FORM OF FLOATING RATE SENIOR NOTE 	 
	
      REGISTERED 	 		U.S. $ 
	
      No. FLR-1 	 		CUSIP:
61747S413 






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

















  MORGAN STANLEY

  SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES F

  (Floating Rate)

  

  CAPITAL PROTECTED NOTE DUE AUGUST 20, 2011

BASED ON A GLOBAL BASKET OF INDICES



	BASE RATE: None	ORIGINAL ISSUE DATE: 	
	MATURITY DATE: See “Maturity Date” below.

	INDEX MATURITY: N/A	INTEREST ACCRUAL DATE: N/A	INTEREST PAYMENT DATE(S): N/A
	SPREAD (PLUS OR MINUS): N/A	INITIAL INTEREST RATE: N/A	INTEREST PAYMENT PERIOD: N/A
	SPREAD MULTIPLIER: N/A	INITIAL INTEREST RESET DATE: N/A	INTEREST RESET PERIOD: N/A
	REPORTING SERVICE: N/A	MAXIMUM INTEREST RATE: N/A	INTEREST RESET DATE(S): N/A
	INDEX CURRENCY: N/A	MINIMUM INTEREST RATE: N/A	
	CALCULATION AGENT: See “Calculation
    Agent” below.

	EXCHANGE RATE AGENT: N/A	INITIAL REDEMPTION DATE: N/A	SPECIFIED CURRENCY: U.S. dollars
	 	INITIAL REDEMPTION PERCENTAGE:
    N/A	
	IF SPECIFIED CURRENCY OTHER THAN
        U.S. DOLLARS, OPTION TO ELECT PAYMENT
    IN U.S. DOLLARS: N/A

	 	
	ANNUAL REDEMPTION PERCENTAGE REDUCTION:
    N/A
	DESIGNATED CMT TELERATE PAGE:
    N/A
	 	OPTIONAL REPAYMENT DATE(S): N/A	DESIGNATED CMT MATURITY INDEX:
    N/A
	 	REDEMPTION NOTICE PERIOD: N/A	 
	 	
	TAX REDEMPTION AND PAYMENT OF
    ADDITIONAL AMOUNTS: NO
	 
	 	
	IF YES, STATE INITIAL OFFERING
    DATE: N/A
	OTHER PROVISIONS: See below.





	Denominations
	 		and integral multiples thereof
	
	 	 	 
	Stated Principal Amount 	 	 
	 	 	 
	Pricing Date	 	 


2

  
  

  













	Listed or Not Listed

Basket Setting Date
		 		Listed

For the S&P 500 Index, the Pricing Date. For
    the Dow Jones EURO STOXX 50 Index and the Nikkei 225 Index, the Index Business
    Day for such Basket Index (as defined below) immediately following the Pricing
    Date.
	
	 	 	 
	Maturity Date
		 		August 20, 2011, subject to extension if the scheduled Determination Date or final Determination Date, as applicable, is postponed in accordance with the definition thereof.

If the Determination Date or final Determination Date, as applicable, is postponed so that it falls less than two scheduled Trading Days prior to the scheduled Maturity Date, the Maturity Date shall be the second scheduled
Trading Day following the Determination Date or final Determination Date, as applicable, as postponed. See the definition of Determination Date below.

In the event that the Maturity Date of this Note
    is postponed due to a postponement of the Determination Date or final Determination
    Date, as applicable, as described above, the Issuer shall give notice of
    such postponement and, once it has been determined, of the date to which
    the Maturity Date has been rescheduled (i) to the holder of this Note by
    mailing notice of such postponement by first class mail, postage prepaid,
    to the holder’s last address as it shall
appear upon the registry books, (ii) to the Trustee by telephone or facsimile confirmed by mailing such notice to the Trustee by first class mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the
“Depositary”) by telephone or facsimile confirmed by mailing such notice
to the Depositary by first class mail, postage prepaid. Any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder of this Note receives the notice. The Issuer
shall give such notice as promptly as possible, and in no case later than (i)
with respect to notice of postponement of the Maturity Date, the Business Day
immediately following the scheduled Determination
	






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	 	 	Date or final Determination Date,
          as applicable, and
      (ii) with respect to notice of the date to which Maturity
      Date has been rescheduled, the Business Day
      immediately following the scheduled Determination
      Date or the final etermination Date, as applicable, as
    postponed.

	 	 	 
	Basket Indices	 	The Basket Indices (also referred to as the
        Underlying
Indices ) and their respective Price Sources,
Weightings and Multipliers are set forth in the table below. 





	 	Basket Indices 	Bloomberg
              Page 	Weighting 	Multiplier 
	 	Dow Jones EURO STOXX 50
    SM Index: 	SX5E 	33.3333% 	 
	 	S&P 500® Index: 	SPX 	33.3333% 	 
	 	Nikkei 225® Index: 	NKY 	33.3333% 	 





	 		 		References to Basket
	      Indices shall include any Successor Indices (as defined under “Discontinuance of any Underlying Index; Alteration of Method of Calculation” below),
	      unless the context requires otherwise.
	
	 	 	 
	Underlying Index Publishers
		 		For the S&P 500 Index, Standard & Poor’s® Corporation, for the Dow Jones EURO STOXX 50 Index, STOXX Limited, and for the
Nikkei 225 Index, Nikkei Inc.
	
