EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE

REGISTERED                                                REGISTERED
No. FXR                                                   U.S. $
                                                          CUSIP:

     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.



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<PAGE>


                                 MORGAN STANLEY
                   SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES C
                                  (Fixed Rate)

                         STOCK PARTICIPATION ACCRETING
               REDEMPTION QUARTERLY-PAY SECURITIES(SM) ("SPARQS")

                         7% SPARQS(R) DUE MARCH 1, 2005
                            MANDATORILY EXCHANGEABLE
                         FOR SHARES OF COMMON STOCK OF
                                 CORNING, INC.


<TABLE>
----------------------------------------------------------------------------------------------------------------
<S>                     <C>                          <C>                            <C>
ORIGINAL ISSUE DATE:    INITIAL REDEMPTION           INTEREST RATE:   % per         MATURITY DATE:
                            DATE: See "Morgan          annum (equivalent              See "Maturity Date"
                            Stanley Call Right"        to $        per annum per      below.
                            below.                     SPARQS)
----------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL        INITIAL REDEMPTION           INTEREST PAYMENT               OPTIONAL
  DATE:                   PERCENTAGE: See              DATE(S): See "Interest         REPAYMENT
                          "Morgan Stanley Call         Payment Dates" below.          DATE(S):  N/A
                          Right" and "Call Price"
                          below.
----------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:     ANNUAL REDEMPTION            INTEREST PAYMENT               APPLICABILITY OF
  U.S. dollars            PERCENTAGE                   PERIOD: Quarterly              MODIFIED
                          REDUCTION: N/A                                              PAYMENT UPON
                                                                                      ACCELERATION OR
                                                                                      REDEMPTION: See
                                                                                      "Alternate Exchange
                                                                                      Calculation in Case of
                                                                                      an Event of Default"
                                                                                      below.
----------------------------------------------------------------------------------------------------------------
IF SPECIFIED            REDEMPTION NOTICE            APPLICABILITY OF               If yes, state Issue Price:
  CURRENCY OTHER          PERIOD: At least 10          ANNUAL INTEREST                N/A
  THAN U.S. DOLLARS,      days but no more than        PAYMENTS: N/A
  OPTION TO ELECT         30 days.  See "Morgan
  PAYMENT IN U.S.         Stanley Call Right" and
  DOLLARS: N/A            "Morgan Stanley Notice
                          Date" below.
----------------------------------------------------------------------------------------------------------------
EXCHANGE RATE           TAX REDEMPTION               PRICE APPLICABLE               ORIGINAL YIELD TO
  AGENT: N/A              AND PAYMENT OF             UPON OPTIONAL                    MATURITY: N/A
                          ADDITIONAL                 REPAYMENT: N/A
                          AMOUNTS: N/A
----------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:       IF YES, STATE INITIAL
  See below.            OFFERING DATE: N/A
----------------------------------------------------------------------------------------------------------------
</TABLE>

Issue Price....................$        per each $       principal amount of
                               this SPARQS

Maturity Date..................March 1, 2005, subject to acceleration as
                               described below in "Price Event Acceleration"
                               and "Alternate Exchange Calculation in Case of
                               an Event of Default" and subject


                                      A-2
<PAGE>


                               to extension if the Final Call Notice Date is
                               postponed in accordance with the following
                               paragraph.

                               If the Final Call Notice Date is postponed
                               because it is not a Trading Day or due to a
                               Market Disruption Event or otherwise and the
                               Issuer exercises the Morgan Stanley Call Right,
                               the Maturity Date shall be postponed so that the
                               Maturity Date will be the tenth calendar day
                               following the Final Call Notice Date. See "Final
                               Call Notice Date" below.

                               In the event that the Final Call Notice Date is
                               postponed because it is not a Trading Day or due
                               to a Market Disruption Event or otherwise, the
                               Issuer shall give notice of such postponement as
                               promptly as possible, and in no case later than
                               two Business Days following the scheduled Final
                               Call Notice Date, (i) to the holder of this
                               SPARQS 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 SPARQS receives the notice. Notice of the
                               date to which the Maturity Date has been
                               rescheduled as a result of postponement of the
                               Final Call Notice Date, if applicable, shall be
                               included in the Issuer's notice of exercise of
                               the Morgan Stanley Call Right.

Interest Payment Dates.........

                               If the scheduled Maturity Date is postponed due
                               to a Market Disruption Event or otherwise, the
                               Issuer shall pay interest on the Maturity Date
                               as postponed rather than on March 1, 2005, but
                               no interest will accrue on this SPARQS or on
                               such payment during the period from or after the
                               scheduled Maturity Date.

Record Date....................Notwithstanding the definition of "Record Date"
                               on page 21 hereof, the Record Date for each
                               Interest Payment Date, including the Interest
                               Payment Date scheduled to


                                      A-3
<PAGE>


                               occur on the Maturity Date, shall be the date 5
                               calendar days prior to such scheduled Interest
                               Payment Date, whether or not that date is a
                               Business Day; provided, however, that in the
                               event that the Issuer exercises the Morgan
                               Stanley Call Right, no Interest Payment Date
                               shall occur after the Morgan Stanley Notice
                               Date, except for any Interest Payment Date for
                               which the Morgan Stanley Notice Date falls on or
                               after the "ex-interest" date for the related
                               interest payment, in which case the related
                               interest payment shall be made on such Interest
                               Payment Date; and provided, further, that
                               accrued but unpaid interest payable on the Call
                               Date, if any, shall be payable to the person to
                               whom the Call Price is payable. The "ex-
                               interest" date for any interest payment is the
                               date on which purchase transactions in the
                               SPARQS no longer carry the right to receive such
                               interest payment.

