EXHIBIT
4-t

       

      [FORM OF
FACE OF SECURITY]

       

      DEFINITIVE
FLOATING RATE SENIOR BEARER NOTE

       

      


       

      
        
          	
                  BEARER

                	
                  BEARER
      No.

                
	
                  DFLR____________

                	
                  [PRINCIPAL
      AMOUNT]

                


        

      

       

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

       

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

       

      


      
        

      

      
        	
                (1)

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

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      MORGAN
STANLEY

      DEFINITIVE
FLOATING RATE SENIOR BEARER NOTE

      MEDIUM-TERM
NOTE, SERIES [G/H]

       

      
        	
                ORIGINAL ISSUE
      DATE:

              	
                INTEREST ACCRUAL
      DATE:

              	
                INTEREST PAYMENT
      DATE(S):

              
	 	 	 
	
                MATURITY
    DATE:

              	
                INITIAL INTEREST
      RATE:

              	
                INTEREST PAYMENT
      PERIOD:

              
	 	 	 
	
                BASE RATE:

              	
                INITIAL INTEREST RESET
      DATE:

              	
                INTEREST RESET
      DATE(S):

              
	 	 	 
	
                INDEX
    MATURITY:

              	
                MAXIMUM INTEREST
      RATE:

              	
                INTEREST RESET
      PERIOD:

              
	 	 	 
	
                SPREAD (PLUS OR
      MINUS):

              	
                MINIMUM INTEREST
      RATE:

              	
                CALCULATION
      AGENT:

              
	 	 	 
	
                SPREAD
      MULTIPLIER:

              	
                INITIAL REDEMPTION
      DATE:

              	
                EUROCLEAR
    NO:

              
	 	 	 
	
                SPECIFIED
      CURRENCY:

              	
                INITIAL REDEMPTION
      PERCENTAGE:

              	
                CLEARSTREAM
    NO:

              
	 	 	 
	
                INDEX
    CURRENCY:

              	
                ANNUAL REDEMPTION PERCENTAGE
      REDUCTION:

              	
                COMMON
  CODE:

              
	 	 	 
	
                DESIGNATED CMT REUTERS PAGE:

              	
                REDEMPTION NOTICE PERIOD:
      (2)

              	
                ISIN:

              
	 	 	 
	
                DESIGNATED CMT MATURITY
      INDEX:

              	
                OPTIONAL REPAYMENT
      DATE(S):

              	
                MINIMUM
      DENOMINATIONS:

              
	 	 	 
	
                REPORTING
      SERVICE:

              	
                INITIAL OFFERING
      DATE:

              	
                EXCHANGE FOR REGISTERED NOTES:
      [NO](3)

              
	 	 	 
	 
      	 
      	
                OTHER PROVISIONS(4):

              


      

      
         

        
           

          
            

          

        

      

      
        	
                (2)

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

              


      

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)

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

              


      

       

      Morgan Stanley, a Delaware corporation
(together with its successors and assigns, the “Issuer”), for value received,
hereby promises to pay to bearer, upon surrender hereof, the principal sum of
____________________ on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon to the bearer of the
coupons, if any, appertaining hereto, from and including 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 but excluding the Initial Interest Reset
Date specified above, and on and after at a rate per annum determined in
accordance with the provisions specified on the reverse hereof until but
excluding the date such principal amount is paid or duly made available for
payment. 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 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
specified above (or any redemption or repayment date);
provided,

       

      
        
          
          

        

        
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      however, that if the Interest Accrual
Date occurs fifteen calendar days or less prior to the first Interest Payment
Date occurring after the Interest Accrual Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date; and
provided, further, that if an Interest Payment Date (other than the Maturity
Date or any redemption or repayment date) would fall on a day that is not a
Business Day, as defined on the reverse hereof, such Interest Payment Date 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, such Interest Payment Date shall be the immediately preceding
day that is a Business Day; and provided, further, that if the Maturity Date or
redemption or repayment date would fall on a day that is not a Business Day, the
payment of principal of, premium, if any, and interest shall be made on the next
succeeding Business Day and no interest shall accrue for the period from and
after such Maturity Date or redemption or repayment date.