	 	 	 
	Payment at Maturity
		 		At maturity, upon delivery of this Note to the Trustee, the Issuer shall pay with respect to each Stated Principal Amount of this Note an amount in cash equal to the Stated Principal Amount of this Note
plus the Supplemental Redemption Amount, if any.

The Issuer shall, or shall cause the Calculation Agent to, (i) provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, and to the Depositary of the Payment at Maturity on
or prior to 10:30 a.m. on the Trading Day preceding the Maturity Date (but if such Trading Day is not a Business Day, prior to the close of business on the Business Day preceding the Maturity Date) and (ii) deliver the aggregate cash amount due with
respect to this Note to the Trustee for
	






  4

  
  

  













	 		 		delivery to the holder of this Note on the Maturity Date.
	
	 	 	 
	Supplemental Redemption	 	 
	   Amount
	 		The Supplemental Redemption
	      Amount shall be equal to (i) the Stated Principal Amount times (ii)
	      the Participation Rate times (iii) the Index Percent Change; provided that
    the Supplemental Redemption Amount shall not be less than zero. The
    Calculation Agent shall calculate the Supplemental
    Redemption Amount for this Note on the Determination Date, or, in the case
    of multiple Determination Dates, on the final Determination Date.
	
	 		 		 
	Participation Rate

Index Percent Change
		 		%

The Index Percent Change is a fraction, the denominator of which shall be the Initial Index Value and the numerator shall be the Final Index Value less the Initial
Index Value. The Index Percent Change for the basket of indices is described by the following formula:

	 	 	
	 	 	 
	Final Index Value
		 		1. For a Note with a single Determination Date:

The Final Index Value for the basket of indices shall be the Basket Closing Value on the Determination Date.

2. For a Note with multiple Determination Dates:

The arithmetic average of the Basket Closing Values
    on the Determination Dates as calculated by the Calculation Agent (the “Final Average Index Value”).

The Calculation Agent will take into account Market
    Disruption Events and non-Index Business Days in any calculation of the Final
    Index Value or Final Average Index Value, as described under “Determination Date”
below.
	
	 	 	
	Initial Index Value
		 			






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	Basket Closing Value
		 		On any date is the sum
	      of the products of the Index Closing Value of each of the Basket Indices
	      and the applicable multiplier for each of the Basket Indices, specified
	      above under “Basket
Indices”. In certain circumstances, the Basket Closing Value shall be based on the alternate calculation of the Basket Indices described under “Discontinuance
of any Underlying Index; Alteration of Method of Calculation.”
	
	 	 	 
	Index Closing Value of each	 	 
	   Basket Index
	 		On any Index Business
	      Day for the relevant Basket Index, the closing value of the Basket Index,
	      or any Successor Index (as defined under “Discontinuance of any Underlying Index; Alteration of
Method of Calculation” below) published at the regular weekday close of trading on that Index Business Day in the specified Price Source. In certain circumstances, the Index Closing Value shall be based on the alternate calculation of the
Basket Index as described under “Discontinuance of any Underlying Index;
Alteration of Method of Calculation.”

In this Note, references to a Basket Index shall include any Successor Index of such Basket Index, unless the context requires otherwise.
	
	 	 	 
	Price Source
		 		Price Source means, with
	      respect to each Basket Index, the display page for such Basket Index,
	      or any successor page, specified under “Basket Indices” above,
	      which shall be used by the Calculation Agent to determine the Index Closing
	      Value of each Basket Index. If such service or any successor service no
	      longer displays the Index Closing Value of any Basket Index, then the
	      Calculation Agent shall designate an alternate source of such Index Closing
	      Value, which shall be the Underlying Index Publisher of such index, unless
	      the Calculation Agent, in its sole discretion, determines that an alternate
	      service has become the market standard for transactions related to such
	      index.
	
	 	 	 
	Determination Date
		 		The Determination Date shall be August 17, 2011, subject to adjustment for non-Index Business Days or Market Disruption Events with respect to a Basket Index as described in the following
paragraph.
	






  6
















	 		 		If any scheduled Determination Date is not an Index Business Day with respect to any Basket Index, such Determination Date for that Basket Index shall be the immediately succeeding Index Business Day
for that Basket Index. If a Market Disruption Event with respect to a Basket Index occurs on any scheduled Determination Date, the Basket Closing Value solely with respect to such affected Basket Index shall be determined on the immediately
succeeding Index Business Day on which no Market Disruption Event shall have occurred with respect to such affected Basket Index, and the Basket Closing Value shall be determined on the later of such date as so postponed and the date on which the
Index Closing Value for each of the Basket Indices is available; provided that the Final Index Value or Final Average Index Value, as applicable, shall not be determined on a date later than
the fifth scheduled Index Business Day after the scheduled Determination Date or final Determination Date, as applicable, and if such date is not an Index Business Day, or if there is a Market Disruption Event on such date, the Calculation Agent
shall determine the Final Index Value or the Final Average Index Value, as applicable, using the Index Closing Value of the affected Basket Index as determined by the Calculation Agent in accordance with the formula for calculating such index last
in effect prior to the commencement of the Market Disruption Event (or prior to the non-Index Business Day), without rebalancing or substitution, using the closing price (or, if trading in the relevant securities has been materially suspended or
materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension, limitation or non-Index Business Day) on such date of each security most recently constituting the affected Basket Index.
	
