EXHIBIT
4-v

     

     

    [FORM
OF FACE OF SECURITY]

     

     

    PERMANENT
GLOBAL FIXED RATE SENIOR BEARER NOTE

    
 

    
      	
              BEARER

            	
              BEARER

            
	
              No.
      PGFXR  _______________

            


    

    


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

     

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

     

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

     

    
 

     

      
        

      

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    


     

    MORGAN
STANLEY

    PERMANENT
GLOBAL FIXED RATE SENIOR BEARER NOTE

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

     

     

    


     

    
      	
              ORIGINAL
      ISSUE DATE:

            	
              INITIAL
      REDEMPTION DATE:

            	
              INTEREST
      RATE:

            	
              MATURITY
      DATE:

            
	
              INTEREST
      ACCRUAL DATE:

            	
              INITIAL
      REDEMPTION PERCENTAGE:

            	
              INTEREST
      PAYMENT DATE(S) :

            	
              OPTIONAL
      REPAYMENT DATE(S):

            
	
              SPECIFIED
      CURRENCY:

            	
              ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

            	
              EUROCLEAR
      NO.:

            	
              MINIMUM
      DENOMINATIONS:

            
	
              EXCHANGE
      RATE AGENT:

              [Morgan
      Stanley & Co. 

              International
      plc]

            	
              REDEMPTION
      NOTICE PERIOD: 2

            	
              CLEARSTREAM
      NO.:

            	
              APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR
      REDEMPTION:

            
	
              INITIAL
      OFFERING DATE:

            	
              EXCHANGE
      FOR REGISTERED NOTES: [NO] 3

            	
              COMMON
      CODE:

            	
              If
      yes, state Issue Price:

            
	
              NEW
      GLOBAL NOTE (“NGN”):

              [YES/NO]4

            	 
      	
              ISIN:

            	
              ORIGINAL
      YIELD TO MATURITY:

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

            	
              OTHER
      PROVISIONS5:

            	 
      	 
      


    

    


    Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay to bearer, upon surrender hereof, the principal
amount specified in [Schedule A hereto] [Schedule A-1 hereto]6, or, if
the face of this Note indicates that it is intended to be an NGN, the aggregate
principal amount from time to time entered in the records of both Euroclear Bank
S.A./N.V. and Clearstream Banking, société anonyme (together,
the “Relevant Clearing
Systems”), on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date specified
above until but excluding the date the 

     

    
      
        

      

    

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

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

      

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

      

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

        6 Applies
if this Note is not issued as part of, or in relation to, a Unit and is not
intended to be an NGN.

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    principal
amount is paid or duly made available for payment (except as provided below)
weekly, monthly, quarterly, semi-annually or annually in arrears on the Interest
Payment Dates specified above in each year commencing on the Interest Payment
Date next succeeding the Interest Accrual Date specified above, and at maturity
(or on any redemption or repayment date) ; provided, however, that if the
Interest Accrual Date occurs fifteen calendar days or less prior to the first
Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date.  If this Note is intended to be an NGN, the
records of the Relevant Clearing Systems (which, in this Note, means the records
that each Relevant Clearing System holds for its customers to reflect the amount
of such customers’ interests in this Note) shall be conclusive evidence of the
aggregate principal amount of this Note and, for these purposes, a statement
issued by a Relevant Clearing System (which statement shall be made to the
Issuer, to the Trustee, to the Principal Paying Agent or to the bearer of this
Note on request) stating the aggregate principal amount of this Note shall be
conclusive of the records of such Relevant Clearing System at that
time.

     

    Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until but excluding the date the principal hereof has been paid or duly
made available for payment (except as provided below).  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the holder
of this Note 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).

     

    Payment of
the principal of this Note, any premium and the interest due at maturity (or on
any redemption or repayment date) will be made upon 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, 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, 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, and, if this Note is intended to
be an NGN and will not be physically delivered to the entity appointed as common
safe-keeper by the Relevant Clearing Systems (the “CSK”), unless this Note has
been effectuated by the CSK, this Note shall not be entitled to any benefit
under the Senior Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 
      	 
      	
              MORGAN
      STANLEY

            	 
	 	 	 	 
	 	 	 	 
	
              DATED:

            	 
      	 
      	
              By:

            	 
      	 
	 
      	 
      	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	 
      	 
      	
              Title:

            	 
      	 


    

     

    
      	
              TRUSTEE'S
      CERTIFICATE

              OF
      AUTHENTICATION

               

              This
      is one of the Notes referred

              to
      in the within-mentioned

              Senior
      Indenture.