                               In the event that the Issuer exercises the
                               Morgan Stanley Call Right and the Morgan Stanley
                               Notice Date falls before the "ex-interest" date
                               for an interest payment, so that as a result a
                               scheduled Interest Payment Date will not occur,
                               the Issuer shall cause the Calculation Agent to
                               give notice to the Trustee and to the
                               Depositary, in each case in the manner and at
                               the time described in the second and third
                               paragraphs under "Morgan Stanley Call Right"
                               below, that no Interest Payment Date will occur
                               after such Morgan Stanley Notice Date.

Denominations..................$           and integral multiples thereof

Morgan Stanley Call Right......On any scheduled Trading Day on or after August
                                  , 2004 or on the Maturity Date (including the
                               Maturity Date as it may be extended and
                               regardless of whether the Maturity Date is a
                               Trading Day), the Issuer may call the SPARQS, in
                               whole but not in part, for mandatory exchange
                               for the Call Price paid in cash (together with
                               accrued but unpaid interest) on the Call Date.

                               On the Morgan Stanley Notice Date, the Issuer
                               shall give notice of the Issuer's exercise of
                               the Morgan Stanley Call Right (i) to the holder
                               of this SPARQS by mailing notice of such
                               exercise, specifying the Call Date on which the
                               Issuer shall effect such exchange, 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


                                      A-4
<PAGE>


                               New York office and (iii) to the Depositary in
                               accordance with the applicable procedures set
                               forth in the Blanket Letter of Representations
                               prepared by the Issuer. Any notice which is
                               mailed in the manner herein provided shall be
                               conclusively presumed to have been duly given,
                               whether or not the holder of this SPARQS
                               receives the notice. Failure to give notice by
                               mail or any defect in the notice to the holder
                               of any SPARQS shall not affect the validity of
                               the proceedings for the exercise of the Morgan
                               Stanley Call Right with respect to any other
                               SPARQS.

                               The notice of the Issuer's exercise of the
                               Morgan Stanley Call Right shall specify (i) the
                               Call Date, (ii) the Call Price payable per
                               SPARQS, (iii) the amount of accrued but unpaid
                               interest payable per SPARQS on the Call Date,
                               (iv) whether any subsequently scheduled Interest
                               Payment Date shall no longer be an Interest
                               Payment Date as a result of the exercise of the
                               Morgan Stanley Call Right, (v) the place or
                               places of payment of such Call Price, (vi) that
                               such delivery will be made upon presentation and
                               surrender of this SPARQS, (vii) that such
                               exchange is pursuant to the Morgan Stanley Call
                               Right and (viii) if applicable, the date to
                               which the Maturity Date has been extended due to
                               a Market Disruption Event as described under
                               "Maturity Date" above.

                               The notice of the Issuer's exercise of the
                               Morgan Stanley Call Right shall be given by the
                               Issuer or, at the Issuer's request, by the
                               Trustee in the name and at the expense of the
                               Issuer.

                               If this SPARQS is so called for mandatory
                               exchange by the Issuer, then the cash Call Price
                               and any accrued but unpaid interest on this
                               SPARQS to be delivered to the holder of this
                               SPARQS shall be delivered on the Call Date fixed
                               by the Issuer and set forth in its notice of its
                               exercise of the Morgan Stanley Call Right, upon
                               delivery of this SPARQS to the Trustee. The
                               Issuer shall, or shall cause the Calculation
                               Agent to, deliver such cash to the Trustee for
                               delivery to the holder of this SPARQS.

                               If this SPARQS is not surrendered for exchange
                               on the Call Date, it shall be deemed to be no
                               longer Outstanding under, and as defined in, the
                               Senior Indenture after the Call Date, except
                               with respect to the holder's right to receive
                               cash due in connection with the Morgan Stanley


                                      A-5
<PAGE>


                               Call Right.

Morgan Stanley Notice Date.....The scheduled Trading Day on which the Issuer
                               issues its notice of mandatory exchange, which
                               must be at least 10 but not more than 30 days
                               prior to the Call Date.

Final Call Notice Date.........February 19, 2005; provided that if February 19,
                               2005 is not a Trading Day or if a Market
                               Disruption Event occurs on such day, the Final
                               Call Notice Date will be the immediately
                               succeeding Trading Day on which no Market
                               Disruption Event occurs.

Call Date......................The day specified in the Issuer's notice of
                               mandatory exchange, on which the Issuer shall
                               deliver cash to the holder of this SPARQS, for
                               mandatory exchange, which day may be any
                               scheduled Trading Day on or after August  , 2004
                               or the Maturity Date (including the Maturity
                               Date as it may be extended and regardless of
                               whether the Maturity Date is a scheduled Trading
                               Day). See "Maturity Date" above.

Call Price.....................The Call Price with respect to any Call Date is
                               an amount of cash per each $     principal amount
                               of this SPARQS, as calculated by the Calculation
                               Agent, such that the sum of the present values
                               of all cash flows on each $      principal amount
                               of this SPARQS to and including the Call Date
                               (i.e., the Call Price and all of the interest
                               payments, including accrued and unpaid interest
                               payable on the Call Date), discounted to the
                               Original Issue Date from the applicable payment
                               date at the Yield to Call rate of    % per annum
                               computed on the basis of a 360-day year of
                               twelve 30-day months, equals the Issue Price, as
                               determined by the Calculation Agent.

Exchange at Maturity...........At maturity, subject to a prior call of this
                               SPARQS for cash in an amount equal to the Call
                               Price by the Issuer as described under "Morgan
                               Stanley Call Right" above or any acceleration of
                               the SPARQS, upon delivery of this SPARQS to the
                               Trustee, each $      principal amount of this
                               SPARQS shall be applied by the Issuer as payment
                               for a number of shares of the common stock of
                               Corning, Inc. ("Corning Stock") at the Exchange
                               Ratio, and the Issuer shall deliver with respect
                               to each $     principal amount of this SPARQS an
                               amount of Corning Stock equal to the Exchange
                               Ratio.

