EXHIBIT
4-l

       

      [FORM OF
FACE OF SECURITY]

      SENIOR
VARIABLE RATE RENEWABLE NOTE

       

      
        	
                REGISTERED

                No.
      SRVRR

              	
                REGISTERED

                CUSIP:

                [PRINCIPAL
      AMOUNT],

                as
      modified by Schedule I

              


      

      


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

       

       

       

      __________________

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      MORGAN
STANLEY

      SENIOR
VARIABLE RATE RENEWABLE NOTE

      SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

       

      
        	
                BASE
      RATE:

              	
                ORIGINAL
      ISSUE DATE:

              	
                INITIAL
      MATURITY DATE:

              
	 
      	 
      	
                FINAL
      MATURITY DATE:

              
	 
      	 
      	
                MATURITY
      EXTENSION DATES:

              
	
                INDEX
      MATURITY:

              	
                INTEREST
      ACCRUAL DATE:

              	
                INTEREST
      PAYMENT DATE(S):

              
	
                SPREAD
      (PLUS OR MINUS):

              	
                INITIAL
      INTEREST RATE:

              	
                INTEREST
      PAYMENT PERIOD:

              
	
                SPREAD
      MULTIPLIER:

              	
                INITIAL
      INTEREST RESET DATE:

              	
                INTEREST
      RESET PERIOD:

              
	
                REPORTING
      SERVICE:

              	
                MAXIMUM
      INTEREST RATE:

              	
                INTEREST
      RESET DATE(S):

              
	 
      	
                MINIMUM
      INTEREST RATE:

              	
                CALCULATION
      AGENT:

              
	
                INDEX
      CURRENCY:

              	
                INITIAL
      REDEMPTION DATE:

              	
                SPECIFIED
      CURRENCY:

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

              	
                INITIAL
      REDEMPTION PERCENTAGE:

              	
                IF
      SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN
      U.S. DOLLARS: [ YES]2

              
	 
      	 
      	 
      
	
                INCREMENTAL
      SPREAD COMMENCEMENT DATE:

              	
                ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

              	
                DESIGNATED
      CMT REUTERS PAGE:

              
	
                ELECTION
      DATES:

              	 
      	 
      
	
                INCREMENTAL
      SPREAD (PLUS OR MINUS):

              	 
      	
                TAX
      REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]3

              
	
                REDEMPTION
      DATES:

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

              
	
                REDEMPTION
      PERCENTAGE:

              	 
      	 
      
	
                SPECIFIED
      CURRENCY:

              	
                OPTIONAL
      REPAYMENT DATE(S):

              	
                DESIGNATED
      CMT MATURITY INDEX:

              
	 
      	
                REDEMPTION
      NOTICE PERIOD:4

              	
                OTHER
      PROVISIONS:

              


      

      


       

      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 specified in Schedule I hereto on the
Initial Maturity Date specified above 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 below to an Extended Maturity Date, as defined below, on
such Extended Maturity Date (except to the extent such portion is redeemed prior
to such 

       

      _____________________________

      
        2 Applies
if this is a Registered Global Security, unless arrangements are made with DTC
outside of existing Letters of Representations, as has been the case in the
past.  

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


        

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

        

      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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 (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 date; provided, however, 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 redemption date would fall on a day that is not a Business Day,
as defined on the reverse hereof, such Interest Payment Date, Maturity Date or
redemption 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 or
redemption date shall be the immediately preceding day that is a Business Day.
As used herein, “Extended Maturity Date” means the Maturity Extension Date (as
specified above) occurring in the month twelve months after the most recent
Election Date on which the maturity of this Note has been extended pursuant to
the provisions set forth below.

       

      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 (a) the principal hereof has been paid or duly made available
for payment or (b) 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 any redemption date) shall be payable to the person to whom the
principal hereof shall be payable.