	 	 	 
	Trading Day
		 		Trading Day means a day,
	      as determined by the Calculation Agent, on which trading is generally
	      conducted on the New York Stock Exchange LLC (“NYSE”), the American
	      Stock Exchange LLC, The NASDAQ Stock Market LLC, the Chicago Mercantile
	      Exchange and the Chicago Board of Options Exchange
	






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	 		 		and in the over-the-counter market for equity securities in the United States.
	
	 	 	 
	Index Business Day
		 		Index Business Day means a day, for each Basket Index separately, as determined by the Calculation Agent, on which trading is generally conducted on each of the Relevant Exchange(s) for such Basket
Index, other than a day on which trading on such exchange(s) is scheduled to close prior to the time of the posting of its regular final weekday closing price.
	
	 	 	 
	Market Disruption Event
		 		Market Disruption Event means, with respect to any Basket Index, the occurrence or existence of any of the following events, as determined by the Calculation Agent in its sole discretion:

(i) (a) a suspension, absence or material limitation of trading of stocks then constituting 20 percent or more of the value of such Basket Index (or the Successor Index) on the Relevant Exchange(s) for such securities for more
than two hours of trading or during the one- half hour period preceding the close of the principal trading session on such Relevant Exchange(s); or

(b) a breakdown or failure in the price and trade reporting systems of any Relevant Exchange as a result of which the reported trading prices for stocks then constituting 20 percent or more of the value of such Basket Index (or
the Successor Index) during the last one-half hour preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate; or

(c) the suspension, material limitation or absence of trading on any major U.S. securities market for trading in futures or options contracts or exchange traded funds related to such Basket Index (or the Successor Index) for
more than two hours of trading or during the one-half hour period preceding the close of the principal trading session on such market; and

(ii) a determination by the Calculation Agent in its sole discretion that any event described in clause (i) above materially interfered with the ability the Issuer or the ability of any of its affiliates to unwind or adjust all
or
	






  8
















			 		a material portion of the hedge with respect to this Note, provided that
	        this clause (ii) shall not apply to this Note if it is listed on a securities
	        exchange, unless otherwise noted under “Listed or not Listed” above.

For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in any Basket Index is materially suspended or materially limited at that time, then the relevant percentage
contribution of that security to the value of such Basket Index shall be based on a comparison of (x) the portion of the value of such Basket Index attributable to that security relative to (y) the overall value of such Basket Index, in each case
immediately before that suspension or limitation.

For the purpose of determining whether a Market
    Disruption Event has occurred: (1) a limitation on the hours or number of
    days of trading will not constitute a Market Disruption Event if it results
    from an announced change in the regular business hours of the Relevant Exchange(s)
    or market, (2) a decision to permanently discontinue trading in the relevant
    futures or options contract or exchange traded fund will not constitute a
    Market Disruption Event, (3) limitations pursuant to the rules of any Relevant
    Exchange similar to NYSE Rule 80A (or any applicable rule or regulation enacted
    or promulgated by any other self- regulatory organization or any government
    agency of scope similar to NYSE Rule 80A as determined by the Calculation
    Agent) on trading during significant market fluctuations will constitute
    a suspension, absence or material limitation of trading, (4) a suspension
    of trading in futures or options contracts or exchange traded funds on any
    Basket Index by the primary securities market trading in such contracts or
    funds by reason of (a) a price change exceeding limits set by such securities
    exchange or market, (b) an imbalance of orders relating to such contracts
    or funds, or (c) a disparity in bid and ask quotes relating to such contracts
    or funds will constitute a suspension, absence or material limitation of
    trading in futures or options contracts or exchange traded funds related
    to such Basket Index and (5) a “suspension,
absence or
	






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	 		 		material limitation of
	      trading” on any Relevant Exchange or on the primary market on which
	      futures or options contracts or exchange traded funds related to any Basket
	      Index are traded will not include any time when such securities market
	      is itself closed for trading under ordinary circumstances.
	
	 	 	 
	Relevant Exchange
		 		Relevant Exchange means with respect to each Basket Index separately, the primary exchange(s) or market(s) of trading for (i) any security then included in such Basket Index, or any Successor Index, and
(ii) any futures or options contracts related to such Basket Index or to any security then included in such Basket Index.
	
	 	 	 
	Alternate Exchange Calculation	 	 
	   in Case of an Event of Default
	 		If an event of default
	      with respect to this Note shall have occurred and be continuing, the Calculation
	      Agent shall determine the amount declared due and payable for each Stated
	      Principal Amount of this Note upon any acceleration of this Note (the “Acceleration Amount”),
	      which shall be equal to the Stated Principal Amount, plus the Supplemental
	      Redemption Amount, if any, determined as though the Index Closing Value
	      for any Determination Date scheduled to occur on or after the date of
	      such acceleration were the Index Closing Value on the date of acceleration.

If the maturity of this Note is accelerated because of an event of default as described above, the Issuer shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at its New York office, on which
notice the Trustee may conclusively rely, and to the Depositary of the Acceleration Amount due with respect to this Note as promptly as possible and in no event later than two Business Days after the date of such acceleration.
	
	 	 	 
	Calculation Agent
		 		Morgan Stanley & Co. Incorporated and its successors (“MS & Co.”)