                               The amount of Corning Stock to be delivered at
                               maturity


                                      A-6
<PAGE>


                               shall be subject to any applicable adjustments
                               (i) to the Exchange Ratio (including, as
                               applicable, any New Stock Exchange Ratio or any
                               Basket Stock Exchange Ratio, each as defined in
                               paragraph 5 under "Antidilution Adjustments"
                               below) and (ii) in the Exchange Property, as
                               defined in paragraph 5 under "Antidilution
                               Adjustments" below, to be delivered instead of,
                               or in addition to, such Corning Stock as a
                               result of any corporate event described under
                               "Antidilution Adjustments" below, in each case,
                               required to be made through the close of
                               business on the third Trading Day prior to
                               maturity.

                               The Issuer shall, or shall cause the Calculation
                               Agent to, provide written notice to the Trustee
                               at its New York Office and to the Depositary, on
                               which notice the Trustee and Depositary may
                               conclusively rely, on or prior to 10:30 a.m. on
                               the Trading Day immediately prior to maturity of
                               this SPARQS (but if such Trading Day is not a
                               Business Day, prior to the close of business on
                               the Business Day preceding maturity of this
                               SPARQS), of the amount of Corning Stock (or the
                               amount of Exchange Property) or cash to be
                               delivered with respect to each $ principal
                               amount of this SPARQS and of the amount of any
                               cash to be paid in lieu of any fractional share
                               of Corning Stock (or of any other securities
                               included in Exchange Property, if applicable);
                               provided that if the maturity date of this
                               SPARQS is accelerated (x) because of a Price
                               Event Acceleration (as described under "Price
                               Event Acceleration" below) or (y) because of an
                               Event of Default Acceleration (as defined under
                               "Alternate Exchange Calculation in Case of an
                               Event of Default" below), the Issuer shall give
                               notice of such acceleration as promptly as
                               possible, and in no case later than (A) in the
                               case of an Event of Default Acceleration, two
                               Trading Days following such deemed maturity date
                               or (B) in the case of a Price Event
                               Acceleration, 10:30 a.m. on the Trading Day
                               immediately prior to the date of acceleration
                               (as defined under "Price Event Acceleration"
                               below), (i) to the holder of this SPARQS by
                               mailing notice of such acceleration 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
                               Depositary by telephone or facsimile confirmed
                               by mailing such notice to the Depositary by
                               first class


                                      A-7
<PAGE>


                               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 SPARQS
                               receives the notice. If the maturity of this
                               SPARQS is accelerated, no interest on the
                               amounts payable with respect to this SPARQS
                               shall accrue for the period from and after such
                               accelerated maturity date; provided that the
                               Issuer has deposited with the Trustee the
                               Corning Stock, the Exchange Property or any cash
                               due with respect to such acceleration by such
                               accelerated maturity date.

                               The Issuer shall, or shall cause the Calculation
                               Agent to, deliver any such shares of Corning
                               Stock (or any Exchange Property) and cash in
                               respect of interest and any fractional share of
                               Corning Stock (or any Exchange Property) and
                               cash otherwise due upon any acceleration
                               described above to the Trustee for delivery to
                               the holder of this Note. References to payment
                               "per SPARQS" refer to each $     principal amount
                               of this SPARQS.

                               If this SPARQS is not surrendered for exchange
                               at maturity, it shall be deemed to be no longer
                               Outstanding under, and as defined in, the Senior
                               Indenture, except with respect to the holder's
                               right to receive the Corning Stock (and, if
                               applicable, any Exchange Property) and any cash
                               in respect of interest and any fractional share
                               of Corning Stock (or any Exchange Property) and
                               any other cash due at maturity as described in
                               the preceding paragraph under this heading.

Price Event Acceleration.......If on any two consecutive Trading Days during
                               the period prior to and ending on the third
                               Business Day immediately preceding the Maturity
                               Date, the product of the Closing Price per share
                               of Corning Stock and the Exchange Ratio is less
                               than $2.00, the Maturity Date of this SPARQS
                               shall be deemed to be accelerated to the third
                               Business Day immediately following such second
                               Trading Day (the "date of acceleration"). Upon
                               such acceleration, the holder of each $
                               principal amount of this SPARQS shall receive
                               per SPARQS on the date of acceleration:

                                  (i) a number of shares of Corning Stock at
                                  the then current Exchange Ratio;


                                      A-8

<PAGE>


                                  (ii) accrued but unpaid interest on each $
                                  principal amount of this SPARQS to but
                                  excluding the date of acceleration; and

                                  (iii) an amount of cash as determined by the
                                  Calculation Agent equal to the sum of the
                                  present values of the remaining scheduled
                                  payments of interest on each $     principal
                                  amount of this SPARQS (excluding the amounts
                                  included in clause (ii) above) discounted to
                                  the date of acceleration. The present value
                                  of each remaining scheduled payment will be
                                  based on the comparable yield that the Issuer
                                  would pay on a non-interest bearing, senior
                                  unsecured debt obligation of the Issuer
                                  having a maturity equal to the term of each
                                  such remaining scheduled payment, as
                                  determined by the Calculation Agent.

No Fractional Shares...........Upon delivery of this SPARQS to the Trustee at
                               maturity, the Issuer shall deliver the aggregate
                               number of shares of Corning Stock due with
                               respect to this SPARQS, as described above, but
                               the Issuer shall pay cash in lieu of delivering
                               any fractional share of Corning Stock in an
                               amount equal to the corresponding fractional
                               Closing Price of such fraction of a share of
                               Corning Stock as determined by the Calculation
                               Agent as of the second scheduled Trading Day
                               prior to maturity of this SPARQS.

Exchange Ratio.................1.0, subject to adjustment for corporate events
                               relating to Corning, Inc. ("Corning") described
                               under "Antidilution Adjustments" below.