       

      On each
Election Date, the maturity of this Note shall be extended to the Maturity
Extension Date occurring in the month twelve months following such Election
Date, unless, in any such case, the holder hereof elects to terminate the
automatic extension of the maturity hereof or of any portion hereof having a
principal amount of $1,000 or any larger multiple of $1,000 in excess thereof by
delivering to the Trustee at least 15 but not more than 30 calendar


       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

       

      days prior
to the applicable Election Date (i) this Note with the form entitled “Option to
Elect Termination of Automatic Extension” 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 of America 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 termination of automatic extension is being
exercised thereby, the principal amount hereof with respect to which such option
is being exercised and a guarantee that this Note with the form entitled “Option
to Elect Termination of Automatic Extension” below duly completed will be
received by the Trustee 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
and such form duly completed are received by the Trustee 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 $1,000 or any larger amount that is an integral
multiple of $1,000. The exercise of such option may be withdrawn before or after
the applicable Election Date by giving written notice to such effect to the
Paying Agent not less than 16 calendar days prior to such Election Date (or if
such sixteenth day is not a Business Day, on the immediately preceding Business
Day).  If the option to terminate the automatic extension of the
maturity of any portion hereof is exercised and not withdrawn prior to the
applicable Election Date in accordance with such procedures, a new Note or Notes
in the form attached hereto as Exhibit A (each, a “Short-Term Note”) for the
principal amount hereof for which such option was exercised and not withdrawn
having as its or their “Maturity Date” (as such term is used in each such
Short-Term Note) the Maturity Extension Date occurring in the month twelve
months after such Election Date shall be issued on such Election Date in the
name of the holder hereof and Schedule I hereto shall be annotated as of such
Election Date to reflect the corresponding decrease in the principal amount
hereof. If any exercise of the option to terminate the automatic extension of
the maturity hereof causes the principal amount of this Note to be reduced to
zero, this Note shall nevertheless not be canceled until the date on which all
outstanding Short-Term Notes issued in exchange for this Note shall have been
paid in full.

       

      Notwithstanding
the foregoing, the maturity of this Note shall not be extended beyond the Final
Maturity Date specified above.

       

      If the
holder of any Short-Term Note elects to exchange all or a portion of such
Short-Term Note for an interest in this Note in accordance with the terms of
such Short-Term Note, Schedule I hereto shall be annotated on the date of such
exchange to reflect the corresponding increase in the principal amount
hereof.

       

      Payment of
the principal of and premium, if any, and the interest on this Note due at
maturity (or any redemption 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 Trustee, as defined on the
reverse hereof, maintained for that purpose in the Borough of Manhattan, The
City of New York, or at the office or agency of such other paying agent as the
Issuer may 

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      determine
in U.S. dollars. U.S. dollar payments of interest, other than interest due at
maturity or any date of redemption, 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, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the
Trustee 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 an account maintained by the holder hereof with a
bank located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent (as defined on the reverse of this Note)
in writing [not less than 15 calendar days prior to the applicable payment
date]5, [, 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]6; 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, 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 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 date, for payments of principal, as the case
may be.

      
        
           

           

          ________________________________________________

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

        

        
          6 Applies
only for a Registered Global Security.

        

      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
         

        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 The Depository Trust Company or its successor or the
nominee of The Depository Trust Company or its successor, 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 termination of
the automatic 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.

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
         

      

      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


      

       

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      [FORM OF
REVERSE OF SECURITY]

      SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

       

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

       

      Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and, unless otherwise provided on the face hereof in accordance
with the provisions of the following paragraph, will not be redeemable 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 Redemption Dates 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. 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 180 nor
more than 210 calendar days prior to the date fixed for redemption, 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.

       

      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 

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      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. 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 (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


       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      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 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 

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      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.
Incorporated.

         

      

      (iii)           If
the dealers selected by the Calculation Agent are not quoting as set forth in
(ii) above, the CD Rate for that Interest Determination Date 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.”

       

      (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 set forth
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.

       

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

      

       

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

       

      

       

      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.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
         

        “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
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 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 set forth
above, the Federal Funds Rate for 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 

              


      

       

      
         

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                     
      

                  	
                     

                  	
                    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.

              


      

       

      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 

       

      
         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

      

       

      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 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 

       

      
         

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

      

       

      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)           if
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 

       

      
         

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

      

       

      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

       

      (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:

       

      

       

      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 

       

      
         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

      

       

      Treasury
Constant Maturities rate for the Designated CMT Maturity Index as published in
the relevant H.15(519).