       

      Interest on this Note will accrue from
and including the most recent Interest Payment Date to which interest has been
paid or duly provided for, or, if no interest has been paid or duly provided
for, from and including the Interest Accrual Date, until but excluding the date
the principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will be payable only upon presentation and
surrender at the office or agency of the Principal Paying Agent (this and
certain other capitalized terms used herein are defined on the reverse of this
Note) or at the office or agency of such other paying agents outside the United
States as the Issuer may determine for that purpose (each, a “Paying Agent,”
which term shall include the Principal Paying Agent) of the interest coupons
hereto attached as they severally mature.

       

      Payment of the principal of and premium,
if any, on this Note, at maturity (or on any redemption or repayment date) will
be made upon presentation and surrender of this Note at the office or agency of
the Principal Paying Agent or at the office of any Paying
Agent.

       

      Payment of the principal of, premium, if
any, and interest on this Note will be made in the Specified Currency indicated
above, except as provided on the reverse hereof. If this Note is denominated in
U.S. dollars, any payment of the principal of and premium, if any, and interest
on this Note will be made in such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts. Such payments on this Note will
be made either by a check mailed to an address outside the United States
furnished by the payee or, at the option of the payee and subject to applicable
laws and regulations and the procedures of the Paying Agent, by wire transfer of
immediately available funds to an account maintained by the payee with a bank
located outside the United States if appropriate wire transfer instructions have
been received by the Paying Agent not less than 15 calendar days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank outside the United States or, at the option of the payee
and subject to applicable laws and regulations and the procedures of the Paying
Agent, by wire transfer of immediately available funds to an account maintained
by the payee with a bank located outside the United States.

       

      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, neither this Note nor any coupons appertaining hereto shall be
entitled to any benefit under the Senior Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the Issuer has
caused this Note to be duly executed and coupons bearing the facsimile signature
of its ___________ to be annexed hereto.

       

      DATED:

      
        	 	
                MORGAN
      STANLEY

              	 
	 	 	 
	 	 	 
	 	
                By:  
      

              	 	 
	 	 	
                Name: 
      

              	 	 
	 	 	
                Title:

              	 	 


      

      


       

      TRUSTEE'S
CERTIFICATE

      OF AUTHENTICATION

       

      This is one of the Notes referred to in
the within-mentioned Senior Indenture.

       

      
        	
                THE
      BANK OF NEW YORK MELLON, 

                as
      Trustee

              


      

       

       

      
        	
                By:  
      

              	 
      	 
	 	
                Authorized
      Signatory

              	 


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      [FORM OF REVERSE OF
SECURITY]

      MEDIUM-TERM
NOTE, SERIES [G/H]

       

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

       

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

       

      If so indicated on the face hereof, this
Note may be redeemed in whole or in part at the option of the Issuer on or after
the Initial Redemption Date specified on the face hereof on the terms set forth
on the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as indicated below). If this Note is subject to “Annual
Redemption Percentage Reduction,” the Initial Redemption Percentage indicated on
the face hereof will be reduced on each anniversary of the Initial Redemption
Date by the Annual Redemption Percentage Reduction specified on the face hereof
until the redemption price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). Notice of redemption to holders of Notes shall be
published in the manner set forth in “Notices” as defined below once in each of
three successive calendar weeks, the first publication to be not less than 30
nor more than 60 calendar days prior to the date set for redemption or within
the Redemption Notice Period specified on the face hereof. 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 upon the cancellation hereof. If
redeemed prior to maturity, this Note must be presented for payment together
with all unmatured coupons, if any, appertaining hereto, failing which the
amount of any missing unmatured coupon will be deducted from the sum due for
payment; provided, however, that such deduction may be waived by the Issuer and
the Principal Paying Agent if there is furnished to each of them such security
or indemnity as they may require.

       

      The Issuer will not be required (i) to
exchange any Bearer Note to be redeemed for a period of fifteen calendar days
preceding the first publication of the relevant Notice of redemption or (ii) to
exchange any Bearer Note selected for redemption or surrendered for optional
repayment, except that such Bearer Note may be exchanged for a Registered Note
of like tenor unless indicated otherwise on the face of this Note, provided that
such Registered Note shall be simultaneously surrendered for redemption or
repayment, as the case may be.