All determinations made by the Calculation Agent shall be at the sole discretion of the Calculation Agent and shall, in the absence of manifest error, be
	






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			 		conclusive for all purposes and binding on the holder of this Note, the Trustee and the Issuer.

All calculations with respect to this Note shall
    be made by the Calculation Agent and shall be rounded to the nearest one
    billionth, with five ten-billionths rounded upward (e.g., .9876543215 would
    b e rounded to.987654322); all dollar amounts related to
    determination of the amount of cash payable per each Stated Principal Amount
    of this Note shall be rounded to the nearest ten-thousandth, with five one
    hundred- thousandths rounded upward (e.g., .76545 would be rounded up to
    .7655); and all dollar amounts paid on the aggregate principal amount of
    this Note shall be rounded to the nearest cent, with one-half cent rounded
    upward.
	
	 		 		 
	
	Discontinuance of any Underlying 	 	 
	   Index; Alteration of Method of	 	 
	  Calculation

	 		If an Underlying Index
	      Publisher discontinues publication of a Basket Index and such Underlying
	      Index Publisher or another entity (including MS & Co.) publishes a successor or substitute index that
MS & Co., as the Calculation Agent, determines, in its sole discretion, to be comparable to the discontinued Basket Index (such index being referred to herein as a “Successor Index”),
then any subsequent Index Closing Value shall be determined by reference to the
published value of such Successor Index at the regular weekday close of trading
on any Index Business Day that the Index Closing Value is to be determined.

Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent shall cause written notice thereof to be furnished to the Trustee, to the Issuer and to the Depositary, as holder of this Note, within
three Trading Days of such selection.

If an Underlying Index Publisher discontinues
    publication of a Basket Index prior to, and such discontinuance is continuing
    on, any Determination Date or the date of acceleration and MS & Co.,
    as the Calculation Agent, determines, in its sole discretion, that no Successor
    Index is available at such time, then the Calculation Agent shall determine
    the Index
	






  11
















			 		Closing Value and/or Basket Closing Value for such Determination Date or date of acceleration. The Index Closing Value shall be computed by the Calculation Agent in accordance with the formula for and
method of calculating the Basket Index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price
that would have prevailed but for such suspension or limitation) at the close of the principal trading session of the Relevant Exchange on such Determination Date or date of acceleration of each security most recently constituting such Basket Index
without any rebalancing or substitution of such securities following such discontinuance.

If at any time the method of calculating a Basket
    Index or Successor Index, or the value thereof, is changed in a material
    respect, or if the Basket Index or Successor Index is in any other way modified
    so that such index does not, in the opinion of MS & Co., as the Calculation
    Agent, fairly represent the value of such index had such changes or modifications
    not been made, then, from and after such time, the Calculation Agent shall,
    at the close of business in New York City on each date on which the Index
    Closing Value and/or Basket Closing Value is to be determined, make such
    calculations and adjustments as, in the good faith judgment of the Calculation
    Agent, may be necessary in order to arrive at a value of a stock index comparable
    to the Basket Index or Successor Index, as the case may be, as if such changes
    or modifications had not been made, and the Calculation Agent shall calculate
    the Final Index Value or Final Average Index Value, as applicable, with reference
    to the Basket Index or Successor Index, as adjusted. Accordingly, if the
    method of calculating the Basket Index or Successor Index is modified so
    that the value of such index is a fraction of what it would have been if
    it had not been modified (e.g., due to a split in the index), then the Calculation Agent shall adjust such index in order to arrive at a value of the Basket Index or Successor Index as if it
had not been modified (e.g., as if such split had not occurred).
	






  12

















       Morgan Stanley,
  a Delaware corporation (together with its successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assignees, the
amount of cash, as determined in accordance with the provisions set forth under “Payment at Maturity” above,
due with respect to the principal sum of U.S.                     (UNITED STATES DOLLARS                          ) on the
Maturity Date specified above (except to the extent redeemed or repaid prior
to the maturity) and to pay interest thereon 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 the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until the principal hereof 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 weekly, monthly, quarterly, semiannually or annually
as specified above as the Interest Payment Period on each Interest Payment Date
(as specified above), commencing with the first Interest Payment Date next succeeding
the Interest Accrual Date specified above, and on the Maturity Date (or any redemption
or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as
defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such
second Interest Payment Date; and provided, further, that if an Interest Payment Date (other than the Maturity Date or 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, such payment shall be made on the following day that is a 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 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.
  The interest so payable, and punctually paid or duly provided for, on any Interest
  Payment Date will, subject to certain exceptions described herein, be paid
  to the person in whose name this Note (or one or more predecessor Notes) is
  registered at the close of business on the date 15 calendar days prior to such
  Interest Payment Date (whether or not a Business Day) (each such date, a “Record Date”); provided, however, that interest payable at maturity (or any redemption or repayment date) will be payable to the person to whom the
principal hereof shall be payable.