       

      (ii)           If
the rate as 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 set forth 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.

       

      (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 for that Interest Determination Date 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.

       

      
         

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

      

       

      (vi)           If
fewer than three Reference Dealers selected by the Calculation Agent are quoting
as described in (iv) 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 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 an exercise of the option to terminate the
automatic extension of the maturity hereof shall be effective on and as of the
Election Date corresponding to the exercise of such option, and any increase in
the principal amount hereof shall be effective on and as of the Interest Payment
Date immediately preceding the date of such increase. 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 

       

      
         

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

      

       

      hundred-thousandth
of a percentage point (with .000005% being 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. All Japanese Yen
amounts used in or resulting from such calculations will be rounded downwards to
the next lower whole Japanese Yen amount. All amounts denominated in any other
currency used in or resulting from such calculations will be rounded to the
nearest two decimal places in such currency, with .005 being rounded up to .01.
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, unless otherwise stated above,
is issuable only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher minimum denomination is
required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of
such Specified Currency), or an amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined by reference
to the noon dollar buying rate in The City of New York for cable transfers of
such Specified Currency published by the Federal Reserve Bank of New
York (the “Market Exchange Rate”) on the Business Day immediately preceding the
date of issuance.

       

      
        The
Trustee has been appointed registrar for the Notes (the “Registrar,” which term
includes any successor registrar appointed by the Issuer), and the Registrar
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Registrar by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
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 office for other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such registrations,
exchanges and 

         

        
           

           

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

           

        

         

        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 Registrar and executed by the
registered holder in person or by the holder’s attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.

         

      

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

       

      The Senior
Indenture provides that (a) if an Event of Default (as defined in the Senior
Indenture) due to the default in payment of principal of or premium, if any, or
interest on, any series of debt securities issued under the Senior Indenture,
including the series of 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.

       

      If the
face hereof indicates that this Note is subject to “Tax Redemption and Payment
of Additional Amounts,” this Note may be redeemed, as a whole, at the option of
the Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a 

       

      
         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

      

       

       

      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 which the Issuer would be obligated
to pay such Additional Amounts if a payment in respect of this Note were then
due.

       

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

       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                o

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

              


      

       

      
         

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

         

      

      
        present in
the United States or having, or having had, a permanent establishment in the
United States; or

         

      

      
        	
                 
      

              	
                o

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      combination of the items listed
above.

              


      

       

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

       

      
         

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

      

       

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

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

       

      The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of the debt securities of
all series issued under the Senior Indenture then outstanding and affected
(voting as one class), to execute supplemental indentures adding any provisions
to or changing in any manner the rights of the holders of each series so
affected; provided that the Issuer and the Trustee may not, without the consent
of the holder of each outstanding debt security affected thereby, (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
payment thereof, or reduce the amount of any original issue discount security
payable upon acceleration or provable in bankruptcy, or modify or amend the
provisions for conversion of any currency into any other currency, or modify or
amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities or for other property or the cash
value of the property (other than as provided in the antidilution provisions or
other similar adjustment provisions of the debt securities or otherwise in
accordance with the terms thereof), or alter certain provisions of the Senior
Indenture relating to debt securities not denominated in U.S. dollars or impair
or affect the rights of any holder to institute suit for the payment thereof or
(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 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 

       

      
         

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

      

       

      has been
substituted for such Specified Currency, the Issuer may at its option (or shall,
if so required by applicable law) without the consent of the holder of this Note
effect the payment of principal of, premium, if any, or interest on any Note
denominated in such Specified Currency in euro in lieu of such Specified
Currency in conformity with legally applicable measures taken pursuant to, or by
virtue of, the Treaty establishing the European Community, as amended. Any
payment made under such circumstances in U.S. dollars or euro where the required
payment is in an unavailable Specified Currency will not constitute an Event of
Default. If such Market Exchange Rate is not then available to the Issuer or is
not published for a particular Specified Currency, the Market Exchange Rate will
be based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the date of such payment from three recognized
foreign exchange dealers (the “Exchange Dealers”) for the purchase by the
quoting Exchange Dealer of the Specified Currency for U.S. dollars for
settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which the
applicable Exchange Dealer commits to execute a contract. One of the Exchange
Dealers providing quotations may be the Exchange Rate Agent (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. Incorporated, 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. The Issuer may designate other
agencies for the payment of said principal, premium and interest at such place
or places (subject to applicable laws and regulations) as the Issuer may decide.
So long as there shall be such an agency, the Issuer shall keep the Trustee
advised of the names and locations of such agencies, if any are so designated.
If any European Union Directive on the taxation
of savings comes into force, the Issuer will, to the extent possible as a matter
of law, maintain a Paying Agent in a Member State of the European Union that
will not be obligated to withhold or deduct tax pursuant to any such Directive
or any law implementing or complying with, or introduced in order to conform to,
such Directive.