       

      If so indicated on the face of this
Note, this Note will be subject to repayment at the option of the holder on the
Optional Repayment Date or Dates specified on the face hereof on the terms set
forth herein. On any Optional Repayment Date, this Note will be repayable in
whole or in part in increments of $1,000 or, if this Note is denominated in a
Specified Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to
be

       

      
        
          
          

        

        
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      repaid, together with interest accrued
and unpaid hereon to the date of repayment (except as provided below). For this
Note to be repaid at the option of the holder hereof, the Principal Paying Agent
must receive at its office in London, at least 15 but not more than 30 calendar
days prior to the date of repayment, this Note, together with all unmatured
coupons appertaining hereto, with the form entitled “Option to Elect Repayment”
below duly completed, or 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 trust company in the United States, Western Europe or Japan
setting forth the principal amount of the Note, the principal amount of the Note
to be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the Option to Elect Repayment is being exercised and
a guarantee that this Note to be repaid, together with all unmatured coupons
appertaining hereto and the duly completed form entitled Option to Elect
Repayment, will be received by the Principal Paying Agent not later than the
fifth Business Day after the date of that telegram, telex, facsimile
transmission or letter. However, the telegram, telex, facsimile transmission or
letter shall only be effective if this Note, all unmatured coupons appertaining
hereto and an Option to Elect Repayment form duly completed are received by the
Principal Paying Agent by the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter. Exercise of such repayment
option by the holder hereof shall be irrevocable.

       

      This Note will bear interest at the rate
determined in accordance with the applicable provisions below by reference to
the Base Rate shown on the face hereof based on the Index Maturity, if any,
shown on the face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified on
the face hereof (as used herein, the term “Interest Reset Date” shall include
the Initial Interest Reset Date). For the purpose of determining the Initial
Interest Rate, references in this paragraph, the next succeeding paragraph and,
if applicable, clauses (i) and (ii) under “Determination of EURIBOR” below to
Interest Reset Date shall be deemed to mean the Original Issue Date. The
determination of the rate of interest at which this Note will be reset on any
Interest Reset Date shall be made on the Interest Determination Date (as defined
below) pertaining to such Interest Reset Date and 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. The Interest Reset
Dates will be the Interest Reset Dates specified on the face hereof; provided,
however, that the interest rate in effect for the period from the Interest
Accrual Date to the Initial Interest Reset Date will be the Initial Interest
Rate. If any Interest Reset Date would otherwise be a day that is not a Business
Day (as defined below), 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.

       

      The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Federal Funds Rate, the 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 

       

      
        
          
          

        

        
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      Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to two or more base
rates will be the latest Business Day that is at least two Business Days before
the Interest Reset Date for the applicable Note on which each base rate is
determinable.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (iii) If the dealers selected by the
Calculation Agent are not quoting as 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.”

       

      
        
          
          

        

        
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      (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 in (ii) above, the Commercial
Paper Rate for that Interest Determination Date shall remain the Commercial
Paper Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable shall be the Initial
Interest Rate.

       

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

       

      
        	 	
                Money Market
      Yield

              	
                  = 
      

              	
                    
      D x
      360     

                360 - (D x M)

              	
                  x  

              	100	 


      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      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

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      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 in (ii) 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.

              


      

       

      
        	
                 
      

              	
                ·

              	
                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:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      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
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:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
         

        
          	 	
                  Bond Equivalent
      Yield

                	
                    = 
      

                	
                    
         D x N 
           

                  360 - (D x M)

                	
                    x  

                	100	 


        

         

      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (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 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 will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Accrued interest hereon shall
be an amount calculated by multiplying the principal amount hereof shown on
Schedule A hereto by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day in the
period for which interest is being paid. Unless otherwise specified on the face
hereof, the interest factor for each such date 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 used in or resulting from any calculation
of the rate of interest on this Note will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (with .000005% rounded up
to .00001%), and all U.S. dollar amounts used in or resulting from such
calculations 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 downward 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 the coupons appertaining
hereto 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 is issued in definitive bearer
form with coupons attached (a “Definitive Bearer Note”) and, unless otherwise
indicated on the face hereof, is issuable only in the minimum denominations set
forth on the face hereof or

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      any amount in excess thereof which is an
integral multiple of 1,000 units of the Specified Currency set forth on the face
hereof.