Closing Price..................The Closing Price for one share of Corning Stock
                               (or one unit of any other security for which a
                               Closing Price must be determined) on any Trading
                               Day (as defined below) means:

                               o if Corning Stock (or any such other security)
                               is listed or admitted to trading on a national
                               securities exchange, the last reported sale
                               price, regular way, of the principal trading
                               session on such day on the principal United
                               States securities exchange registered under the
                               Securities Exchange Act of 1934, as amended (the
                               "Exchange Act"), on which Corning Stock (or any
                               such other security) is listed or admitted to
                               trading,

                               o if Corning Stock (or any such other security)
                               is a security of the Nasdaq National Market (and
                               provided


                                      A-9
<PAGE>


                               that the Nasdaq National Market is not then a
                               national securities exchange), the Nasdaq
                               official closing price published by The Nasdaq
                               Stock Market, Inc. on such day, or

                               o if Corning Stock (or any such other security)
                               is not listed or admitted to trading on any
                               national securities exchange or a security of
                               the Nasdaq National Market but is included in
                               the OTC Bulletin Board Service (the "OTC
                               Bulletin Board") operated by the National
                               Association of Securities Dealers, Inc. (the
                               "NASD"), the last reported sale price of the
                               principal trading session on the OTC Bulletin
                               Board on such day.

                               If Corning Stock (or any such other security) is
                               listed or admitted to trading on any national
                               securities exchange or is a security of the
                               Nasdaq National Market but the last reported
                               sale price or Nasdaq official closing price, as
                               applicable, is not available pursuant to the
                               preceding sentence, then the Closing Price for
                               one share of Corning Stock (or one unit of any
                               such other security) on any Trading Day will
                               mean the last reported sale price of the
                               principal trading session on the
                               over-the-counter market as reported on the
                               Nasdaq National Market or the OTC Bulletin Board
                               on such day. If, because of a Market Disruption
                               Event (as defined below) or otherwise, the last
                               reported sale price or Nasdaq official closing
                               price, as applicable, for Corning Stock (or any
                               such other security) is not available pursuant
                               to either of the two preceding sentences, then
                               the Closing Price for any Trading Day will be
                               the mean, as determined by the Calculation
                               Agent, of the bid prices for Corning Stock (or
                               any such other security) obtained from as many
                               recognized dealers in such security, but not
                               exceeding three, as will make such bid prices
                               available to the Calculation Agent. Bids of MS &
                               Co. or any of its affiliates may be included in
                               the calculation of such mean, but only to the
                               extent that any such bid is the highest of the
                               bids obtained. The term "security of the Nasdaq
                               National Market" will include a security
                               included in any successor to such system, and
                               the term OTC Bulletin Board Service will include
                               any successor service thereto.

Trading Day....................A day, as determined by the Calculation Agent,
                               on which trading is generally conducted on the
                               New York Stock Exchange, Inc. ("NYSE"), the
                               American Stock Exchange LLC, the Nasdaq National
                               Market, the Chicago


                                      A-10
<PAGE>


                               Mercantile Exchange and the Chicago Board of
                               Options Exchange and in the over-the-counter
                               market for equity securities in the United
                               States.

Calculation Agent..............MS & Co. and its successors.

                               All calculations with respect to the Exchange
                               Ratio and Call Price for the SPARQS shall be
                               made by the Calculation Agent and shall be
                               rounded to the nearest one hundred-thousandth,
                               with five one-millionths rounded upward (e.g.,
                               .876545 would be rounded to .87655); all dollar
                               amounts related to the Call Price resulting from
                               such calculations shall be rounded to the
                               nearest ten-thousandth, with five one
                               hundred-thousandths rounded upward (e.g., .76545
                               would be rounded to .7655); and all dollar
                               amounts paid with respect to the Call Price on
                               the aggregate number of SPARQS shall be rounded
                               to the nearest cent, with one-half cent rounded
                               upward.

                               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 conclusive for all purposes
                               and binding on the holder of this SPARQS and the
                               Issuer.

Antidilution Adjustments.......The Exchange Ratio shall be adjusted as follows:

                                    1. If Corning Stock is subject to a stock
                               split or reverse stock split, then once such
                               split has become effective, the Exchange Ratio
                               shall be adjusted to equal the product of the
                               prior Exchange Ratio and the number of shares
                               issued in such stock split or reverse stock
                               split with respect to one share of Corning
                               Stock.

                                    2. If Corning Stock is subject (i) to a
                               stock dividend (issuance of additional shares of
                               Corning Stock) that is given ratably to all
                               holders of shares of Corning Stock or (ii) to a
                               distribution of Corning Stock as a result of the
                               triggering of any provision of the corporate
                               charter of Corning, then once the dividend has
                               become effective and Corning Stock is trading
                               ex-dividend, the Exchange Ratio shall be
                               adjusted so that the new Exchange Ratio shall
                               equal the prior Exchange Ratio plus the product
                               of (i) the number of shares issued with respect
                               to one share of Corning Stock and (ii) the prior
                               Exchange Ratio.


                                      A-11
<PAGE>


                                    3. If Corning issues rights or warrants to
                               all holders of Corning Stock to subscribe for or
                               purchase Corning Stock at an exercise price per
                               share less than the Closing Price of Corning
                               Stock on both (i) the date the exercise price of
                               such rights or warrants is determined and (ii)
                               the expiration date of such rights or warrants,
                               and if the expiration date of such rights or
                               warrants precedes the maturity of this SPARQS,
                               then the Exchange Ratio shall be adjusted to
                               equal the product of the prior Exchange Ratio
                               and a fraction, the numerator of which shall be
                               the number of shares of Corning Stock
                               outstanding immediately prior to the issuance of
                               such rights or warrants plus the number of
                               additional shares of Corning Stock offered for
                               subscription or purchase pursuant to such rights
                               or warrants and the denominator of which shall
                               be the number of shares of Corning Stock
                               outstanding immediately prior to the issuance of
                               such rights or warrants plus the number of
                               additional shares of Corning Stock which the
                               aggregate offering price of the total number of
                               shares of Corning Stock so offered for
                               subscription or purchase pursuant to such rights
                               or warrants would purchase at the Closing Price
                               on the expiration date of such rights or
                               warrants, which shall be determined by
                               multiplying such total number of shares offered
                               by the exercise price of such rights or warrants
                               and dividing the product so obtained by such
                               Closing Price.