       

      With
respect to moneys paid by the Issuer and held by the Trustee 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 shall notify the holders of such Notes
that such moneys shall be repaid to the Issuer and any person claiming such
moneys shall 

       

      
         

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

      

       

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

       

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

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      
        
           

          
            
              
                 

                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.

                 

                _______________________

                 



               

              
                
                  
                  

                

                
                  27

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                 

                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.

                        

 

                
                  
                    
                    

                  

                  
                    28

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

              

            

          

        

      

       

      OPTION TO
ELECT TERMINATION OF AUTOMATIC EXTENSION

       

      The
undersigned hereby elects to terminate the automatic extension of the maturity
of the within Note (or the portion thereof specified below) with the effect
provided in the within Note by surrendering the within Note to the Trustee at
The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), 101
Barclay Street, New York, New York 10286, Attention: Corporate Finance, or such
other address of which the Issuer shall from time to time notify the holders of
the Notes, together with this form of “Option to Elect Termination of Automatic
Extension” duly completed by the holder of the within Note.

       

      If the
automatic extension of the maturity of less than the entire principal amount of
the within Note is to be terminated, specify the portion thereof (which shall be
$1,000 or an integral multiple of $1,000 in excess thereof) as to which the
holder elects to terminate the automatic extension of the maturity $______; and
specify the denomination or denominations (which shall be $1,000 or an integral
multiple of $1,000 in excess thereof) of the Notes in the form attached to the
within Note as Exhibit A to be issued to the holder for the portion of the
within Note as to which the automatic extension of maturity is being terminated
(in the absence of any such specification one such Note will be issued for the
portion as to which the automatic extension of maturity is being terminated)
$______.

       

      
        	
                Dated:

              	 
      	 
      	 
      
	 
      	 
      	
                NOTICE:
      The signature on this Option to Elect Termination of Automatic Extension
      must correspond with the name as written upon the face of the within Note
      in every particular, without alteration or enlargement or any change
      whatever.

              


      

       

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      
 

      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:

       

      
        	
                
                  Date
      of Exchange

                

              	
                
                  Principal
      Amount Exchanged For Short-Term Note

                

              	
                
                  Reduced
      Principal Amount Outstanding Following Such Exchange

                

              	
                
                  Principal
      Amount of Short-Term Note Exchanged For Interest in this
      Note

                

              	
                
                  Increased
      Principal Amount Outstanding Following Such Exchange

                

              	
                
                  Notation
      Made by or on Behalf of Trustee

                

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT A
TO SENIOR VARIABLE RATE RENEWABLE NOTE

       

      [FORM OF
FACE OF SECURITY]

       

      


       

      
        	
                REGISTERED

                No.
      SRVRR

              	
                REGISTERED

                CUSIP:

                U.S.
      $___________________

              


      

      


       

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

       

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

       

      MORGAN
STANLEY

      SENIOR
VARIABLE RATE RENEWABLE NOTE

      SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

       

      
        	
                BASE
      RATE:

              	
                ORIGINAL
      ISSUE DATE:

              	
                MATURITY
      DATE:

              
	
                REPORTING
      SERVICE:

              	
                INITIAL
      INTEREST RATE:

              	
                INTEREST
      PAYMENT DATE(S):

              
	
                INDEX
      MATURITY:

              	
                MAXIMUM
      INTEREST RATE:

              	
                INTEREST
      PAYMENT PERIOD:

              
	
                SPREAD
      (PLUS OR MINUS):

              	
                MINIMUM
      INTEREST RATE:

              	
                INTEREST
      ACCRUAL DATE:

              
	 
      	 
      	 
      
	
                INCREMENTAL
      SPREAD (PLUS OR MINUS):

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

              	
                INTEREST
      RESET DATE(S):

              
	
                INCREMENTAL
      SPREAD COMMENCEMENT DATE:

              	
                REDEMPTION
      NOTICE PERIOD1

              	
                CALCULATION
      AGENT:

              
	
                OTHER
      PROVISIONS:

              	 
      	
                INDEX
      CURRENCY:

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

                [
      YES]2

              
	 
      	
                TAX
      REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: [NO]3

              	
                DESIGNATED
      CMT REUTERS PAGE:

              
	 
      	
                IF
      YES, STATE INITIAL OFFERING DATE:

              	
                DESIGNATED
      CMT MATURITY INDEX: [N/A]

              


      

      


       

      ___________________  

      
        1
Applicable if other than 30-60 calendar days. If this is a Registered Global
Security, minimum notice period is [10] calendar days [current DTC
limitation].

      

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

      

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

         

         

         

        
          
            
            

          

          
            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 specified in Schedule I hereto on the
Maturity Date specified above 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 the earlier of (a) the date on which the principal hereof is paid or duly
made available for payment and (b) the Interest Payment Date immediately
preceding the date on which the principal amount hereof is reduced to zero, in
each case, 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 that provided for the
automatic extension of the maturity thereof (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 date; provided, however, 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 would fall on a day that is not
a Business Day, as defined on the reverse hereof, such Interest Payment Date or
Maturity 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 or Maturity 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 (a) the principal hereof has been paid or duly made available
for payment and (b) the Interest Payment Date immediately preceding the date on
which the principal amount hereof is reduced to zero 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 will be payable to the person to whom the principal hereof shall be
payable.

       

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

       

      On any
date following the Interest Accrual Date and prior to the Record Date
immediately preceding the Maturity Date, the holder hereof may elect to exchange
this Note or any portion hereof having a principal amount of $1,000 or any
larger multiple of $1,000 in excess thereof for an interest in the Renewable
Note equal to the principal amount hereof so exchanged by delivering to the
Trustee (i) this Note with the form entitled “Option to Exchange” 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 of
America 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 exchange is being exercised
thereby, the principal amount hereof with respect to which such option is being
exercised and a guarantee that this Note with the form entitled “Option to
Exchange” below duly completed will be received by the Trustee 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 and such form
duly completed are received by the Trustee 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 $1,000 or any larger amount that is an integral multiple of $1,000.
Notwithstanding the foregoing, the option to exchange all or a portion of this
Note for an interest in the Renewable Note may not be exercised during the
period from and including a Record Date to but excluding the immediately
succeeding Interest Payment Date. If the option to exchange any portion hereof
is exercised, then, on the date of such exchange, Schedule I hereto shall be
annotated to reflect the corresponding decrease in the principal amount hereof,
and Schedule I to the Renewable Note shall be annotated to reflect the
corresponding increase in the principal amount thereof.

       

      Payment of
the principal of this Note, any premium and the interest due at maturity (or any
redemption 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 Trustee, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the office or agency of such other paying agent as the Issuer may
determine in U.S. dollars. U.S. dollar payments of interest, other than interest
due at maturity or any date of redemption, 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 paid in U.S. dollars, shall
be entitled to receive payments of interest, other than interest due at maturity
or any date of redemption, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee 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 

       

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

       

      will be
made by wire transfer of immediately available funds to an account maintained by
the holder hereof with a bank located outside the United States if appropriate
wire transfer instructions have been received by the Paying Agent (as defined on
the reverse hereof) in writing [not less than 15 calendar days prior to the
applicable payment date]4 [, 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]5; 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 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 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 and
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.