               

              THE
      BANK OF NEW YORK MELLON,

              as
      Trustee

            
	 
	 
	
              By:

            	 
      
	 
      	
              Authorized
      Signatory

            


    

     

    


    EFFECTUATION
BY COMMON8

               SAFE-KEEPER

     

    This Note
is effectuated.

     

    
      	
              
                [COMMON
      SAFE-KEEPER]

              

            
	
              By:

            	 
      
	 
      	
              Authorized
      Signatory

            


    

     

    

      
        

      

    

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

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

    

     

    [FORM
OF REVERSE OF SECURITY]

     

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

     

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

     

    If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to “Annual Redemption Percentage
Reduction,” the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). If the face hereof indicates that this Note is subject to
“Modified Payment upon Acceleration, Repayment or Redemption,” the amount of
principal payable upon redemption will be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount accrued from the Interest Accrual Date to the date of
redemption (expressed as a percentage of the aggregate principal amount), with
the amount of original issue discount accrued being calculated using a constant
yield method (as described below). Notice of redemption shall be mailed to the
holders of the Notes designated for redemption who have filed their names and
addresses with the Principal Paying Agent, not less than 30 nor more than 60
days prior to the date fixed for redemption or within the Redemption Notice
Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. Notice of redemption to all other holders of
Notes shall be given in the manner set forth in “Notices” as defined below and,
if by publication, shall be given 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, the Principal Paying Agent shall (i) if this Note is not intended to be an
NGN, cause Schedule [A] [A-1] of this Note to be endorsed to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of this Note so redeemed, or (ii) if this Note is intended to be an NGN,
cause the details of such redemption to be entered in the records of the
Relevant Clearing Systems, whereupon, in either case, the principal amount
hereof shall be reduced for all purposes by the amount so redeemed and noted or
recorded, as applicable.

    


               If
this Note is redeemed in part but not in whole prior to maturity hereof, (i) if
this Note is not intended to be an NGN, the Trustee shall select or cause to be
selected, not more than 60 days prior to the redemption date, the portions of
this Note for redemption from the outstanding aggregate principal amount of this
Note not previously called for redemption by such method as the Trustee deems
fair and appropriate, or (ii) if this Note is intended to be an NGN, the portion
of this Note to be redeemed will be selected in accordance with the rules and
procedures of 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Euroclear
Bank S.A./N.V. and/or Clearstream Banking, société anonyme (to be
reflected in the records of the Relevant Clearing Systems as either a pool
factor or a reduction in nominal amount, at their discretion).

     

    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 US. dollars, in
increments of 1,000 units of such Specified Currency (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment (except as provided below), provided that if the face
hereof indicates that this Note is subject to “Modified Payment upon
Acceleration, Repayment or Redemption”, the amount of principal payable upon
repayment will be limited to the aggregate principal amount hereof multiplied by
the sum of the Issue Price specified on the face hereof (expressed as a
percentage of the aggregate principal amount) plus the original issue discount
accrued from the Interest Accrual Date to the date of repayment (expressed as a
percentage of the aggregate principal amount), with the amount of original issue
discount accrued being calculated using a constant yield method (as described
below). For this Note to be repaid at the option of the holder hereof, the
Principal Paying Agent must receive at its office in London, at least 15 but not
more than 30 calendar days prior to the date of repayment, this Note 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 the duly completed form
entitled Option to Elect Repayment, will be received by the Principal Paying
Agent not later than the fifth Business Day (as defined below) 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 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.  In the event of repayment of this
Note in part only, the Principal Paying Agent shall (i) if this Note is not
intended to be an NGN, cause Schedule [A] [A-1] of this Note to be endorsed to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of this Note so repaid, or, (ii) if this Note is
intended to be an NGN, cause the details of such repayment to be entered in the
records of the Relevant Clearing Systems, whereupon, in either case, the
principal amount hereof shall be reduced for all purposes by the amount so
repaid and noted or recorded, as applicable.