       Payment of the principal of and premium, if any, and interest on this Note due at maturity (or any redemption or repayment date), unless this Note is denominated in a Specified Currency other than
U.S. dollars and is to be paid in whole or in part in such Specified Currency, will be


  13

















  made in immediately available funds upon surrender
  of this Note at the office or agency of the Paying Agent, as defined on the
  reverse hereof, maintained for that purpose in the Borough of Manhattan, The
  City of New York, or at such other paying agency as the Issuer may determine,
  in U.S. dollars. U.S. dollar payments of interest, other than interest due
  at maturity or any date of redemption or repayment, will be made by U.S. dollar
  check mailed to the address of the person entitled thereto as such address
  shall appear in the Note register. A holder of U.S. $10,000,000 (or the
  equivalent in a Specified Currency) or more in aggregate principal amount of
  Notes having the same Interest Payment Date, the interest on which is payable
  in U.S. dollars, shall be entitled to receive payments of interest, other than
  interest due at maturity or on any date of redemption or repayment, by wire
  transfer of immediately available funds if appropriate wire transfer instructions
  have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.


       If this Note is denominated in a Specified Currency other than U.S. dollars, and the holder does not elect (in whole or in part) to receive payment in U.S. dollars pursuant to the next succeeding
paragraph, payments of principal, premium, if any, and interest with regard to this Note will be made by wire transfer of immediately available funds to an account maintained by the holder hereof with a bank located outside the United States if
appropriate wire transfer instructions have been received by the Paying Agent in writing, with respect to payments of interest, on or prior to the fifth Business Day after the applicable Record Date and, with respect to payments of principal or any
premium, at least ten Business Days prior to the Maturity Date or any redemption or repayment date, as the case may be; provided that, if payment of interest, principal or any premium with
regard to this Note is payable in euro, the account must be a euro account in a country for which the euro is the lawful currency, provided, further, that if such wire transfer instructions
are not received, such payments will be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as such address shall appear in the Note register; and provided,
further, that payment of the principal of this Note, any premium and the interest due at maturity (or on any redemption or repayment date) will be made upon surrender of this Note at the office or agency referred to in
the preceding paragraph.


       If so indicated on the face hereof, the holder of this Note, if denominated in a Specified Currency other than U.S. dollars, may elect to receive all or a portion of payments on this Note in U.S.
dollars by transmitting a written request to the Paying Agent, on or prior to the fifth Business Day after such Record Date or at least ten Business Days prior to the Maturity Date or any redemption or repayment date, as the case may be.  Such
election shall remain in effect unless such request is revoked by written notice to the Paying Agent as to all or a portion of payments on this Note at least five Business Days prior to such Record Date, for payments of interest, or at least ten
calendar days prior to the Maturity Date or any redemption or repayment date, for payments of principal, as the case may be.


       If the holder elects to receive all or a portion of payments of principal of, premium, if any, and interest on this Note, if denominated in a Specified Currency other than U.S. dollars, in U.S.
dollars, the Exchange Rate Agent (as defined on the reverse hereof) will convert such payments into U.S. dollars. In the event of such an election, payment in respect of this Note will be based upon the exchange rate as determined by the Exchange
Rate Agent based on the highest


  14

















  bid quotation in The City of New York received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the amount
of the Specified Currency payable in the absence of such an election to such holder and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, such payment will be made in the Specified Currency. All
currency exchange costs will be borne by the holder of this Note by deductions from such payments.


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


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


  15

















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

	DATED: 	 	MORGAN STANLEY 
	 	 	 	 	 
	 	 	By:	 
	 	 	 	

	 	 	 	 	 
	 	 	 	 	 


TRUSTEE’S CERTIFICATE

    OF
AUTHENTICATION

 This is one of the
    Notes referred

      to
  in the within-mentioned

      Senior
  Indenture.


  	THE BANK OF NEW YORK,
      as
	      Trustee 
	 	 	 
	By:	 
	 	

	 	Authorized Signatory  







  16

















  REVERSE OF SECURITY


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


       Unless otherwise indicated on the face hereof, this Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following
two paragraphs, 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. 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. Notice of redemption shall be mailed to the registered holders of the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 calendar days prior to the date fixed for redemption or within the Redemption Notice Period specified on the face hereof, subject to all the conditions and provisions of the Senior
Indenture. In the event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.


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


  17

















  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. For this Note to be repaid at the
  option of the holder hereof, the Paying Agent must receive at its corporate
  trust office in the Borough of Manhattan, The City of New York, at least 15
  but not more than 30 calendar days prior to the date of repayment, (i) this
  Note with the form entitled “Option
to Elect Repayment” below duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States setting forth the name of the holder of this Note, the principal amount hereof, the certificate number of this Note or a description of this Note’s tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the form entitled “Option to Elect Repayment” duly
completed, will be received by the Paying Agent not later than the fifth Business
Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if
this Note and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.


       If the face
  hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” this
  Note may be redeemed, as a whole, at the option of the Issuer at any time prior
  to maturity, upon the giving of a notice of redemption as described below,
  at a redemption price equal to 100% of the principal amount hereof, together
  with accrued interest to the date fixed for redemption, if the Issuer determines
  that, as a result of any change in or amendment to the laws (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.