                                    4. There shall be no adjustments to the
                               Exchange Ratio to reflect cash dividends or
                               other distributions paid with respect to Corning
                               Stock other than distributions described in
                               paragraph 2, paragraph 3 and clauses (i), (iv)
                               and (v) of the first sentence of paragraph 5 and
                               Extraordinary Dividends. "Extraordinary
                               Dividend" means each of (a) the full amount per
                               share of Corning Stock of any cash dividend or
                               special dividend or distribution that is
                               identified by Corning as an extraordinary or
                               special dividend or distribution, (b) the excess
                               of any cash dividend or other cash distribution
                               (that is not otherwise identified by Corning as
                               an extraordinary or special dividend or
                               distribution) distributed per share of Corning
                               Stock over the immediately preceding cash
                               dividend or other cash distribution, if any, per
                               share of Corning Stock that did not include an
                               Extraordinary Dividend (as adjusted for any
                               subsequent corporate event requiring an
                               adjustment hereunder, such as a stock split or
                               reverse stock split) if


                                      A-12
<PAGE>


                               such excess portion of the dividend or
                               distribution is more than 5% of the Closing
                               Price of Corning Stock on the Trading Day
                               preceding the "ex-dividend date" (that is, the
                               day on and after which transactions in Corning
                               Stock on an organized securities exchange or
                               trading system no longer carry the right to
                               receive that cash dividend or other cash
                               distribution) for the payment of such cash
                               dividend or other cash distribution (such
                               Closing Price, the "Base Closing Price") and (c)
                               the full cash value of any non-cash dividend or
                               distribution per share of Corning Stock
                               (excluding Marketable Securities, as defined in
                               paragraph 5 below). Subject to the following
                               sentence, if any cash dividend or distribution
                               of such other property with respect to Corning
                               Stock includes an Extraordinary Dividend, the
                               Exchange Ratio with respect to Corning Stock
                               shall be adjusted on the ex-dividend date so
                               that the new Exchange Ratio shall equal the
                               product of (i) the prior Exchange Ratio and (ii)
                               a fraction, the numerator of which is the Base
                               Closing Price, and the denominator of which is
                               the amount by which the Base Closing Price
                               exceeds the Extraordinary Dividend. If any
                               Extraordinary Dividend is at least 35% of the
                               Base Closing Price, then, instead of adjusting
                               the Exchange Ratio, the amount payable upon
                               exchange at maturity shall be determined as
                               described in paragraph 5 below, and the
                               Extraordinary Dividend shall be allocated to
                               Reference Basket Stocks in accordance with the
                               procedures for a Reference Basket Event as
                               described in clause 3(b) of paragraph 5 below.
                               The value of the non-cash component of an
                               Extraordinary Dividend shall be determined on
                               the ex-dividend date for such distribution by
                               the Calculation Agent, whose determination shall
                               be conclusive in the absence of manifest error.
                               A distribution on Corning Stock described in
                               clause (i), (iv) or (v) of the first sentence of
                               paragraph 5 below shall cause an adjustment to
                               the Exchange Ratio pursuant only to clause (i),
                               (iv) or (v) of the first sentence of paragraph
                               5, as applicable.

                                    5. Any of the following shall constitute a
                               Reorganization Event: (i) Corning Stock is
                               reclassified or changed, including, without
                               limitation, as a result of the issuance of any
                               tracking stock by Corning, (ii) Corning has been
                               subject to any merger, combination or
                               consolidation and is not the surviving entity,
                               (iii) Corning completes a statutory exchange of
                               securities with another corporation (other than
                               pursuant to clause (ii) above), (iv)


                                      A-13
<PAGE>


                               Corning is liquidated, (v) Corning issues to all
                               of its shareholders equity securities of an
                               issuer other than Corning (other than in a
                               transaction described in clause (ii), (iii) or
                               (iv) above) (a "spinoff stock") or (vi) Corning
                               Stock is the subject of a tender or exchange
                               offer or going private transaction on all of the
                               outstanding shares. If any Reorganization Event
                               occurs, in each case as a result of which the
                               holders of Corning Stock receive any equity
                               security listed on a national securities
                               exchange or traded on The Nasdaq National Market
                               (a "Marketable Security"), other securities or
                               other property, assets or cash (collectively
                               "Exchange Property"), the amount payable upon
                               exchange at maturity with respect to each $
                               principal amount of this SPARQS following the
                               effective date for such Reorganization Event
                               (or, if applicable, in the case of spinoff
                               stock, the ex-dividend date for the distribution
                               of such spinoff stock) shall be determined in
                               accordance with the following:

                               (1) if Corning Stock continues to be
                               outstanding, Corning Stock (if applicable, as
                               reclassified upon the issuance of any tracking
                               stock) at the Exchange Ratio in effect on the
                               third Trading Day prior to the scheduled
                               Maturity Date (taking into account any
                               adjustments for any distributions described
                               under clause (3)(a) below); and