     

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

     

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

     

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

     

    This Note
is issued in permanent global bearer form without interest coupons attached (a
“Global Bearer
Note”).  The beneficial owner of all or a portion of this Note
may exchange its interest in this Note upon not less than 30 calendar days’
written notice to the Principal Paying Agent through the relevant clearing
system, (i) if this Note is not intended to be an NGN, in whole, or, (ii) if
this Note is intended to be an NGN, in whole or from time to 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    time in
part, for Notes in bearer form with interest coupons, if any, attached (the
“Definitive Bearer Notes,” and, together with the Global Bearer Notes, the
“Bearer Notes”) or, if so indicated on the face of this Note, at the beneficial
owner’s option, in whole or from time to time in part, for Notes in fully
registered form without coupons (the “Registered Notes”), in each case, in the
minimum denominations set forth on the face hereof or any amount in excess
thereof which is an integral multiple of 1,000 units of the Specified Currency
set forth on the face hereof. Interests in this Note shall also be exchanged by
the Issuer in whole, but not in part, for Definitive Bearer Notes, which shall
be serially numbered, with coupons, if any, attached (or, if indicated on the
face of this Note, at the beneficial owner’s option, for Registered Notes), of
any authorized denominations if (i) this Note is accelerated following an Event
of Default or (ii) either Euroclear Bank S.A./N.V., as operator of the Euroclear
System (“Euroclear”), or Clearstream Banking, société anonyme
(“Clearstream, Luxembourg”), or any other relevant clearing system (including
Euroclear France) is closed for business for a continuous period of fourteen
calendar days (other than by reason of public holidays) or announces an
intention to cease business permanently or in fact does so. The Issuer shall
give notice to the Principal Paying Agent promptly following any such
acceleration or upon learning of any such closure. Any exchanges referred to
above shall be made at the office of the Principal Paying Agent, or, in the case
of Registered Notes, at the office of the transfer agent for the Registered
Notes in London, which transfer agent will initially be The Bank of New York
Mellon, London Branch, upon compliance with any procedures set forth in, or
established pursuant to, the Senior Indenture; provided, however, that the
Issuer shall not be required (i) to register the transfer of or exchange this
Note for a period of fifteen calendar days preceding the first publication or
other transmission, if applicable, of a Notice of redemption of all or any
portion hereof or (ii) to register the transfer of or exchange any portion of
this Note selected for redemption or surrendered for optional repayment, except
that such portion of this Note may be exchanged for a Registered Note of like
tenor; provided that such Registered Note shall be simultaneously surrendered
for redemption or repayment, as the case may be; and provided, further, that if
a Registered Note is issued in exchange for any portion of this Note after the
close of business at the office of the Principal Paying Agent 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, any interest will not be payable on such Interest Payment Date in
respect of such Registered Note, but will be payable on such Interest Payment
Date only to the holder of this Note. Upon exchange of this Note for a
Definitive Bearer Note or Definitive Bearer Notes, or for a Registered Note or
Registered Notes, the Principal Paying Agent shall (i) if this Note is not
intended to be an NGN, cause Schedule [A] [A-1] of this Note to be endorsed to
reflect the reduction of the principal amount hereof by an amount equal to the
aggregate principal amount of such Definitive Bearer Note or Definitive Bearer
Notes, or such Registered Note or Registered Notes, or (ii) if this Note is
intended to be an NGN, cause the details of such exchange to be entered in the
records of the Relevant Clearing Systems, whereupon, in either case, the
principal amount hereof shall be reduced for all purposes by the amount so
exchanged and noted or recorded, as applicable.  All such exchanges of
Notes will be free of service charge, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.  The date of any Note delivered upon any
exchange of this Note shall be such that no gain or loss of interest results
from such exchange.

