will be made at any office or agency
of the Issuer in the United States or by check mailed to an address in the U.S.
(as defined below) or by wire transfer to an account maintained by the holder of
this Note with a bank in the United States except as may be permitted under
United States federal tax laws and regulations then in effect without adverse
tax consequences to the Issuer.  Notwithstanding the foregoing, in the
event that payment in U.S. dollars of the full amount payable on this Note at
the offices of all paying agents would be illegal or effectively precluded as a
result of exchange controls or similar restrictions, payment on this Note will
be made by a paying agency in the United States, if such paying agency, under
applicable law and regulations, would be able to make such
payment.  Notwithstanding any other provision of this Note, no payment
of principal or interest shall be made on any portion of this Note unless there
shall have been delivered to the Principal Paying Agent a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note with respect to which such principal or interest is to be
paid.  Such certificate shall have been delivered to the Principal
Paying Agent by Euroclear Bank S.A./N.V., as operator of the Euroclear System
(“Euroclear”),
Clearstream Banking, société
anonyme (“Clearstream,
Luxembourg”), and/or any other relevant clearing system (including
Euroclear France) as the case may be, and shall be based on a certificate
substantially in the form of Exhibit B hereto provided to Euroclear,
Clearstream, Luxembourg and/or any other relevant clearing system, as the case
may be, by those of its account holders who are to receive such payment of
principal or interest.

       

      This Note
is issued in temporary global bearer form and represents all or a portion of a
duly authorized issue of Senior Global Medium-Term Notes, Series [G/H] (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 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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered.  The Issuer has
appointed The Bank of New York Mellon, London Branch (as successor to JPMorgan
Chase Bank, N.A., London Branch), as its principal paying agent for the Notes
(the “Principal Paying
Agent,” which term includes any additional or successor Principal Paying
Agent appointed by the Issuer).

       

      Except as
otherwise provided herein, this Note is governed by the terms and conditions of
the Permanent Global Fixed Rate Senior Bearer Note (the “Permanent Global Bearer Note”)
to be issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be
binding on the Issuer and the holder hereof as if fully set forth
herein.  The form of the Permanent Global Bearer Note is attached
hereto.

       

      This Note
is exchangeable in whole or from time to time in part on or after the Exchange
Date (as defined below) for an interest (equal to the principal amount of the
portion of this Note being exchanged, and, if this Note is intended to be an
NGN, recorded in the records of the Relevant Clearing Systems) in a single
Permanent Global Bearer Note upon the request of Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system, acting on behalf of the
owner of a beneficial interest in this Note, to the Principal Paying Agent upon
delivery to the Principal Paying Agent of a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note to be
exchanged.  Such certificate shall have been delivered to the
Principal Paying Agent by Euroclear, Clearstream, Luxembourg and/or any other
relevant clearing system, as the case may be, and shall be based on a
certificate substantially in the form of Exhibit B hereto provided
to  Euroclear, Clearstream, Luxembourg and/or any other relevant
clearing system, as the case may be, by those of its account holders having an
interest in the portion hereof to be exchanged.  Notwithstanding the
foregoing, if this Note is subject to a tax redemption as described on the
reverse of the Permanent Global Bearer Note attached hereto, interests in this
Note may be exchanged for interests in a Permanent Global Bearer Note on and
after such redemption date as if such redemption date had been the Exchange
Date, subject to receipt of the certificates described in the preceding
sentence.  Upon exchange of any portion of this Note for an interest
in a Permanent Global Bearer Note, the Principal Paying Agent shall, (i) if this
Note is not intended to be an NGN, cause Schedule A of this Note to be endorsed
to reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount being so exchanged, or, (ii) if this Note is intended
to be an NGN, cause the details of such exchange to be entered in the records of
the Relevant Clearing Systems.  Except as otherwise provided herein,
until exchanged for a Permanent Global Bearer Note, this Note shall in all
respects be entitled to the same benefits under the Senior Indenture as a duly
authenticated and delivered Permanent Global Bearer Note.

       

      As used
herein:

       

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

       

      (b)           the
term “Exchange Date”
means the date that is 40 calendar days after the date on which the Issuer
receives the proceeds of the sale of this Note (the “Closing Date”), provided that if an interest
represented by this Note is held by Morgan Stanley & Co. International plc,
or any other manager participating in the distribution of the tranche of Notes
of which this Note forms a part, as part of an unsold allotment or subscription
more than 40 calendar days after the Closing Date for this Note, the
Exchange

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Date with
respect to such interest shall be the day after the date such interest is sold
by Morgan Stanley & Co. International plc or such other manager, all as
determined and notified to the Trustee by Morgan Stanley & Co. International
plc or if Morgan Stanley & Co. International plc did not participate in the
distribution of such tranche, by the Issuer.

       

      (c)           the
term “United States”
means the United States of America (including the States and the District of
Columbia); and its “possessions” include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

       

      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.

       

      Unless the
certificate of authentication hereon has been executed by the Trustee by manual
signature, and, if this Note is intended to be an NGN and will not be physically
delivered to the entity appointed as common safe-keeper by the Relevant Clearing
Systems (the “CSK”),
unless this Note has been effectuated by the CSK, this Note shall not be
entitled to any benefit under the Senior Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          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

                	 


        

         



       

       

      EFFECTUATION
BY COMMON5

                 SAFE-KEEPER

      


      This Note
is effectuated.