                               (2) for each Marketable Security received in
                               such Reorganization Event (each a "New Stock"),
                               including the issuance of any tracking stock or
                               spinoff stock or the receipt of any stock
                               received in exchange for Corning Stock where
                               Corning is not the surviving entity, the number
                               of shares of the New Stock received with respect
                               to one share of Corning Stock multiplied by the
                               Exchange Ratio for Corning Stock on the Trading
                               Day immediately prior to the effective date of
                               the Reorganization Event (the "New Stock
                               Exchange Ratio"), as adjusted to the third
                               Trading Day prior to the scheduled Maturity Date
                               (taking into account any adjustments for
                               distributions described under clause (3)(a)
                               below); and

                               (3) for any cash and any other property or
                               securities other than Marketable Securities
                               received in such Reorganization Event (the
                               "Non-Stock Exchange Property"),

                                  (a) if the combined value of the amount of
                                  Non-Stock Exchange Property received per
                                  share of


                                      A-14
<PAGE>


                                  Corning Stock, as determined by the
                                  Calculation Agent in its sole discretion on
                                  the effective date of such Reorganization
                                  Event (the "Non-Stock Exchange Property
                                  Value"), by holders of Corning Stock is less
                                  than 25% of the Closing Price of Corning
                                  Stock on the Trading Day immediately prior to
                                  the effective date of such Reorganization
                                  Event, a number of shares of Corning Stock,
                                  if applicable, and of any New Stock received
                                  in connection with such Reorganization Event,
                                  if applicable, in proportion to the relative
                                  Closing Prices of Corning Stock and any such
                                  New Stock, and with an aggregate value equal
                                  to the Non-Stock Exchange Property Value
                                  based on such Closing Prices, in each case as
                                  determined by the Calculation Agent in its
                                  sole discretion on the effective date of such
                                  Reorganization Event; and the number of such
                                  shares of Corning Stock or any New Stock
                                  determined in accordance with this clause
                                  (3)(a) shall be added at the time of such
                                  adjustment to the Exchange Ratio in
                                  subparagraph (1) above and/or the New Stock
                                  Exchange Ratio in subparagraph (2) above, as
                                  applicable, or

                                  (b) if the Non-Stock Exchange Property Value
                                  is equal to or exceeds 25% of the Closing
                                  Price of Corning Stock on the Trading Day
                                  immediately prior to the effective date
                                  relating to such Reorganization Event or, if
                                  Corning Stock is surrendered exclusively for
                                  Non-Stock Exchange Property (in each case, a
                                  "Reference Basket Event"), an initially
                                  equal-dollar weighted basket of three
                                  Reference Basket Stocks (as defined below)
                                  with an aggregate value on the effective date
                                  of such Reorganization Event equal to the
                                  Non-Stock Exchange Property Value. The
                                  "Reference Basket Stocks" shall be the three
                                  stocks with the largest market capitalization
                                  among the stocks that then comprise the S&P
                                  500 Index (or, if publication of such index
                                  is discontinued, any successor or substitute
                                  index selected by the Calculation Agent in
                                  its sole discretion) with the same primary
                                  Standard Industrial Classification Code ("SIC
                                  Code") as Corning; provided, however, that a
                                  Reference Basket Stock shall not include any
                                  stock that is subject to a trading
                                  restriction under the trading restriction
                                  policies of Morgan Stanley or any of its
                                  affiliates that would materially limit the
                                  ability of Morgan Stanley or any of its
                                  affiliates to hedge the


                                      A-15
<PAGE>


                                  SPARQS with respect to such stock (a "Hedging
                                  Restriction"); provided further that if three
                                  Reference Basket Stocks cannot be identified
                                  from the S&P 500 Index by primary SIC Code
                                  for which a Hedging Restriction does not
                                  exist, the remaining Reference Basket
                                  Stock(s) shall be selected by the Calculation
                                  Agent from the largest market capitalization
                                  stock(s) within the same Division and Major
                                  Group classification (as defined by the
                                  Office of Management and Budget) as the
                                  primary SIC Code for Corning. Each Reference
                                  Basket Stock shall be assigned a Basket Stock
                                  Exchange Ratio equal to the number of shares
                                  of such Reference Basket Stock with a Closing
                                  Price on the effective date of such
                                  Reorganization Event equal to the product of
                                  (a) the Non-Stock Exchange Property Value,
                                  (b) the Exchange Ratio in effect for Corning
                                  Stock on the Trading Day immediately prior to
                                  the effective date of such Reorganization
                                  Event and (c) 0.3333333.

                               Following the allocation of any Extraordinary
                               Dividend to Reference Basket Stocks pursuant to
                               paragraph 4 above or any Reorganization Event
                               described in this paragraph 5, the amount
                               payable upon exchange at maturity with respect
                               to each $      principal amount of this SPARQS
                               shall be the sum of:

                                  (i)   if applicable, Corning Stock at the
                                        Exchange Ratio then in effect; and

                                  (ii)  if applicable, for each New Stock, such
                                        New Stock at the New Stock Exchange
                                        Ratio then in effect for such New
                                        Stock; and

                                  (iii) if applicable, for each Reference
                                        Basket Stock, such Reference Basket
                                        Stock at the Basket Stock Exchange
                                        Ratio then in effect for such Reference
                                        Basket Stock.

                               In each case, the applicable Exchange Ratio
                               (including for this purpose, any New Stock
                               Exchange Ratio or Basket Stock Exchange Ratio)
                               shall be determined by the Calculation Agent on
                               the third Trading Day prior to the scheduled
                               Maturity Date.

                               For purposes of paragraph 5 above, in the case
                               of a consummated tender or exchange offer or
                               going-private


                                      A-16
<PAGE>


                               transaction involving Exchange Property of a
                               particular type, Exchange Property shall be
                               deemed to include the amount of cash or other
                               property paid by the offeror in the tender or
                               exchange offer with respect to such Exchange
                               Property (in an amount determined on the basis
                               of the rate of exchange in such tender or
                               exchange offer or going- private transaction).
                               In the event of a tender or exchange offer or a
                               going-private transaction with respect to
                               Exchange Property in which an offeree may elect
                               to receive cash or other property, Exchange
                               Property shall be deemed to include the kind and
                               amount of cash and other property received by
                               offerees who elect to receive cash.

