EXHIBIT 4-o


                           [FORM OF FACE OF SECURITY]

                PERMANENT GLOBAL FLOATING RATE SENIOR BEARER NOTE


BEARER                                                                    BEARER
No. PGFLR

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

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

         THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF
JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING
ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN. (1)


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

<PAGE>

<TABLE>

                                            MORGAN STANLEY
                                 GLOBAL MEDIUM TERM NOTE, SERIES [G/H]

                           Permanent Global Floating Rate Senior Bearer Note

------------------------------------------------------------------------------------------------------
<S>                                  <C>                                <C>
ORIGINAL ISSUE DATE:                 INTEREST ACCRUAL DATE:             INTEREST PAYMENT DATE(S):
------------------------------------------------------------------------------------------------------
MATURITY DATE:                       INITIAL INTEREST RATE:             INTEREST PAYMENT PERIOD:
------------------------------------------------------------------------------------------------------
BASE RATE:                           INITIAL INTEREST RESET DATE:       INTEREST RESET DATE(S):
------------------------------------------------------------------------------------------------------
INDEX MATURITY:                      MAXIMUM INTEREST RATE:             INTEREST RESET PERIOD:
------------------------------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS):              MINIMUM INTEREST RATE:             CALCULATION AGENT:
------------------------------------------------------------------------------------------------------
SPREAD MULTIPLIER:                   INITIAL REDEMPTION DATE:           EUROCLEAR NO:
------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:                  INITIAL REDEMPTION PERCENTAGE:     CLEARSTREAM NO:
------------------------------------------------------------------------------------------------------
INDEX CURRENCY:                      ANNUAL REDEMPTION PERCENTAGE       COMMON CODE:
                                        REDUCTION:
------------------------------------------------------------------------------------------------------
DESIGNATED CMT TELERATE PAGE:        REDEMPTION NOTICE PERIOD:(2)       ISIN:
------------------------------------------------------------------------------------------------------
DESIGNATED CMT MATURITY INDEX:       OPTIONAL REPAYMENT DATE(S):        MINIMUM DENOMINATIONS:
------------------------------------------------------------------------------------------------------
REPORTING SERVICE:                   INITIAL OFFERING DATE:             EXCHANGE FOR REGISTERED NOTES:
                                                                           [NO](3)
------------------------------------------------------------------------------------------------------
                                                                        OTHER PROVISIONS:
------------------------------------------------------------------------------------------------------
</TABLE>

         Morgan Stanley, a Delaware corporation (together with its successors
and assigns, the "Issuer"), for value received, hereby promises to pay to
bearer, upon surrender hereof, the principal amount specified in [Schedule A
hereto](4) [Schedule A-1 hereto](5), on the Maturity Date specified above
(except to the extent previously redeemed or repaid) and to pay interest
thereon, from and including the Interest Accrual Date specified above at a rate
per annum equal to the Initial Interest Rate specified above or determined in

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

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

         (4) Applies if this Note is not issued as part of, or in relation to, a
Unit.

         (5) Applies if this Note is issued as part of, or in relation to, a
Unit.


                                       2
<PAGE>


accordance with the provisions specified on the reverse hereof until the Initial
Interest Reset Date specified above, and on and after at a rate per annum
determined in accordance with the provisions specified on the reverse hereof
until but excluding the date such principal amount is paid or duly made
available for payment. Unless such rate is otherwise specified on the face
hereof, the Calculation Agent shall determine the Initial Interest Rate for this
Note in accordance with the provisions specified on the reverse hereof. The
Issuer will pay interest in arrears monthly, quarterly, semiannually or annually
as specified above as the Interest Payment Period on each Interest Payment Date
(as specified above), commencing with the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and on the Maturity Date
specified above (or any redemption or repayment date); provided, however, that
if the Interest Accrual Date occurs fifteen calendar days or less prior to the
first Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date; and provided, further, that if an Interest Payment Date
(other than the Maturity Date or any redemption or repayment date) would fall on
a day that is not a Business Day, as defined on the reverse hereof, such
Interest Payment Date shall be the following day that is a Business Day, except
that if the Base Rate specified above is LIBOR or EURIBOR and such next Business
Day falls in the next calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day; and provided, further, that if
the Maturity Date or redemption or repayment date would fall on a day that is
not a Business Day, the payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day and no interest shall accrue
for the period from and after such Maturity Date or redemption or repayment
date.