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       If the face
  hereof indicates that this Note is subject to “Tax Redemption and Payment of Additional Amounts,” the
  Issuer will, subject to certain exceptions and limitations set forth below,
  pay such additional amounts (the “Additional Amounts”) to the holder of this Note 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 thereof or therein, 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 any such holder who is a
U.S. Alien for or on account of: 

     (a) any present or future tax,
      assessment or other governmental charge that would not have been so imposed
      but for (i) the existence of any present or former connection between such
      holder, or between a fiduciary, settlor, beneficiary, member or shareholder
      of such holder, if such holder is an estate, a trust, a partnership or
      a corporation for U.S. federal income tax purposes, and the United States,
      including, without limitation, such holder (, or such fiduciary, settlor,
      beneficiary, member or shareholder) being or having been a citizen or resident
      thereof or being or having been engaged in a trade or business or present
      therein or having, or having had, a permanent establishment therein or
      (ii) the presentation by or on behalf of the holder of this Note for payment
      on a date more than 15 calendar days after the date on which such payment
      became due and payable or the date on which payment thereof is duly provided
      for, whichever occurs later; 

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

     (c) any tax, assessment or
      other governmental charge imposed by reason of such holder’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 which
  accumulates earnings to avoid U.S. federal income tax or as a private foundation
  or other tax-exempt organization or a bank receiving interest under Section 881(c)(3)(A)
  of the Internal Revenue Code of 1986, as amended; 

     (d) 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; 

     (e) 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 such payment
  can be made without such withholding by any other Paying Agent in a city
  in Western Europe;

      (f) 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 or identity of the holder or beneficial
      owner of this Note, if such compliance is required by statute or by regulation
      of the United States or of any political subdivision or taxing authority
      thereof or therein as a precondition to relief or exemption from such tax,
      assessment or other governmental charge;


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       (g) any tax,
  assessment or other governmental charge imposed by reason of such holder’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 

      (h)
      any combination of items (a), (b), (c), (d), (e), (f) or (g).


       In addition, the Issuer shall not be required to make any payment of Additional Amounts (i) to any such holder 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 (ii) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting this Note or the relevant coupon to another Paying Agent in a member state of the European Union. Nor shall the Issuer pay Additional Amounts with respect to any payment on this Note to a U.S. Alien who is a
fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of
a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.


       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 Dates. The Interest Reset Dates will be the Interest Reset
Dates specified on the face hereof; provided, however,
that (a) the interest rate in effect for the period from the Interest Accrual
Date to the Initial Interest Reset Date will be the Initial Interest Rate and
(b) unless otherwise specified on the face hereof, the interest rate in effect
for the ten calendar days immediately prior to maturity, redemption or repayment
will be that in effect on the tenth calendar day preceding such maturity, redemption
or repayment date. If any Interest Reset Date would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if the Base Rate specified on the face
hereof is LIBOR or EURIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.
As used herein, “Business Day” means any day, other than a Saturday
or Sunday, (a) that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close (x) in The City of New
York 


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  or (y) if this Note is denominated in a Specified
  Currency other than U.S. dollars, euro or Australian dollars, in the principal
  financial center of the country of the Specified Currency, or (z) if this Note
  is denominated in Australian dollars, in Sydney and (b) if this Note is denominated
  in euro, that is also a day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer System (“TARGET”) is operating (a “TARGET Settlement Day”).


       The Interest
  Determination Date pertaining to an Interest Reset Date for Notes bearing interest
  calculated by reference to the Federal Funds Rate, Federal Funds (Open) Rate
  and Prime Rate shall be on the Business Day prior to the Interest Reset Date.
  The Interest Determination Date pertaining to an Interest Reset Date for Notes
  bearing interest calculated by reference to the CD Rate, Commercial Paper Rate
  and CMT Rate will be the second Business Day prior to such Interest Reset Date.
  The Interest Determination Date pertaining to an Interest Reset Date for Notes
  bearing interest calculated by reference to EURIBOR (or to LIBOR when the Index
  Currency is euros) shall be the second TARGET Settlement Day prior 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 such Interest Reset Date, except that the Interest
  Determination Date pertaining to an Interest Reset Date for a LIBOR Note for
  which the Index Currency is pounds sterling will be such Interest Reset Date.
  As used herein, “London Banking Day” means any day on which
  dealings in deposits in the Index Currency (as defined herein) are transacted
  in the London interbank market. The Interest Determination Date pertaining
  to an Interest Reset Date for Notes bearing interest calculated by reference
  to the Treasury Rate shall be the day of the week in which such Interest Reset
  Date falls on which Treasury bills normally would be auctioned. Treasury Bills
  are normally sold at auction on Monday of each week, unless that day is a legal
  holiday, in which case the auction is normally held on the following Tuesday,
  except that the auction may be held on the preceding Friday; provided, however, that if an auction is held on the Friday of the week preceding such Interest Reset Date, the Interest Determination Date shall
be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to two or more base rates will be the latest
Business Day that is at least two Business Days before the Interest Reset Date for the applicable Note on which each base rate is determinable.


       Unless otherwise
  specified on the face hereof, the “Calculation Date” pertaining
  to an Interest Determination Date, 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 


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  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 either Morgan Stanley & Co.
Incorporated or Morgan Stanley DW Inc., as applicable.


       (iii) If the dealers selected by the Calculation Agent are not quoting as set forth 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:


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       (i) If the
  above rate is not published by 3:00 p.m., New York City time, on the Calculation
  Date, then the Commercial Paper Rate shall be the Money Market Yield of the
  rate on that Interest Determination Date for commercial paper of the Index
  Maturity specified on the face hereof as published in the H.15 Daily Update,
  or other recognized electronic source used for the purpose of displaying the
  applicable rate, under the heading
“Commercial Paper Nonfinancial.”