                               Following the occurrence of any Reorganization
                               Event referred to in paragraphs 4 or 5 above,
                               (i) references to "Corning Stock" under "No
                               Fractional Shares," "Closing Price" and "Market
                               Disruption Event" shall be deemed to also refer
                               to any New Stock or Reference Basket Stock, and
                               (ii) all other references in this SPARQS to
                               "Corning Stock" shall be deemed to refer to the
                               Exchange Property into which this SPARQS is
                               thereafter exchangeable and references to a
                               "share" or "shares" of Corning Stock shall be
                               deemed to refer to the applicable unit or units
                               of such Exchange Property, including any New
                               Stock or Reference Basket Stock, unless the
                               context otherwise requires. The New Stock
                               Exchange Ratio(s) or Basket Stock Exchange
                               Ratios resulting from any Reorganization Event
                               described in paragraph 5 above or similar
                               adjustment under paragraph 4 above shall be
                               subject to the adjustments set forth in
                               paragraphs 1 through 5 hereof.

                               If a Reference Basket Event occurs, 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 DTC of the occurrence
                               of such Reference Basket Event and of the three
                               Reference Basket Stocks selected as promptly as
                               possible and in no event later than five
                               Business Days after the date of the Reference
                               Basket Event.

                               No adjustment to any Exchange Ratio (including
                               for this purpose, any New Stock Exchange Ratio
                               or Basket Stock Exchange Ratio) shall be
                               required unless such adjustment would require a
                               change of at least 0.1% in the Exchange Ratio
                               then in effect. The Exchange Ratio resulting
                               from any of the adjustments specified above will
                               be rounded to


                                      A-17
<PAGE>


                               the nearest one hundred-thousandth, with five
                               one-millionths rounded upward. Adjustments to
                               the Exchange Ratios will be made up to the close
                               of business on the third Trading Day prior to
                               the Maturity Date.

                               No adjustments to the Exchange Ratio or method
                               of calculating the Exchange Ratio shall be made
                               other than those specified above.

                               The Calculation Agent shall be solely
                               responsible for the determination and
                               calculation of any adjustments to the Exchange
                               Ratio, any New Stock Exchange Ratio or Basket
                               Stock Exchange Ratio or method of calculating
                               the Exchange Property Value and of any related
                               determinations and calculations with respect to
                               any distributions of stock, other securities or
                               other property or assets (including cash) in
                               connection with any corporate event described in
                               paragraphs 1 through 5 above, and its
                               determinations and calculations with respect
                               thereto shall be conclusive in the absence of
                               manifest error.

                               The Calculation Agent shall provide information
                               as to any adjustments to the Exchange Ratio or
                               to the method of calculating the amount payable
                               upon exchange at maturity of the SPARQS made
                               pursuant to paragraphs 1 through 5 above upon
                               written request by any holder of this SPARQS.

Market Disruption Event........"Market Disruption Event" means, with respect to
                               Corning Stock:

                                  (i) a suspension, absence or material
                                  limitation of trading of Corning Stock on the
                                  primary market for Corning Stock for more
                                  than two hours of trading or during the
                                  one-half hour period preceding the close of
                                  the principal trading session in such market;
                                  or a breakdown or failure in the price and
                                  trade reporting systems of the primary market
                                  for Corning Stock as a result of which the
                                  reported trading prices for Corning Stock
                                  during the last one-half hour preceding the
                                  close of the principal trading session in
                                  such market are materially inaccurate; or the
                                  suspension, absence or material limitation of
                                  trading on the primary market for trading in
                                  options contracts related to Corning Stock,
                                  if available, during the one-half hour period
                                  preceding the close of the principal trading
                                  session in the applicable market, in each
                                  case as


                                      A-18
<PAGE>


                                  determined by the Calculation Agent in its
                                  sole discretion; 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 of the Issuer or
                                  any of its affiliates to unwind or adjust all
                                  or a material portion of the hedge with
                                  respect to the SPARQS due March 1, 2005,
                                  Mandatorily Exchangeable for Shares of Common
                                  Stock of Corning, Inc.

                               For purposes of determining whether a Market
                               Disruption Event has occurred: (i) a limitation
                               on the hours or number of days of trading shall
                               not constitute a Market Disruption Event if it
                               results from an announced change in the regular
                               business hours of the relevant exchange, (ii) a
                               decision to permanently discontinue trading in
                               the relevant options contract shall not
                               constitute a Market Disruption Event, (iii)
                               limitations pursuant to NYSE Rule 80A (or any
                               applicable rule or regulation enacted or
                               promulgated by the NYSE, any other
                               self-regulatory organization or the Securities
                               and Exchange Commission of scope similar to NYSE
                               Rule 80A as determined by the Calculation Agent)
                               on trading during significant market
                               fluctuations shall constitute a suspension,
                               absence or material limitation of trading, (iv)
                               a suspension of trading in options contracts on
                               Corning Stock by the primary securities market
                               trading in such options, if available, 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 (c) a disparity in bid and ask quotes
                               relating to such contracts shall constitute a
                               suspension, absence or material limitation of
                               trading in options contracts related to Corning
                               Stock and (v) a suspension, absence or material
                               limitation of trading on the primary securities
                               market on which options contracts related to
                               Corning Stock are traded shall not include any
                               time when such securities market is itself
                               closed for trading under ordinary circumstances.