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

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

         Payment of the principal of and premium, if any, and interest on this
Note will be made in the Specified Currency indicated above, except as provided
on the reverse hereof. If this Note is denominated in U.S. dollars, any payment
of the principal of and


                                       3
<PAGE>


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

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, 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.





                                       4
<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, N.A.,
  as Trustee



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







                                       5
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         This Note is one of a duly authorized issue of Global Medium-Term
Notes, Series [G/H], having maturities more than nine months from the date of
issue (the "Notes"), of the Issuer. The Notes are issuable under a Senior
Indenture, dated as of November 1, 2004, between the Issuer and JPMorgan Chase
Bank, N.A., 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, N.A.,
London Branch, as its principal paying agent for the Notes (the "Principal
Paying Agent," which term includes any additional or successor Principal Paying
Agent appointed by the Issuer). The terms of individual Notes may vary with
respect to interest rates, interest rate formulas, issue dates, maturity dates,
or otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby incorporated
by reference herein.

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

         If so indicated on the face hereof, this Note may be redeemed in whole
or in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to "Annual Redemption Percentage
Reduction," the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). Notice of redemption shall be mailed to the holders of the
Notes designated for redemption who have filed their names and addresses with
the Principal Paying Agent, not less than 30 nor more than 60 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. Notice of redemption to all other holders of Notes shall
be given in the manner set forth in "Notices" as defined below and, if by
publication, shall be given once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 calendar days prior to
the date set for redemption or within the Redemption Notice Period specified on
the face hereof. In the event of redemption of this Note in part only, the
Principal Paying Agent shall cause Schedule [A] [A-1] of this Note to be
endorsed to reflect the reduction of its


                                       6
<PAGE>


principal amount by an amount equal to the aggregate principal amount of this
Note so redeemed, whereupon the principal amount hereof shall be reduced for all
purposes by the amount so redeemed and noted.

         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 (except as provided below).
For this Note to be repaid at the option of the holder hereof, the Principal
Paying Agent must receive at its office in London, at least 15 but not more than
30 calendar days prior to the date of repayment, this Note with the form
entitled "Option to Elect Repayment" below duly completed, or a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States, Western Europe or Japan
setting forth the principal amount of the Note, the principal amount of the Note
to be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the Option to Elect Repayment is being exercised and
a guarantee that this Note to be repaid, together with the duly completed form
entitled Option to Elect Repayment, will be received by the Principal Paying
Agent not later than the fifth Business Day after the date of that telegram,
telex, facsimile transmission or letter. However, the telegram, telex, facsimile
transmission or letter shall only be effective if this Note and an Option to
Elect Repayment form duly completed are received by the Principal Paying Agent
by the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, the
Principal Paying Agent shall cause Schedule [A] [A-1] of this Note to be
endorsed to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount of this Note so repaid, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so repaid and
noted.

         This Note will bear interest at the rate determined in accordance with
the applicable provisions below by reference to the Base Rate shown on the face
hereof based on the Index Maturity, if any, shown on the face hereof (i) plus or
minus the Spread, if any, or (ii) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing with the Initial Interest Reset Date
specified on the face hereof, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face hereof (as
used herein, the term "Interest Reset Date" shall include the Initial Interest
Reset Date). For the purpose of determining the Initial Interest Rate,
references in this paragraph, the next succeeding paragraph and, if applicable,
clauses (i) and (ii) under "Determination of EURIBOR" below to Interest Reset
Date shall be


                                       7
<PAGE>


deemed to mean the Original Issue Date. The determination of the rate of
interest at which this Note will be reset on any Interest Reset Date shall be
made on the Interest Determination Date (as defined below) pertaining to such
Interest Reset Date. The Interest Reset Dates will be the Interest Reset Dates
specified on the face hereof; provided, however, that the interest rate in
effect for the period from the Interest Accrual Date to the Initial Interest
Reset Date will be the Initial Interest Rate. If any Interest Reset Date would
otherwise be a day that is not a Business Day (as defined below), such Interest
Reset Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.

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


                                       8
<PAGE>


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

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

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

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

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

     "Initial dealer" with respect to this Note means Morgan Stanley & Co.
International Limited.

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


                                       9
<PAGE>


         Determination of Commercial Paper Rate. If the Base Rate specified on
the face hereof is the "Commercial Paper Rate," for any Interest Determination
Date, the Commercial Paper Rate with respect to this Note shall be the Money
Market Yield (as defined herein), calculated as described below, of the rate on
that date for U.S. dollar commercial paper having the Index Maturity specified
on the face hereof, as that rate is published in H.15(519), under the heading
"Commercial Paper - Nonfinancial."