      (ii) If by 3:00 p.m., New
      York City time, on that Calculation Date the rate is not yet published
      in either H.15(519) or the H.15 Daily Update, or other recognized electronic
      source used for the purpose of displaying the applicable rate, then the
      Calculation Agent shall determine the Commercial Paper Rate to be the Money
      Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m.,
      New York City time, on that Interest Determination Date of three leading
      dealers of U.S. dollar commercial paper in The City of New York, which
      may include the initial dealer and its affiliates, selected by the Calculation
      Agent (after consultation with the Issuer), for commercial paper of the
      Index Maturity specified on the face hereof, placed for an industrial issuer
      whose bond rating is “Aa,” or
  the equivalent, from a nationally recognized statistical rating agency.


       (iii) If the dealers selected by the Calculation Agent are not quoting as set forth 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:




  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 Moneyline Telerate, or any successor
  service, on page 248 or any other page as may replace page 248 on that service
(“Telerate Page 248”) as of 11:00 a.m., Brussels time.


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


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       (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, the EURIBOR rate for that Interest Determination Date shall remain the EURIBOR for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.


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


       Determination of the Federal Funds Rate. If
  the Base Rate specified on the face hereof is the “Federal Funds Rate,” for any Interest Determination Date, the Federal Funds Rate with respect to this Note shall be the rate on that date for U.S. dollar federal funds as published in H.15(519) under the heading “Federal Funds (Effective)”
as displayed on Moneyline Telerate, or any successor service, on page 120 or
any other page as may replace page 120 on that service (“Telerate Page 120”).


       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 


  24

















  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 Moneyline Telerate, or any successor
service, on page 5 or any other page as may replace page 5 on that service, (“Telerate 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:


  25

















       (i) As of the
  Interest Determination Date, LIBOR shall be either (a) if “LIBOR Reuters” is
  specified as the Reporting Service on the face hereof, 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, that appear on the
  Designated LIBOR Page, as defined below, 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; except that if the specified Designated LIBOR Page,
  by its terms provides only for a single rate, that single rate shall be used;
  or (b) if “LIBOR Telerate” is specified as the Reporting Service
  on the face hereof, the rate 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 appears on the Designated LIBOR Page at approximately 11:00 a.m., London
time, on that Interest Determination Date. 


       (ii) If (a) fewer than two offered rates appear and LIBOR Reuters is specified on the face hereof, or (b) no rate appears and the face hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters
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.


       (iii) If at least two quotations are provided, LIBOR determined on that Interest Determination Date shall be the arithmetic mean of those quotations. If fewer than two quotations are provided, LIBOR
shall be determined for the applicable Interest Reset Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., London time, 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, the LIBOR rate for that Interest Determination Date shall remain the 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.


  26

















       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
  either: (a) if LIBOR Reuters is designated as the Reporting Service on the
  face hereof, the display on the Reuters Money 3000 Service for the purpose
  of displaying the London interbank rates of major banks for the applicable
  Index Currency or its designated successor, or (b) if LIBOR Telerate is designated
  as the Reporting Service on the face hereof, the display on Moneyline Telerate,
  or any successor service, on the page specified on the face hereof, 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.


       If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for the applicable Index Currency shall be determined as if LIBOR Telerate were specified, and, if the U.S. dollar is
the Index Currency, as if Page 3750 had been specified.


       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, then 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 Screen
      USPRIME 1 Page, 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 Screen USPRIME 1 Page by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent shall
determine the Prime Rate to be the arithmetic mean of the Prime Rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that Interest Determination Date by at least three major banks in The
City of New York, which may include affiliates of the initial dealer, selected by the Calculation Agent (after consultation with the Issuer).


       (iv) If the banks selected by the Calculation Agent are not quoting as set forth above, the Prime Rate for that Interest Determination Date shall remain the Prime Rate for the immediately 


  27

















  preceding Interest Reset Period, or, if there was no Interest Reset Period, the rate of interest payable shall be the Initial Interest Rate.


       “Reuters Screen USPRIME 1 Page” means the display designated as page “USPRIME 1” on
  the Reuters Money 3000 Service, or any successor service, or any other page
  as may replace the USPRIME 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 Moneyline Telerate, or any successor service, on page 56 or any
  other page as may replace page 56 on that service (“Telerate Page 56”)
  or page 57 or any other page as may replace page 57 on that service (“Telerate Page 57”); 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 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
      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


  28

















initial dealer and its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; or 

     (vii) if the dealers selected by
    the Calculation Agent are not quoting as described in (vi), the Treasury
    Rate for the immediately preceding Interest Reset Period, or, if there was
    no Interest Reset Period, the rate of interest payable shall be the Initial
    Interest Rate.


       The “Bond Equivalent Yield” means
  a yield calculated in accordance with the following formula and expressed as
a percentage:




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


       Determination of CMT Rate. If
  the Base Rate specified on the face hereof is the “CMT Rate,” for
any Interest Determination Date, the CMT Rate with respect to this Note shall be the rate displayed on the Designated CMT Telerate 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 Telerate Page is 7051; 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 Telerate Page is 7052.


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


       (ii) If the above rate is no longer published, or if not published by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate shall be the Treasury Constant Maturity Rate for
the Designated CMT Maturity Index or other U.S. Treasury rate for the Designated CMT Maturity Index on the Interest Determination 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 Telerate Page and published in the relevant H.15(519).