     

    All (and
not less than all) interests in this Note will be exchanged for Definitive
Bearer Notes in accordance with the procedures set forth in the following two
sentences as soon as practicable after (i) if this Note is not intended to be an
NGN, the first beneficial owner of an interest in this Note exchanges its
interest for a Definitive Bearer Note, (ii) the Issuer gives notice to the
Principal Paying Agent of an acceleration of the Note or (iii) either Euroclear
or Clearstream, Luxembourg or any other relevant clearing system is closed for
business for a continuous period of fourteen calendar days (other than by reason
of public holidays) or announces an intention to cease business permanently or
in fact does so.  In the event of any exchange of interests in this
Note for a Definitive Bearer Note, (i) if this Note is not intended to be an
NGN, a common depositary located outside the United States (the “common
depositary”) holding this Note for Euroclear, Clearstream, Luxembourg and/or any
other relevant clearing system or (ii) if this Note is intended to be an NGN,
Euroclear and/or Clearstream, Luxembourg shall instruct the Principal Paying
Agent regarding the aggregate principal amount of Definitive Bearer Notes and
the denominations of such Definitive Bearer Notes that must be authenticated and
delivered to each relevant clearing system in exchange for this
Note.  Thereafter, the Principal Paying Agent, acting solely in
reliance on such instructions, shall, upon surrender to it of this Note and
subject to the conditions in the preceding paragraph, authenticate and deliver
Definitive Bearer Notes in exchange for this Note in accordance with such
instructions and shall, (i) if this Note is not intended to be an NGN, cause
Schedule [A] [A-1] of this Note to be endorsed to reflect the reduction of its
principal amount by an amount equal to the aggregate principal amount of this
Note, or (ii) if this 

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Note is
intended to be an NGN, cause the details of such exchange to be entered in the
records of the Relevant Clearing Systems.  Nothing in this paragraph
shall prevent the further exchange of Definitive Bearer Notes into Registered
Notes.

     

    This Note
may be transferred by delivery; provided, however, that this Note may be
transferred only to a common depositary or common safe-keeper, as applicable,
outside the United States for Euroclear, Clearstream, Luxembourg and/or any
other relevant clearing system or to a nominee of such a common depositary or
common safe-keeper.

     

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

     

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

     

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

     

    If the
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 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 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 (except that
if this Note is subject to “Modified Payment upon Acceleration, Repayment or
Redemption,” such redemption price would be limited to the 

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    aggregate
principal amount hereof multiplied by the sum of the Issue Price specified on
the face hereof (expressed as a percentage of the aggregate principal amount)
plus the Amortized Amount) 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 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 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 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 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:

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ·

            	
              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;

            


    

     

    
      	
               
      

            	
              ·

            	
              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”).

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

    Except as
set forth below, if the principal of 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 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.

     

    So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office
or agency for the payment of the principal of and premium, if any, and interest
on this Note as herein provided. 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 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    or
otherwise), (i) the Trustee or such Paying Agent shall notify the holders of
such Notes that such moneys shall be repaid to the Issuer and any person
claiming such moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such
repayment all liability of the Trustee or such Paying Agent with respect to such
moneys shall thereupon cease, without, however, limiting in any way any
obligation that the Issuer may have to pay the principal of or interest or
premium, if any, on this Note as the same shall become due.

     

    No
provision of this Note or of the Senior Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of 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.

     

    The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder of this Note as the owner hereof for all purposes, whether or not this
Note be overdue, and none of the Issuer, the Trustee or any such agent shall be
affected by notice to the contrary.

     

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

     

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

     

    As used
herein:

     

    (a) the
term “Business Day” means any day, other than a Saturday or Sunday, (i) that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close (x) in The City of New York or 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 to be given by
publication in an authorized newspaper in the English language and of general
circulation in the Borough of Manhattan, The City of New York, and London or, if
publication in London is not practical, in an English language newspaper with
general circulation in Western Europe; provided that notice may be made, at the
option of the Issuer, through the customary notice provisions of the clearing
system or systems through which beneficial interests in this Note are owned.
Such Notices will be deemed to have been given on the date of such publication
(or other transmission, as applicable) or, if published in such newspapers on
different dates, on the date of the first such publication;

     

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

     

    (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 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    or trust
or (iv) a foreign partnership one or more of the members of which is, for U.S.
federal income tax purposes, a nonresident alien individual, a foreign
corporation or a nonresident alien fiduciary of a foreign estate or
trust.