       

      This Note and the coupons appertaining
hereto may be transferred by delivery. At the option of the holder of this Note,
and subject to the terms of the Senior Indenture, this Note (with all unmatured
coupons, and all matured coupons, if any, in default appertaining hereto) will
be exchanged for two or more Definitive Bearer Notes (if this Note is issuable
in more than one authorized denomination) or for a Registered Note, in each
case, of any authorized denomination of like tenor and in an equal aggregate
principal amount, in accordance with the provisions of the Senior Indenture, at
the office of the Trustee in The City of New York (which initially has been
appointed registrar and transfer agent for the Notes) or at the office of the
Principal Paying Agent in London (which initially has been appointed transfer
agent for the Notes), or at the office of any transfer agent designated by the
Issuer for such purpose. If this Note is surrendered in exchange for a
Registered Note after the close of business at any such office on any record
date (whether or not a Business Day) for the payment of interest on such
Registered Note and before the opening of business at such office on the
relevant Interest Payment Date, this Note shall be surrendered without the
coupon relating to such Interest Payment Date. All such exchanges of Notes and
coupons will be free of service charge, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith. None of the Issuer, the Trustee or any agent of the Issuer
or the Trustee shall be required to exchange this Note for a Registered Note if
such exchange would result in adverse U.S. federal income tax consequences to the
Issuer under then applicable U.S. federal income tax
laws.

       

      The date of any Registered Note
delivered upon any exchange of this Note shall be such that no gain or loss of
interest results from such exchange.

       

      In case this Note or any coupon
appertaining hereto shall at any time become mutilated, defaced or be destroyed,
lost or stolen and this Note or such coupon 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 the Note, or in lieu of the Note so destroyed or lost
or stolen, with coupons corresponding to the coupons appertaining to the Note so
mutilated, defaced, destroyed, lost or stolen, or in exchange for the Note to
which such mutilated, defaced, destroyed, lost or stolen coupon appertained,
with coupons appertaining thereto corresponding to the coupons so mutilated,
defaced, destroyed, lost or stolen, but, if this Note or coupon is destroyed,
lost or stolen, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note or coupon 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 and coupons
shall be borne by the owner of the Note or the coupons mutilated, defaced,
destroyed, lost or stolen.

       

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

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      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 Issuer shall determine that any
payment made outside the United States by the Issuer or any Paying Agent of
principal, premium or interest due in respect of this Note or any coupons
appertaining hereto would, under any present or future laws or regulations of
the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of which is the
disclosure to the Issuer, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of this Note or any
coupons appertaining hereto who is a U.S. Alien (as defined below) (other than
such a requirement (a) that would not be applicable to a payment made by the
Issuer or any Paying Agent (i) directly to the beneficial owner or (ii) to a
custodian, nominee or other agent of the beneficial owner, or (b) that can be
satisfied by such custodian, nominee or other agent certifying to the effect
that such beneficial owner is a U.S. Alien; provided that in each case referred
to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to
such beneficial owner is not otherwise subject to any such requirement), the
Issuer shall redeem this Note, as a whole, at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the date
fixed for redemption, or, at the election of the Issuer if the conditions of the
next succeeding paragraph are satisfied, pay the additional amounts specified in
such paragraph. The Issuer shall make such determination and election as soon as
practicable, shall promptly notify the Trustee thereof and shall publish (or
transmit, as applicable) prompt notice thereof (the “Determination Notice”)
stating the effective date of such certification, identification or other
information reporting requirements, whether the Issuer will redeem this Note or
has elected to pay the additional amounts specified in the next succeeding
paragraph, and (if applicable) the last date by which the redemption of this
Note must take place, as provided in the next succeeding sentence. If the Issuer
redeems this Note, such redemption shall take place on such date, not later than
one year after the publication of the Determination Notice, as the Issuer shall
elect by notice to the Trustee at least 60 calendar days prior to the date fixed
for redemption or at least 30 calendar days prior to the last day of the
Redemption Notice Period specified on the face hereof. Notice of such redemption
of this Note will be given to the holder of this Note not more than 60 nor less
than 30 calendar days prior to the date fixed for redemption or within the
Redemption Notice Period specified on the face hereof. Such redemption notice
shall include a statement as to the last date by which this Note to be redeemed
may be exchanged for Registered Notes. Notwithstanding the foregoing, the Issuer
shall not so redeem this Note if the Issuer shall subsequently determine, not
less than 30 calendar days prior to the date fixed for redemption or prior to
the last day of the Redemption Notice Period specified on the face hereof, that
subsequent payments would not be subject to any such certification,
identification or other information reporting requirement, in which case the
Issuer shall publish (or transmit, as applicable) prompt notice of such
determination and any earlier redemption notice shall be revoked and of no
further effect. The right of the holder of this Note to exchange this Note for
Registered Notes pursuant to the provisions of this paragraph will terminate at
the close of business of the Principal Paying Agent on the fifteenth day prior
to the date fixed for redemption, and no further exchanges of this Note for
Registered Notes shall be permitted.