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

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

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

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

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

                                         D x 360
                Money Market Yield =  ------------- x 100
                                      360 - (D x M)

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


                                       10
<PAGE>


         Determination of EURIBOR. If the Base Rate specified on the face hereof
is "EURIBOR," for any Interest Determination Date, EURIBOR with respect to this
Note shall be the rate for deposits in euros as sponsored, calculated and
published jointly by the European Banking Federation and ACI - The Financial
Market Association, or any company established by the joint sponsors for
purposes of compiling and publishing those rates, for the Index Maturity
specified on the face hereof as that rate appears on the display on Moneyline
Telerate, or any successor service, on page 248 or any other page as may replace
page 248 on that service ("Telerate Page 248") as of 11:00 a.m., Brussels time.

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

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

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

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

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

         Determination of the Federal Funds Rate. If the Base Rate specified on
the face hereof is the "Federal Funds Rate," for any Interest Determination
Date, the Federal Funds Rate with respect to this Note shall be the rate on that
date for U.S. dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as


                                       11
<PAGE>


displayed on Moneyline Telerate, or any successor service, on page 120 or any
other page as may replace page 120 on that service ("Telerate Page 120").

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

         (i) If the above rate is not published by 3:00 p.m., New York City
time, on the Calculation Date, the Federal Funds Rate shall be the rate on that
Interest Determination Date as published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the heading "Federal Funds (Effective)."

         (ii) If the above rate is not yet published in either H.15(519) or the
H.15 Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, by 3:00 p.m., New York City time, on the
Calculation Date, the Calculation Agent shall determine the Federal Funds Rate
to be the arithmetic mean of the rates for the last transaction in overnight
U.S. dollar federal funds prior to 9:00 a.m., New York City time, on that
Interest Determination Date, by each of three leading brokers of U.S. dollar
federal funds transactions in The City of New York, which may include the
initial dealer and its affiliates, selected by the Calculation Agent (after
consultation with the Issuer).

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

     Determination of Federal Funds (Open) Rate. If the Base Rate specified on
the face hereof is the "Federal Funds (Open) Rate", for any Interest
Determination Date, the Federal Funds (Open) Rate with respect to this Note
shall be the rate on that date for U.S. dollar federal funds as published in
H.15(519) under the heading "Federal Funds (Open)" as displayed on Moneyline
Telerate, or any successor service, on page 5 or any other page as may replace
page 5 on that service, ("Telerate Page 5").

     The following procedures shall be followed if the Federal Funds (Open) Rate
cannot be determined as described above:

          o    If the above rate is not published by 3:00 p.m., New York City
               time, on the Calculation Date, the Federal Funds (Open) Rate will
               be the rate on that Interest Determination Date as published in
               the H.15 Daily Update, or other recognized electronic source used
               for the purpose of displaying the applicable rate, under the
               heading "Federal Funds (Open)."

          o    If the above rate is not yet published in either H.15(519) or the
               H.15 Daily Update, or other recognized electronic source used for
               the purpose of displaying the applicable rate, by 3:00 p.m., New
               York City time, on the


                                       12
<PAGE>


               Calculation Date, the Calculation Agent will determine the
               Federal Funds (Open) Rate to be the arithmetic mean of the rates
               for the last transaction in overnight U.S. dollar federal funds
               (based on the Federal Funds (Open) Rate) prior to 9:00 a.m., New
               York City time, on that Interest Determination Date, by each of
               three leading brokers of U.S. dollar federal funds transactions
               in the City of New York, which may include the agent and its
               affiliates, selected by the Calculation Agent, after consultation
               with the Issuer.

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

         Determination of LIBOR. If the Base Rate specified on the face hereof
is "LIBOR," LIBOR with respect to this Note shall be based on London Interbank
Offered Rate. The Calculation Agent shall determine LIBOR for each Interest
Determination Date as follows:

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

         (ii) If (a) fewer than two offered rates appear and LIBOR Reuters is
specified on the face hereof, or (b) no rate appears and the face hereof
specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and the Designated
LIBOR Page by its terms provides only for a single rate, then the Calculation
Agent shall request the principal London offices of each of four major reference
banks in the London interbank market, as selected by the Calculation Agent
(after consultation with the Issuer), to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the Index
Maturity specified on the face hereof commencing on the second London Banking
Day immediately following the Interest Determination Date or, if pounds sterling
is the Index Currency, commencing on that Interest Determination Date, to prime
banks in the


                                       13
<PAGE>


London interbank market at approximately 11:00 a.m., London time, on that
Interest Determination Date and in a principal amount that is representative of
a single transaction in that Index Currency in that market at that time.