       

       

      ________________________

      
        4 Applies
for Registered Note that is not in global form.

          
          5 Applies
only for a Registered Global Security.

           

           

        

      

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

       

      
        If this
Note ceases to be held by The Depository Trust Company or its successor or the
nominee of The Depository Trust Company or its successor, 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 exchange
thereof for an interest in a note providing for the automatic extension of the
maturity thereof (a “New Renewable Note”) 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. The
terms of the New Renewable Note shall be the same as the terms of the Renewable
Note, except that the principal amount thereof shall equal the principal amount
of the new Notes exchanged therefor and the provisions of such New Renewable
Notes regarding the automatic 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 Renewable Notes shall be the same in all
material respects as the respective rights and obligations of the Issuer and the
holder of the Renewable 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-6

          
            

          

        

        
          
          

        

      

       

       

      
      

      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


      

       

       

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

      
 

       

      [FORM OF
REVERSE OF SECURITY]

      SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F

       

      This Note
is one of a duly authorized issue of the Senior Medium-Term Notes, Series F (the
“Notes”), of the Issuer. The Notes are issuable under a Senior Indenture, dated
as of November 1, 2004, between the Issuer and The Bank of New York Mellon, a
New York banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term
includes any successor trustee under the Senior Indenture) 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 JP Morgan Chase Bank, N.A.), at its
corporate trust office in the City of New York as the paying agent (the “Paying
Agent,” which term includes any additional or successor Paying Agent appointed
by the Issuer) with respect to the Notes. The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby incorporated
by reference herein.

       

      Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and will not be redeemable prior to maturity.

       

      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 (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 

       

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

       

      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 (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 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 

       

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

       

      (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.
Incorporated.

       

      (iii)           If
the dealers selected by the Calculation Agent are not quoting as set forth in
(ii) above, the CD Rate for that Interest Determination Date 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 

       

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

       

       

       

      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.”

       

      (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 set forth
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:

       

      

       

      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

       

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

       

       

       (“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.

       

      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 

       

       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      

       

       

      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
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 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 set forth
above, the Federal Funds Rate for 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.

              


      

       

      
         

         

        
          
            
            

          

          
            A-13

            
              

            

          

          
            
            

          

        

         

      

       

       

      
        	
                 
      

              	
                ·

              	
                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.

              


      

       

      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 be the same as 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.

       

       

      
        
          
          

        

        
          A-14

          
            

          

        

        
          
          

        

      

       

      
         

        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 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:

       

       

      
        
          
          

        

        
          A-15

          
            

          

        

        
          
          

        

      

       

       

      
         

        (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)           if
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

       

      (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:

       

      
         

         

        
          
            
            

          

          
            A-16

            
              

            

          

          
            
            

          

        

         

      

       

      

       

      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 above rate 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 set forth 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 

       

       

      
        
          
          

        

        
          A-17

          
            

          

        

        
          
          

        

      

       

       

      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.

         

        (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 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 

       

       

      
        
          
          

        

        
          A-18

          
            

          

        

        
          
          

        

      

       

       

      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, 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 an
exercise of the option to exchange a portion of this Note for an interest in the
Renewable Note shall be effective on and as of the Interest Payment Date
immediately preceding the date of such decrease. 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% being 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. All Japanese Yen amounts
used in or resulting from such calculations will be rounded downwards to the
next lower whole Japanese Yen amount. All amounts denominated in any other
currency used in or resulting from such calculations will be rounded to the
nearest two decimal places in such currency, with .005 being rounded up to .01.
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, unless otherwise stated above,
is issuable only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher minimum denomination is
required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of
such Specified 

      
      

       

      
        
          
          

        

        
          A-19

          
            

          

        

        
          
          

        

      

       

      
      

      Currency),
or any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency
published by the Federal Reserve Bank of New York (the “Market Exchange Rate”)
on the Business Day immediately preceding the date of issuance. 

         

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

     

    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 or premium, if any, or
interest on, any 

     

    
      
        
        

      

      
        A-20

        
          

        

      

      
        
        

      

    

     

     

    series of
debt securities issued under the Senior Indenture, including the series of 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. 

       

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

    

     

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

     

    
       

       

      
        
          
          

        

        
          A-21

          
            

          

        

        
          
          

        

      

       

       

    

     

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

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              o

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

            


    

     

    
       

       

      
        
          
          

        

        
          A-22

          
            

          

        

        
          
          

        

      

       

       

    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

            	
              any
      combination of the items listed
above.