Alternate Exchange
Calculation in Case of
an Event of Default............In case an event of default with respect to the
                               SPARQS shall have occurred and be continuing,
                               the amount declared due and payable per each $
                               principal amount of this SPARQS upon any
                               acceleration of this SPARQS (an "Event of
                               Default Acceleration") shall be determined


                                      A-19
<PAGE>


                               by the Calculation Agent and shall be an amount
                               in cash equal to the lesser of (i) the product
                               of (x) the Closing Price of Corning Stock
                               (and/or the value of any Exchange Property) as
                               of the date of such acceleration and (y) the
                               then current Exchange Ratio and (ii) the Call
                               Price calculated as though the date of
                               acceleration were the Call Date (but in no event
                               less than the Call Price for the first Call
                               Date), in each case plus accrued but unpaid
                               interest to but excluding the date of
                               acceleration; provided that if the Issuer has
                               called the SPARQS in accordance with the Morgan
                               Stanley Call Right, the amount declared due and
                               payable upon any such acceleration shall be an
                               amount in cash for each $      principal amount
                               of this SPARQS equal to the Call Price for the
                               Call Date specified in the Issuer's notice of
                               mandatory exchange, plus accrued but unpaid
                               interest to but excluding the date of
                               acceleration.

Treatment of SPARQS for
United States Federal
Income Tax Purposes............The Issuer, by its sale of this SPARQS, and the
                               holder of this SPARQS (and any successor holder
                               of, or holder of a beneficial interest in, this
                               SPARQS), by its respective purchase hereof,
                               agree (in the absence of an administrative
                               determination or judicial ruling to the
                               contrary) to characterize each $      principal
                               amount of this SPARQS for all tax purposes as an
                               investment unit consisting of (A) a terminable
                               contract (the "Terminable Forward Contract")
                               that (i) requires the holder of this SPARQS
                               (subject to the Morgan Stanley Call Right) to
                               purchase, and the Issuer to sell, for an amount
                               equal to $      (the "Forward Price"), Corning
                               Stock at maturity and (ii) allows the Issuer,
                               upon exercise of the Morgan Stanley Call Right,
                               to terminate the Terminable Forward Contract by
                               returning to such holder the Deposit (as defined
                               below) and paying to such holder an amount of
                               cash equal to the difference between the Deposit
                               and the Call Price and (B) a deposit with the
                               Issuer of a fixed amount of cash, equal to the
                               Issue Price per each $      principal amount of
                               this SPARQS, to secure the holder's obligation
                               to purchase Corning Stock pursuant to the
                               Terminable Forward Contract (the "Deposit"),
                               which Deposit bears an annually compounded yield
                               of     % per annum.


                                      A-20
<PAGE>


     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 Corning Stock (or other Exchange
Property), as determined in accordance with the provisions set forth under
"Exchange 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
maturity) and to pay interest thereon at the Interest Rate per annum specified
above, from and including the Interest Accrual Date specified above until the
principal hereof is paid or duly made available for payment weekly, monthly,
quarterly, semiannually or annually in arrears as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs 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 this Note is subject to "Annual Interest Payments," interest payments shall
be made annually in arrears and the term "Interest Payment Date" shall be
deemed to mean the first day of March in each year.

     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 (as defined below)) (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. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New
York or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, euro or Australian dollars, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

     Payment of the principal of this Note, any premium and the interest 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 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 on 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


                                      A-21
<PAGE>


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
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent 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 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.


                                      A-22
<PAGE>


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

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



                                      A-23
<PAGE>


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

DATED:
                                                MORGAN STANLEY


                                                By:
                                                   ----------------------------
                                                   Name:
                                                   Title:

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
  as Trustee


By:
   ------------------------------------
   Authorized Officer


                                      A-24
<PAGE>


                              REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, having maturities more than nine months from the date of issue
(the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and
JPMorgan Chase Bank (formerly known as The Chase Manhattan 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 JPMorgan Chase Bank 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 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, provided that if this Note
is issued with original issue discount, this Note will be repayable on the
applicable Optional Repayment Date or Dates at


                                      A-25
<PAGE>


the price(s) specified on the face hereof. 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.

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

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

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

     This Note, 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. $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.


                                      A-26
<PAGE>


     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.

     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,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Medium-Term Notes of which
this Note forms a part, or due to the default in the performance or breach of
any other covenant or warranty of the Issuer applicable to the debt securities
of such series but not applicable to all outstanding debt securities issued
under the Senior Indenture shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in aggregate principal amount of
the outstanding debt securities of each affected series, voting as one class,
by notice in writing to the Issuer and to the Trustee, if given by the
securityholders, may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued


                                      A-27
<PAGE>


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

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

     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 (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption) (the "Amortized
Amount")), if the Issuer determines that, as a result of any change in or
amendment to the laws, or any regulations or rulings promulgated thereunder, of
the United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which
change or amendment becomes effective 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


                                      A-28
<PAGE>


notice of redemption shall be given earlier than 60 calendar days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

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

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," the Issuer will, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"Additional Amounts") to the holder of this Note who is a United States 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 United States 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
     United States 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 personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States 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;


                                      A-29
<PAGE>


          (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;

          (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 United States 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.

     The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption
thereof, or change the currency of payment thereof, or 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 (b) reduce the aforesaid
percentage in principal amount of debt securities the consent of the holders of
which is required for any such supplemental indenture.


                                      A-30
<PAGE>


     Except as set forth below, if the principal of, premium, if any, or
interest on this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such 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 and coupons.

     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.


                                      A-31
<PAGE>


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

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

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

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

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

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

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


                                      A-32
<PAGE>


                                 ABBREVIATIONS

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

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

     UNIF GIFT MIN ACT - __________________ Custodian __________________________
                              (Minor)                          (Cust)

     Under Uniform Gifts to Minors Act __________________________________
                                                   (State)

     Additional abbreviations may also be used though not in the above list.

                                   ---------


                                      A-33
<PAGE>


     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.


                                      A-34
<PAGE>


                           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.


                                      A-35