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

         (iv) If the banks so selected by the Calculation Agent are not quoting
as described in (iii) above, LIBOR in effect for the applicable period shall be
the same as LIBOR for the immediately preceding Interest Reset Period, or, if
there was no Interest Reset Period, the rate of interest payable shall be the
Initial Interest Rate.

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

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

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

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


                                       14
<PAGE>


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

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

         (ii) If the above rate is not published in either H.15(519) or the H.15
Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the
Calculation Agent shall determine the Prime Rate to be the arithmetic mean of
the rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME 1 Page, as defined below, as that bank's Prime Rate or
base lending rate as in effect for that Interest Determination Date.

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

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

         "Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Money 3000 Service, or any successor service, or any
other page as may replace the USPRIME 1 Page on that service for the purpose of
displaying prime rates or base lending rates of major U.S. banks.

         Determination of Treasury Rate. If the Base Rate specified on the face
hereof is "Treasury Rate," the Treasury Rate with respect to this Note shall be

          (i) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on
Moneyline Telerate, or any successor service, on page 56 or any other page as
may replace page 56 on that service ("Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ("Telerate Page 57"); or

         (ii) if the rate described in (i) above is not published by 3:00 p.m.,
New York City time, on the Calculation Date, the Bond Equivalent Yield of the
rate for the applicable


                                       15
<PAGE>


Treasury Bills as published in the H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption "U.S. Government Securities/Treasury Bills/Auction High"; or

         (iii) if the rate described in (ii) above is not published by 3:00
p.m., New York City time, on the related Calculation Date, the Bond Equivalent
Yield of the Auction rate of the applicable Treasury Bills, announced by the
United States Department of the Treasury; or

         (iv) if the rate described in (iii) above is not announced by the
United States Department of the Treasury, or if the Auction is not held, the
Bond Equivalent Yield of the rate on the applicable Interest Determination Date
of Treasury Bills having the Index Maturity specified on the face hereof
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market"; or

         (v) if the rate described in (iv) above is not so published by 3:00
p.m., New York City time, on the related Calculation Date, the rate on the
applicable Interest Determination Date of the applicable Treasury Bills as
published in the H.15 Daily Update, or other recognized electronic source used
for the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market"; or

         (vi) if the rate described in (v) above is not so published by 3:00
p.m., New York City time, on the related Calculation Date, the rate on the
applicable Interest Determination Date calculated by the Calculation Agent as
the Bond Equivalent Yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 p.m., New York City time, on the applicable
Interest Determination Date, of three primary U.S. government securities
dealers, which may include the initial dealer and its affiliates, selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; or

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

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

                                            D x N
                Bond Equivalent Yield = ------------- x 100
                                        360 - (D x M)

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


                                       16
<PAGE>


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

         (1) the rate on that Interest Determination Date, if the Designated CMT
Telerate Page is 7051; and

         (2) the week or the month, as applicable, ended immediately preceding
the week in which the related Interest Determination Date occurs, if the
Designated CMT Telerate Page is 7052.

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

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

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

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


                                       17
<PAGE>


Index and in a principal amount that is representative for a single transaction
in the securities in that market at that time. If two Treasury Notes with an
original maturity as described above have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quotes for the Treasury Note
with the shorter remaining term to maturity shall be used.

         (iv) If the Calculation Agent cannot obtain three Treasury Notes
quotations as described in (iii) above, the Calculation Agent shall determine
the CMT Rate to be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 p.m., New York City
time, on the Interest Determination Date of three reference dealers in The City
of New York, selected using the same method described in (iii) above, for
Treasury Notes with an original maturity equal to the number of years closest to
but not less than the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in a principal amount
that is representative for a single transaction in the securities in that market
at that time.

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

         (vi) If fewer than three reference dealers selected by the Calculation
Agent are quoting as described in (iv) above, the CMT Rate for that Interest
Determination Date shall remain the CMT Rate for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.

         "Designated CMT Telerate Page" means the display on Moneyline Telerate,
or any successor service, on the page designated on the face hereof or any other
page as may replace that page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page shall be 7052, for the most
recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30
years, as specified in the applicable pricing supplement for which the CMT Rate
shall be calculated. If no maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.