  29

 

















       (iii) If the
  information set forth 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.


       (v) If three or four, and not five, of the reference dealers are quoting as described in (iv) above, then the CMT Rate for that Interest Determination Date shall be based on the arithmetic mean of the
offer prices obtained and neither the highest nor the lowest of those quotes shall be eliminated.


       (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 Telerate Page” means
  the display on Moneyline Telerate, 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 page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, 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 in the applicable 


  30

















  pricing supplement for which the CMT Rate shall be calculated. If no maturity is specified on the face hereof, the Designated CMT Maturity Index shall be two years.


       Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The
Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States Federal law of general application.


       At the request of the holder hereof, the Calculation Agent will provide to the holder hereof the interest rate hereon then in effect and, if determined, the interest rate that will become effective as
of the next Interest Reset Date.


       Unless otherwise
  indicated on the face hereof, interest payments on this Note shall be the amount
  of interest accrued from and including the Interest Accrual Date or from and
  including the last date to which interest has been paid or duly provided for
  to but excluding the Interest Payment Dates or 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 face amount hereof 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. 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 resulting from any calculation of the
  rate of interest on this Note will be rounded, if necessary, to the nearest
  one hundred-thousandth of a percentage point with (.000005% being rounded up
  to .00001%) and all U.S. dollar amounts used in or resulting from such calculation
  on this Note will be rounded to the nearest cent, with one-half cent rounded
  upward. All Japanese Yen amounts used in or resulting from such calculations
  will be rounded downwards to the next lower whole Japanese Yen amount. All
  amounts denominated in any other currency used in or resulting from such calculations
  will be rounded to the nearest two decimal places in such currency, with .005
  being rounded up to .01. The interest rate in effect on any Interest Reset
  Date will be the applicable rate as reset on such date. The interest rate applicable
  to any other day is the interest rate from the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate).


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


       This Note,
  and any Note or Notes issued upon transfer or exchange hereof, is issuable
  only in fully registered form, without coupons, and, if denominated in U.S.
  dollars, unless otherwise stated above, is issuable only in denominations of
U.S. $1,000 and any integral multiple of U.S. 


  31

















  $1,000 in excess thereof. If this Note is denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, it is issuable only in denominations of the
equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units
of such Specified Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined by reference
to the noon dollar buying rate in The City of New York for cable transfers of
such Specified Currency published by the Federal Reserve Bank of New York (the “Market Exchange Rate”)
on the Business Day immediately preceding the date of issuance.


       The Trustee
  has been appointed registrar for the Notes, and the Trustee will maintain at
  its office in The City of New York a register for the registration and transfer
  of Notes. This Note may be transferred at the aforesaid office of the Trustee
  by surrendering this Note for cancellation, accompanied by a written instrument
  of transfer in form satisfactory to the Issuer and the Trustee and duly executed
  by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Trustee shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Trustee will not be required (i) to register the transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note
in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Senior Indenture with respect to the redemption of
Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Notes will be free of charge, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and
the Trustee and executed by the registered holder in person or by the holder’s
attorney duly authorized in writing. The date of registration of any Note delivered
upon any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.


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


  32

















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


       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 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 impair or 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 the consent of the holders of which is required for any such supplemental indenture.


       Except as set forth below, if the principal of, premium, if any, or interest on, this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to
the Issuer for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Issuer or is no longer used by the government of the country issuing such currency or for the settlement of
transactions by public institutions 


  33

















  within the international banking community, then
  the Issuer will be entitled to satisfy its obligations to the holder of this
  Note by making such payments in U.S. dollars on the basis of the Market Exchange
  Rate on the date of such payment or, if the Market Exchange Rate is not available
  on such date, as of the most recent practicable date; provided, however, that
  if the euro has been substituted for such Specified Currency, the Issuer may
  at its option (or shall, if so required by applicable law) without the consent
  of the holder of this Note effect the payment of principal of 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 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.
Incorporated, unless otherwise indicated on the face hereof.


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


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


       With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at


  34

















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


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


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


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


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


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


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


  35
















ABBREVIATIONS

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

	 	TEN COM 	– 	as tenants
        in common 
	 	 	 	 
	 	TEN ENT 	– 	as tenants
        by the entireties 
	 	 	 	 
	 	JT TEN 	– 	as joint
        tenants with right of survivorship and not as tenants in common 
	 	 	 	 


	 	UNIF
        GIFT MIN ACT – 	 
	Custodian	 
	 
	 	 	(Minor)	 	(Cust)	 
	 	 	 	 	 	 






	 	Under
        Uniform Gifts to Minors Act	 
	 
				
	 	 	(State)	 
	 	 	 	 
	 	Additional
        abbreviations may also be used though not in the above list.


	 	 	 	 
	 	 	 
	 
				





  36













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



 ____________________________________________

  [PLEASE INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING
  NUMBER OF ASSIGNEE]

	 

	 
	 

	 
	 

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



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

 Dated: _______________________

 

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


37















OPTION TO ELECT
REPAYMENT

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

	 

	 
	 

	 
	 

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




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

	 	 	 
	Dated:
        ________________________ 	 	_________________________________________
			NOTICE: The signature
        on this Option to Elect 

      Repayment must correspond with the name as 

      written upon the face of the within instrument in 

      every particular without alteration or enlargement.



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