     

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

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    OPTION
TO ELECT REPAYMENT

     

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

     

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

            
	 


    

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

     

    
      	
              Dated:

            	 
      	 
      	 
      	 
      


    

    


    


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
        	
                [Not
      Applicable]9

              	
                 [SCHEDULE
      A]10

              


      

       

    

     

    EXCHANGES
FOR DEFINITIVE BEARER NOTES OR DEFINITIVE

    REGISTERED
NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,

    REDEMPTIONS
AND REPAYMENTS

     

     

    The
initial principal amount of this Note is _______________________. The following
(A) exchanges of (i) portions of this Note for Definitive Bearer Notes or
Registered Notes and (ii) portions of a Temporary Global Bearer Note for an
interest in this Note or (B) (x) redemptions at the option of the Issuer or (y)
repayments at the option of the holder have been made:

     

    
      	
              
                 

                Date
      of Exchange, Redemption or Payment

              

            	 	
              
                 

                Principal
      Amount Exchanged From Temporary Global Notes

              

            	 	
              
                 

                Principal
      Amount Exchanged For Definitive Bearer Notes

              

            	 	
              
                 

                Principal
      Amount Exchanged for Definitive Registered Notes

              

            	 	
              
                 

                Principal
      Amount Redeemed at the Option of the Issuer

              

            	 	
              
                 

                Principal
      Amount Repaid at the Option of the Holder

              

            	 	
              
                 

                Remaining
      Principal Amount Outstanding Following Such Exchange, Redemption or
      Repayment

              

            	 	
              
                 

                Notation
      Made by or on behalf of Paying Agent

              

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

     

     

      
        

      

    

    
      9 If
Schedule A is not applicable because this Note is intended to be an NGN, include
“Not Applicable” and remove remainder of Schedule A.

      
        10 Applies
if this Note is not issued as part of, or in relation to, a Unit and is not
intended to be an NGN.

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    [SCHEDULE
A-1]1

     

     

    PERMANENT
GLOBAL BEARER NOTE

    SCHEDULE
OF EXCHANGES

     

    The
initial principal amount of this Note is __________. The following (A) exchanges
of the principal amount of Notes indicated below for the same principal amount
of Notes to be represented by (i) Definitive Bearer Notes or (ii) Definitive
Registered Notes or [(iii) a Global Bearer Note that has been separated from a
Unit (a “Separated Note”)]2, (B) exchanges of the
principal amount of Notes that had been represented by (i) a Temporary Global
Bearer Note [or (ii) a Global Bearer Note that is part of a Unit (an “Attached
Unit Note”)]3 for an
interest in this Note and (C) reductions of the principal amount of this Note as
a result of (i) cancellation upon the application of such amount to the
settlement of Purchase Contracts or the exercise of Warrants, (ii) redemption at
the option of the Issuer or (iii) repayments at the option of the Holder have
been made:

     

     

    
      	
              
                 

                Date
      of Exchange, Cancellation Redemption, or Repayment

              

            	 	
              
                 

                
                  Principal
      Amount Exchanged From Temporary Global Notes

                

              

            	 	
              
                 

                [Principal
      Amount Exchanged From an Attached Unit Note]3

              

            	 	
              
                 

                [Principal
      amount Exchanged For separated Note]2

              

            	 	
              
                 

                Principal
      Amount Exchanged For Definitive Bearer Notes

              

            	 	
              
                 

                Principal
      Amount Exchanged for Definitive Registered Notes

              

            	 	
              
                 

                
                  Principal
      Amount Redeemed at the Option of the Issuer

                

              

            	 	
               Principal
      amount Repaid at the Option of the Holder

            	 	
               Principal
      Amount Cancelled

            	 	
               Remaining Principal
      Amount Outstanding Following such Exchange, Cancellation Redemption or
      Repayment

            	 	
              
                 

                Notation
      Made by or on behalf of Paying Agent

              

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 
      


    

    
 

      

      
        

      

    

    
      1 This
Schedule A-1 needed only if this Note is issued as part of, or in relation to, a
Unit and is not intended to be an NGN.

    

    
      2 Applies
only if this Note is attached to a Unit.

    

    
      3 Applies
only if this Note has been separated from a Unit.

       

      B-2