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


                                       18
<PAGE>


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

         Unless otherwise indicated on the face hereof, interest payments on
this Note will include interest accrued to but excluding the Interest Payment
Date or the Maturity Date (or any earlier redemption or repayment date), as the
case may be. Accrued interest hereon shall be an amount calculated by
multiplying the principal amount hereof shown on Schedule [A] [A-1] hereto by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such date shall be computed by dividing the interest
rate applicable to such day (i) by 360 if the Base Rate is CD Rate, Commercial
Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open) Rate, Prime Rate
or LIBOR (except if the Index Currency is pounds sterling); (ii) by 365 if the
Base Rate is LIBOR and the Index Currency is pounds sterling; or (iii) by the
actual number of days in the year if the Base Rate is the Treasury Rate or the
CMT Rate. All percentages used in or resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred thousandth of a percentage point (with .000005% being rounded up to
..00001%), and all U.S. dollar amounts used in or resulting from such
calculations on this Note will be rounded to the nearest cent, with one-half
cent rounded upward. All Japanese Yen amounts used in or resulting from such
calculations will be rounded downwards to the next lower whole Japanese Yen
amount. All amounts denominated in any other currency used in or resulting from
such calculations will be rounded to the nearest two decimal places in such
currency, with .005 being rounded up to .01. The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

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

         This Note is issued in permanent global bearer form without interest
coupons attached (a "Global Bearer Note"). The beneficial owner of all or a
portion of this Note may exchange its interest in this Note upon not less than
30 calendar days' written notice to the Principal Paying Agent through the
relevant clearing system, in whole, for Notes in bearer form with interest
coupons, if any, attached (the "Definitive Bearer Notes," and, together with the
Global Bearer Notes, the "Bearer Notes") or, if so indicated on the face of this
Note, at the beneficial owner's option, in whole or from time to time in part,
for Notes in fully registered form without coupons (the "Registered Notes"), in
each case, in the minimum denominations set forth on the face hereof or any
amount in excess thereof which is an integral multiple of 1,000 units of the
Specified Currency set forth on the face


                                       19
<PAGE>


hereof. Interests in this Note shall also be exchanged by the Issuer in whole,
but not in part, for Definitive Bearer Notes, which shall be serially numbered,
with coupons, if any, attached (or, if indicated on the face of this Note, at
the beneficial owner's option, for Registered Notes) of any authorized
denominations if (i) this Note is accelerated following an Event of Default or
(ii) either Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), or Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg"), or any other relevant clearing system (including Euroclear France)
is closed for business for a continuous period of fourteen days (other than by
reason of public holidays) or announces an intention to cease business
permanently or in fact does so. The Issuer shall give notice to the Principal
Paying Agent promptly following any such acceleration or upon learning of any
such closure. Any exchanges referred to above shall be made at the office of the
Principal Paying Agent, or, in the case of Registered Notes, at the office of
the transfer agent for the Registered Notes in London, which transfer agent will
initially be JPMorgan Chase Bank, N.A., London Branch, upon compliance with any
procedures set forth in, or established pursuant to, the Senior Indenture;
provided, however, that the Issuer shall not be required (i) to register the
transfer of or exchange this Note for a period of fifteen calendar days
preceding the first publication or other transmission, if applicable, of a
Notice of redemption of all or any portion hereof or (ii) to register the
transfer of or exchange any portion of this Note selected for redemption or
surrendered for optional repayment, except that such portion of this Note may be
exchanged for a Registered Note of like tenor; provided that such Registered
Note shall be simultaneously surrendered for redemption or repayment, as the
case may be; and provided, further, that if a Registered Note is issued in
exchange for any portion of this Note after the close of business at the office
of the Principal Paying Agent on any record date (whether or not a Business Day)
for the payment of interest on such Registered Note and before the opening of
business at such office on the relevant Interest Payment Date, any interest will
not be payable on such Interest Payment Date in respect of such Registered Note,
but will be payable on such Interest Payment Date only to the holder of this
Note. Upon exchange of this Note in whole for a Definitive Bearer Note or
Definitive Bearer Notes, or in whole or in part for a Registered Note or
Registered Notes, the Principal Paying Agent shall cause Schedule [A] [A-1] of
this Note to be endorsed to reflect the reduction of the principal amount hereof
by an amount equal to the aggregate principal amount of such Definitive Bearer
Note or Definitive Bearer Notes, or such Registered Note or Registered Notes,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so exchanged and noted. All such exchanges of Notes will be free of
service charge, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The date
of any Note delivered upon any exchange of this Note shall be such that no gain
or loss of interest results from such exchange.