       

      If and so long as the certification,
identification or other information reporting requirements referred to in the
preceding paragraph would be fully satisfied by payment of a backup withholding
tax or similar charge, the Issuer may elect by notice to the Trustee to pay as
additional amounts such amounts as may be necessary so that every net payment
made outside the United States following the effective date of such requirements
by the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note or any coupons appertaining hereto of which the beneficial
owner is a U.S. Alien (but without any requirement that the nationality,
residence or identity of such beneficial owner be disclosed to the Issuer, any
Paying Agent or any governmental authority, with respect to the payment of such
additional amounts), after deduction or withholding for or on account of such
backup withholding tax or similar charge (other than a backup withholding tax or
similar charge that (i) would not be applicable in the circumstances referred to
in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) is imposed as a result of presentation of this Note or any
coupons appertaining hereto for payment more than 15 calendar days after the
date on which such payment becomes due and payable or on which payment thereof
is duly provided for, whichever occurs later), will not be less than the amount
provided for in this Note or any coupons appertaining hereto to be then due and
payable. In the event the Issuer elects to pay any additional amounts pursuant
to this paragraph, the Issuer shall have the right to redeem this Note as a
whole at any time pursuant to the applicable provisions of the immediately
preceding paragraph and the redemption price of this Note will not be reduced
for applicable withholding taxes. If the Issuer elects to pay additional amounts
pursuant to this

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      paragraph and the condition specified in
the first sentence of this paragraph should no longer be satisfied, then the
Issuer will redeem this Note as a whole, pursuant to the applicable provisions
of the immediately preceding paragraph.

       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                o

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

              


      

       

      
        	
                 
      

              	
                o

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      combination of the items listed
above.

              


      

       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

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

       

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

       

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

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      affect the rights of any holder to
institute suit for the payment thereof or (ii) reduce the aforesaid percentage
in principal amount of debt securities of any series the consent of the holders of which is
required for any such supplemental indenture.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      No provision of this Note or any coupons
appertaining hereto 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 holder of this Note or any coupons appertaining
hereto.

       

      The Issuer, the Trustee and any agent of
the Issuer or the Trustee may treat the holder of this Note or any coupons
appertaining hereto as the absolute owner thereof for all purposes, whether or
not this Note or such coupon 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 or premium, if any, or interest on this Note for any claim
based hereon or on any coupon appertaining hereto, 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 and the coupons appertaining
hereto shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York.

       

      As used herein:

       

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

       

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

       

      (c) the
term “Notices” refers to notices to the holders of the Notes and any coupons
appertaining thereto to be given by publication in an authorized newspaper in
the English language and of general circulation in the Borough of Manhattan, The
City of New York, and London or, if publication in London is not practical, in
an English language newspaper with general circulation in Western Europe. Such
Notices will be deemed to have been given on the date of such publication or, if
published in such newspapers on different dates, on the date of the first such
publication;

       

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

       

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

       

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

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      OPTION TO ELECT
REPAYMENT

       

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

       

        
          

        

         

        
          
 

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

      

       

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

       

      Dated:

       

      
         

        
          	 	 	 


        

         

         

      

      20