            


    

     

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

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

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

     

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

     

     

    
      
        
        

      

      
        A-23

        
          

        

      

      
        
        

      

    

     

     

    maturity
of any such debt security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or change the currency of payment thereof, or
reduce the amount of any original issue discount security payable upon
acceleration or provable in bankruptcy, or modify or amend the provisions for
conversion of any currency into any other currency, or modify or amend the
provisions for conversion or exchange of the debt security for securities of the
Issuer or other entities or for other property or the cash value of the property
(other than as provided in the antidilution provisions or other similar
adjustment provisions of the debt securities or otherwise in accordance with the
terms thereof), or alter certain provisions of the Senior Indenture relating to
debt securities not denominated in U.S. dollars or impair or affect the rights
of any holder to institute suit for the payment thereof or (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 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 currency in euro 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, if
applicable, euro) where the required payment is in a Specified Currency other
than U.S. dollars will not constitute an Event of Default. If such Market
Exchange Rate is not then available to the Issuer or is not published for a
particular Specified Currency, the Market Exchange Rate will be based on the
highest bid quotation in The City of New York received by the Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the date of such payment from three recognized foreign
exchange dealers (the “Exchange Dealers”) for the purchase by the quoting
Exchange Dealer of the Specified Currency for U.S. dollars for settlement on the
payment date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent (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. Incorporated, unless
otherwise indicated on the face hereof.

     

    
       

       

      
        
          
          

        

        
          A-24

          
            

          

        

        
          
          

        

      

       

    

     

    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 the 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. The Issuer may designate other
agencies for the payment of said principal, premium and interest at such place
or places (subject to applicable laws and regulations) as the Issuer may decide.
So long as there shall be such an agency, the Issuer shall keep the Trustee
advised of the names and locations of such agencies, if any are so designated.
If any European Union Directive on the taxation of savings comes into force, the
Issuer will, to the extent possible as a matter of law, maintain a Paying Agent
in a Member State of the European Union that will not be obligated to withhold
or deduct tax pursuant to any such Directive or any law implementing or
complying with, or introduced in order to conform to, such
Directive.

     

    With
respect to moneys paid by the Issuer and held by the Trustee 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 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 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 and 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 and 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 

     

     

    
      
        
        

      

      
        A-25

        
          

        

      

      
        
        

      

    

     

     

    otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        A-26

        
          

        

      

      
        
        

      

    

     

     

    
      
         

        
          
            
               

              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-27

                
                  

                

              

              
                
                

              

            

            
               

               

              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.

                      

 

              
                
                  
                  

                

                
                  A-28

                  
                    

                  

                

                
                  
                  

                

              

               

               

            

          

        

      

    

     

    REQUEST TO
EXCHANGE

     

    The
undersigned hereby requests to exchange the within Note (or the portion thereof
specified below) with the effect provided in the within Note by surrendering the
within Note to the Paying Agent at The Bank of New York Mellon (as successor to
JPMorgan Chase Bank, N.A.), 101 Barclay Street, New York, New York 10286,
Attention: Corporate Finance, or such other address of which the Issuer shall
from time to time notify the holders of the Notes, together with this form of
“Request to Exchange” duly completed by the holder of the within
Note.

     

    If less
than the entire principal amount of the within Note is requested to be
exchanged, specify the portion thereof (which shall be $1,000 or an integral
multiple of $1,000 in excess thereof) to be exchanged $_______.

     

    


     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	
              NOTICE:
      The signature on this Request to Exchange must correspond with the name as
      written upon the face of the within Note in every particular, without
      alteration or enlargement or any change
  whatever.

            


    

     

     

     

    
      
        
        

      

      
        A-29

        
          

        

      

      
        
        

      

    

    
 

     

    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 the Renewable Note have been
made:

     

    
      	
              
                Date
      of Exchange

              

            	
              
                Principal
      Amount Exchanged For Renewable Note

              

            	
              
                Reduced
      Principal Amount Outstanding Following Such Exchange

              

            	
              
                Notation
      Made by or on Behalf of Trustee

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


     

     

     

    A-30