         All (and not less than all) interests in this Note will be exchanged
for Definitive Bearer Notes in accordance with the procedures set forth in the
following two sentences as soon as practicable after (i) the first beneficial
owner of an interest in this Note exchanges its interest for a Definitive Bearer
Note, (ii) the Issuer gives notice to the


                                       20
<PAGE>


Principal Paying Agent of an acceleration of the Note or (iii) either Euroclear
or Clearstream, Luxembourg or any other relevant clearing system is closed for
business for a continuous period of fourteen days (other than by reason of
public holidays) or announces an intention to cease business permanently or in
fact does so. In the event of any exchange of interests in this Note for a
Definitive Bearer Note, a common depositary located outside the United States
(the "common depositary") holding this Note for Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system, shall instruct the
Principal Paying Agent regarding the aggregate principal amount of Definitive
Bearer Notes and the denominations of such Definitive Bearer Notes that must be
authenticated and delivered to each relevant clearing system in exchange for
this Note. Thereafter, the Principal Paying Agent, acting solely in reliance on
such instructions, shall, upon surrender to it of this Note and subject to the
conditions in the preceding paragraph, authenticate and deliver Definitive
Bearer Notes in exchange for this Note in accordance with such instructions and
shall cause Schedule [A] [A-1]of this Note to be endorsed to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of this Note. Nothing in this paragraph shall prevent the further
exchange of Definitive Bearer Notes into Registered Notes.

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

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

         This Note may be redeemed, as a whole, at the option of the Issuer at
any time prior to maturity, upon the giving of a Notice of redemption as
described below, at a redemption price equal to 100% of the principal amount
hereof, together with accrued interest to the date fixed for redemption, if the
Issuer determines that, as a result of any change in or amendment to the laws
(including a holding, judgment or as ordered by a court of competent
jurisdiction), or any regulations or rulings promulgated thereunder, of the
United States or of any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment occurs, becomes effective or, in the case of a change in official
position, is announced on or after


                                       21
<PAGE>


the Initial Offering Date hereof, the Issuer has or will become obligated to pay
Additional Amounts, as defined below, with respect to this Note as described
below. Prior to the giving of any Notice of redemption pursuant to this
paragraph, the Issuer shall deliver to the Trustee (i) a certificate stating
that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Issuer to so redeem have occurred, and (ii) an opinion of independent legal
counsel satisfactory to the Trustee to such effect based on such statement of
facts; provided that no such Notice of redemption shall be given earlier than 60
calendar days prior to the earliest date on which the Issuer would be obligated
to pay such Additional Amounts if a payment in respect of this Note were then
due.

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

         If the Issuer shall determine that any payment made outside the United
States by the Issuer or any Paying Agent of principal, premium or interest due
in respect of this Note would, under any present or future laws or regulations
of the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of which is the
disclosure to the Issuer, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of this Note who is a
U.S. Alien (as defined below) (other than such a requirement (a) that would not
be applicable to a payment made by the Issuer or any Paying Agent (i) directly
to the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) that can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a U.S. Alien;
provided that in each case referred to in clauses (a)(ii) and (b) payment by
such custodian, nominee or agent to such beneficial owner is not otherwise
subject to any such requirement), the Issuer shall redeem this Note, as a whole,
at a redemption price equal to 100% of the principal amount thereof, together
with accrued interest to the date fixed for redemption, or, at the election of
the Issuer if the conditions of the next succeeding paragraph are satisfied, pay
the additional amounts specified in such paragraph. The Issuer shall make such
determination and election as soon as practicable, shall promptly notify the
Trustee thereof and shall publish (or transmit, as applicable) prompt notice
thereof (the "Determination Notice") stating the effective date of such
certification, identification or other information reporting requirements,
whether the Issuer will redeem this Note or has elected to pay the additional
amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of this Note must take place, as provided in the
next succeeding sentence. If the Issuer redeems this Note, such redemption shall
take place on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 calendar days prior to the date fixed for redemption or at least 30
calendar days prior to the last day of the Redemption Notice Period specified on
the face hereof. Notice of such redemption of this Note will be given to the
holder of this Note not more than 60 nor less than 30 calendar days prior to the
date


                                       22
<PAGE>


fixed for redemption or within the Redemption Notice Period specified on the
face hereof. Such redemption notice shall include a statement as to the last
date by which this Note to be redeemed may be exchanged for Registered Notes.
Notwithstanding the foregoing, the Issuer shall not so redeem this Note if the
Issuer shall subsequently determine, not less than 30 calendar days prior to the
date fixed for redemption or prior to the last day of the Redemption Notice
Period specified on the face hereof, that subsequent payments would not be
subject to any such certification, identification or other information reporting
requirement, in which case the Issuer shall publish (or transmit, as applicable)
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of the holder of this Note to
exchange this Note for Registered Notes pursuant to the provisions of this
paragraph will terminate at the close of business of the Principal Paying Agent
on the fifteenth day prior to the date fixed for redemption, and no further
exchanges of this Note for Registered Notes shall be permitted.