      


      [COMMON
SAFE-KEEPER]

      
         

        
          	
                  By:  
      

                	 
      	 
	 	
                  Authorized
      Signatory

                	 


        

         

      

      

        

      

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

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  [Not
      Applicable]6

                	
                        SCHEDULE
      A7

                


        

         

         

      

      SCHEDULE
OF EXCHANGES

       

      The
Initial Principal Amount of this Note is ______________.  The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:

       

      
        	
                
                   

                  Date
      of Exchange or Interest Payment

                

              	 	
                
                   

                  Payment
      of Interest

                

              	 	
                
                  Principal
      Amount Exchanged for Permanent Global Bearer Note

                

              	 	
                
                  Remaining
      Principal Amount Outstanding Following Such Exchange

                

              	 	
                
                  Notation
      Made by or on Behalf of Principal Paying Agent

                

              
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


      

      


      

        

      

      
        6 If
Schedule A is not applicable, include “Not Applicable” and remove remainder of
Schedule A

      

      
        7
Applicable if this Temporary Global Fixed Rate Senior Bearer Note is not
intended to be an NGN

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
A

       

      [FORM
OF CERTIFICATE TO BE GIVEN BY

      EUROCLEAR,
CLEARSTREAM, LUXEMBOURG

      AND/OR
ANY OTHER RELEVANT CLEARING SYSTEM]

       

      CERTIFICATE

       

      
        
          
            

          



        Morgan
Stanley

        Global
Medium-Term Notes, Series [G/H]

      

       

      Represented
by Temporary Global Fixed Rate Senior Bearer Note No. __

       

      This is to
certify that, based solely on certifications we have received in writing, by
tested telex or by electronic transmission from member organizations appearing
in our records as persons being entitled to a portion of the principal amount
set forth below (our “Member
Organizations”) substantially to the effect set forth in Appendix 2 to
Exhibit B to the Euro Distribution Agreement relating to such Notes, as of the
date hereof, __________ principal amount of the above-captioned Securities (i)
is owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate the income of which is subject to U.S. federal income
taxation regardless of its source or a trust if both (a) a court within the
United States is able to exercise primary supervision over the administration of
the trust and (b) one or more United States persons have the authority to
control all substantial decisions of the trust (“United States persons”), (ii)
is owned by United States persons that are (a) foreign branches of United States
financial institutions (as defined in the applicable U.S. Treasury regulations)
(“financial
institutions”) purchasing for their own account or for resale, or (b)
United States persons who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or the Issuer’s agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the U.S. Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined in
the applicable U.S. Treasury regulations), and such United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its
possessions.  Any such certification by electronic transmission
satisfies the requirements set forth in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(ii).  We will retain all certifications
from our Member Organizations for the period specified in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(i).

       

      As used
herein, “United States”
means the United States of America (including the States and the District of
Columbia); and its “possessions” include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

       

      We further
certify (i) that we are not making available herewith for exchange (or, if
relevant, seeking to collect principal or interest with respect to) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and (ii)
that as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith (or,
if

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      relevant,
with respect to which principal or interest is being requested) are no longer
true and cannot be relied upon as of the date hereof.

       

      We
understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      


      Dated:  _______________,
20__

      [To be
dated no earlier than

      [insert
date of Interest Payment Date prior to Exchange Date]

      [insert
date of Redemption Date prior to Exchange Date]

      [insert
Exchange Date]]

       

      
        
          	 	
                  [EUROCLEAR
      BANK S.A./N.V., as Operator of the Euroclear System]

                	 
	 	 	 
	 	
                  [CLEARSTREAM
      BANKING, SOCIÉTÉ ANONYME]

                	 
	 	 	 
	 	
                  [OTHER]

                	 
	 	 	 
	 	 	 
	 	
                  By:   

                	 
      	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


        

         

      

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
B

       

      [FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

      HOLDER
OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG

      AND/OR
ANY OTHER RELEVANT CLEARING SYSTEM]

       

      CERTIFICATE

       

      
        
          

        

         

        Morgan
Stanley

      

      Global
Medium-Term Notes, Series [G/H]

       

      Represented
by Temporary Global Fixed Rate Senior Bearer Note No. __

       

      This is to
certify that as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any other entity created or organized in
or under the laws of the United States or any political subdivision thereof, an
estate the income of which is subject to United States Federal income taxation
regardless of its source, or a trust if both (a) a court within the United
States is able to exercise primary supervision over the administration of the
trust and (b) one or more United States persons have the authority to control
all substantial decisions of the trust (“United States persons”), (ii)
is owned by United States persons that are (a) foreign branches of United States
financial institutions (as defined in the applicable U.S. Treasury regulations)
(“financial
institutions”) purchasing for their own account or for resale, or (b)
United States persons who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise the Issuer or the Issuer’s
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in the applicable U.S. Treasury regulations), and in addition if the owner of
the Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

       

      As used
herein, “United States”
means the United States of America (including the States and the District of
Columbia); and its “possessions” include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

       

      We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held by
you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

       

      This
certification excepts and does not relate to [U.S. $]___________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange for and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.

       

      We
understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Dated:  _______________,
20__

      [To be
dated no earlier than the 10th day before

      [insert
date of Interest Payment Date prior to Exchange Date]

      [insert
date of Redemption Date prior to Exchange Date]

      [insert
Exchange Date]]

      


       

      
        	 	
                [NAME
      OF ACCOUNT HOLDER]

              	 
	 	 	 
	 	 	 
	 	
                By:   

              	 
      	 
	 	 	
                (Authorized
      Signatory)

              	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

      


      


      
        5