         If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph would
be fully satisfied by payment of a backup withholding tax or similar charge, the
Issuer may elect by notice to the Trustee to pay as additional amounts such
amounts as may be necessary so that every net payment made outside the United
States following the effective date of such requirements by the Issuer or any
Paying Agent of principal, premium or interest due in respect of this Note of
which the beneficial owner is a U.S. Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Issuer, any Paying Agent or any governmental authority, with respect to the
payment of such additional amounts), after deduction or withholding for or on
account of such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge that (i) would not be applicable in the
circumstances referred to in the second parenthetical clause of the first
sentence of the preceding paragraph, or (ii) is imposed as a result of
presentation of this Note for payment more than 15 calendar days after the date
on which such payment becomes due and payable or on which payment thereof is
duly provided for, whichever occurs later), will not be less than the amount
provided for in this Note to be then due and payable. In the event the Issuer
elects to pay any additional amounts pursuant to this paragraph, the Issuer
shall have the right to redeem this Note as a whole at any time pursuant to the
applicable provisions of the immediately preceding paragraph and the redemption
price of this Note will not be reduced for applicable withholding taxes. If the
Issuer elects to pay additional amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Issuer will redeem this Note as a whole, pursuant to the
applicable provisions of the immediately preceding paragraph.

         The Issuer will, subject to certain exceptions and limitations set
forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a U.S. Alien as may be necessary in order that every
net payment of the principal of and interest on this Note and any other amounts
payable on this Note, after withholding or deduction for or on account of any
present or future tax, assessment or governmental


                                       23
<PAGE>


charge imposed upon or as a result of such payment by the United States, or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in this Note to be then due and payable. The Issuer
will not, however, make any payment of Additional Amounts to any such holder who
is a U.S. Alien for or on account of:

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

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

                  (c) any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a controlled
         foreign corporation or passive foreign investment company with respect
         to the United States or as a corporation which accumulates earnings to
         avoid U.S. federal income tax or as a private foundation or other tax
         exempt organization or a bank receiving interest under Section
         881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

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

                  (e) any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of, or
         interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

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


                                       24
<PAGE>


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

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

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

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


                                       25
<PAGE>


such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of or premium, if any, or interest on
such debt securities) by the holders of a majority in aggregate principal amount
of the debt securities of all affected series then outstanding.

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

         Except as set forth below, if the principal of or premium, if any, or
interest on this Note is payable in a Specified Currency other than U.S. dollars
and such Specified Currency is not available to the Issuer for making payments
hereon due to the imposition of exchange controls or other circumstances beyond
the control of the Issuer or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions within the international banking community, then the Issuer will be
entitled to satisfy its obligations to the holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange Rate (as defined
below) on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of or
premium, if any, or interest on any Note denominated in such Specified Currency
in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the relevant treaty of the European
Union, as amended. Any payment made under such circumstances in U.S. dollars or
euro where the required payment is in an unavailable Specified Currency will not
constitute an Event of Default. If such Market Exchange Rate is not then
available to the Issuer or is not published for a particular Specified Currency,
the Market Exchange Rate will be based on the highest bid quotation in The City
of New York received by the Exchange Rate Agent (as defined below) at
approximately 11:00 a.m., The City of New York time, on the second Business Day
preceding the date of such payment from three recognized


                                       26
<PAGE>


foreign exchange dealers (the "Exchange Dealers") for the purchase by the
quoting Exchange Dealer of the Specified Currency for U.S. dollars for
settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which the
applicable Exchange Dealer commits to execute a contract. One of the Exchange
Dealers providing quotations may be the Exchange Rate Agent unless the Exchange
Rate Agent is an affiliate of the Issuer. If those bid quotations are not
available, the Exchange Rate Agent shall determine the market exchange rate at
its sole discretion.

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

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

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

         With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption 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.


                                       27
<PAGE>


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

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

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

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

         As used herein:

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

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

                  (c) the term "Notices" refers to notices to the holders of the
         Notes to be given by publication in an authorized newspaper in the
         English language and of general circulation in the Borough of
         Manhattan, The City of New York, and London or, if publication in
         London is not practical, in an English language newspaper with general
         circulation in Western Europe; provided that notice may be made at the
         option of the Issuer through the customary notice provisions of the


                                       28
<PAGE>


         clearing system or systems through which beneficial interests in this
         Note are owned. Such Notices will be deemed to have been given on the
         date of such publication (or other transmission, as applicable) or, if
         published in such newspapers on different dates, on the date of the
         first such publication;

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

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

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






                                       29
<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:
       --------------------------------    -------------------------------------







                                       30
<PAGE>



                                                                 [SCHEDULE A](6)

               EXCHANGES FOR DEFINITIVE BEARER NOTES OR DEFINITIVE
             REGISTERED NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,
                           REDEMPTIONS AND REPAYMENTS

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

<TABLE>
                                                                              Remaining
                                                                             Principal
                                                                               Amount
             Principal   Principal    Principal    Principal    Principal   Outstanding
               Amount      Amount       Amount       Amount       Amount      Following
             Exchanged   Exchanged    Exchanged     Redeemed      Repaid        Such       Notation
 Date of        From         for          for        at the       at the     Exchange,    Made by or
 Exchange,   Temporary   Definitive   Definitive     Option       Option     Redemption   on Behalf
Redemption     Global      Bearer     Registered     of the       of the         or       of Paying
or Payment     Notes       Notes        Notes        Issuer       Holder     Repayment       Agent
----------------------------------------------------------------------------------------------------
<S>          <C>         <C>          <C>          <C>          <C>         <C>           <C>

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------

--------------------
          (6) Applies if this Note is not issued as part of, or in relation to, a Unit.

</TABLE>

<PAGE>


                                                               [SCHEDULE A-1](7)

                          PERMANENT GLOBAL BEARER NOTE
                              SCHEDULE OF EXCHANGES


         The initial principal amount of this Note is __________. The following
(A) exchanges of the principal amount of Notes indicated below for the same
principal amount of Notes to be represented by (i) Definitive Bearer Notes or
(ii) Definitive Registered Notes or [(iii) a Global Bearer Note that has been
separated from a Unit (a "Separated Note")](8), (B) exchanges of the principal
amount of Notes that had been represented by (i) a Temporary Global Bearer Note
[or (ii) a Global Bearer Note that is part of a Unit (an "Attached Unit
Note")](9) for an interest in this Note and (C) reductions of the principal
amount of this Note as a result of (i) cancellation upon the application of such
amount to the settlement of Purchase Contracts or the exercise of Warrants, (ii)
redemption at the option of the Issuer or (iii) repayments at the option of the
Holder have been made:

<TABLE>

                                                                                                              Remaining
                                                                                                              Principal
                                                                                                               Amount
                                                                                                             Outstanding
             Principal  [Principal             Principal    Principal                                         Following
               Amount     Amount   [Principal    Amount      Amount      Principal    Principal                 such      Notation
  Date of    Exchanged  Exchanged    Amount    Exchanged    Exchanged     Amount       Amount                 Exchange,     Made
  Exchange,    From      From an    Exchanged     For          For       Redeemed     Repaid at             Cancellation  by or on
Cancellation Temporary   Attached     For      Definative  Definitive     at the     the Option  Principal   Redemption    Behalf
 Redemption,   Global      Unit     Seperated    Bearer    Registered    Option of     of the     Amount         or       of Paying
or Repayment   Notes     Note](9)    Note](8)    Notes        Notes     the Issuer     Holder    Cancelled    Repayment     Agent
------------ ---------  ---------- ----------  ----------  -----------  ----------   ----------  ---------  ------------  ---------
<S>          <C>        <C>        <C>         <C>         <C>          <C>           <C>        <C>        <C>           <C>
------------ ---------  ---------- ----------  ----------  -----------  ----------   ----------  ---------  ------------  ---------

------------ ---------  ---------- ----------  ----------  -----------  ----------   ----------  ---------  ------------  ---------

------------ ---------  ---------- ----------  ----------  -----------  ----------   ----------  ---------  ------------  ---------
--------------------
         (7) This Schedule A-1 needed only if this Note is issued as part of, or in relation to, a Unit.

         (8) Applies only if this Note is attached to a Unit.

         (9) Applies only if this Note has been separated from a Unit.
</TABLE>