Exhibit 4-ss







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                                 MORGAN STANLEY

                                       AND

                          THE BANK OF NEW YORK, Trustee




                     Series Y Junior Subordinated Indenture

                             Dated as of [         ]


                                _________________



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                                TABLE OF CONTENTS
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                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Certain Terms Defined...........................................1

                                    ARTICLE 2
                                   SECURITIES

Section 2.01.  Forms Generally.................................................9
Section 2.02.  Form of Trustee's Certificate of Authentication................10
Section 2.03.  Amount Unlimited; Issuable in Series...........................10
Section 2.04.  Authentication and Delivery of Securities......................13
Section 2.05.  Execution of Securities........................................16
Section 2.06.  Certificate of Authentication..................................17
Section 2.07.  Denomination and Date of Securities; Payments of Interest......17
Section 2.08.  Registration, Transfer and Exchange............................18
Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities......22
Section 2.10.  Cancellation of Securities; Destruction Thereof................23
Section 2.11.  Temporary Securities...........................................23

                                    ARTICLE 3
                             COVENANTS OF THE ISSUER

Section 3.01.  Payment of Principal and Interest..............................24
Section 3.02.  Offices for Payments, etc......................................25
Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee.............26
Section 3.04.  Paying Agents..................................................26
Section 3.05.  Written Statement to Trustee...................................27
Section 3.06.  Luxembourg Publications........................................27

                                    ARTICLE 4
         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 4.01.  Issuer to Furnish Trustee Information as to Names and
               Addresses of Securityholders...................................28
Section 4.02.  Preservation and Disclosure of Securityholders Lists...........28
Section 4.03.  Reports by the Issuer..........................................28
Section 4.04.  Reports by the Trustee.........................................28


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                                    ARTICLE 5
   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT OF DEFAULT

Section 5.01.  Event of Default Defined; Acceleration of Maturity;
               Waiver of Event of Default.....................................28
Section 5.02.  Collection of Indebtedness by Trustee; Trustee May Prove Debt..31
Section 5.03.  Applications of Proceeds.......................................34
Section 5.04.  Suits for Enforcement..........................................35
Section 5.05.  Restoration of Rights on Abandonment of Proceedings............35
Section 5.06.  Limitations on Suits by Securityholder; Default Defined........35
Section 5.07.  Unconditional Right of Securityholders to Institute Certain
               Suits..........................................................37
Section 5.08.  Powers and Remedies Cumulative; Delay or Omission Not Waiver
               of Default; Restoration of Rights and Remedies.................37
Section 5.09.  Control by Holders of Securities...............................38
Section 5.10.  Waiver of Past Defaults........................................39
Section 5.11.  Trustee to Give Notice of Default, But May Withhold in
               Certain Circumstances..........................................39
Section 5.12.  Right of Court to Require Filing of Undertaking to Pay Costs...40

                                    ARTICLE 6
                             CONCERNING THE TRUSTEE

Section 6.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default...............................................40
Section 6.02.  Certain Rights of the Trustee..................................42
Section 6.03.  Trustee Not Responsible for Recitals, Disposition of
               Securities or Application of Proceeds Thereof..................43
Section 6.04.  Trustee and Agents May Hold Securities or Coupons;
               Collections, etc...............................................43
Section 6.05.  Moneys Held by Trustee.........................................43
Section 6.06.  Compensation and Indemnification of Trustee and Its Prior
               Claim..........................................................44
Section 6.07.  Right of Trustee to Rely on Officer's Certificate, etc.........44
Section 6.08.  Indentures Not Creating Potential Conflicting Interests for
               the Trustee....................................................44
Section 6.09.  Persons Eligible for Appointment as Trustee....................45
Section 6.10.  Resignation and Removal; Appointment of Successor Trustee......45
Section 6.11.  Acceptance of Appointment by Successor Trustee.................47
Section 6.12.  Merger, Conversion, Consolidation or Succession to Business
               of Trustee.....................................................48
Section 6.13.  Preferential Collection of Claims Against the Issuer...........49
Section 6.14.  Appointment of Authenticating Agent............................49


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                                    ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

Section 7.01.  Evidence of Action Taken by Securityholders....................50
Section 7.02.  Proof of Execution of Instruments and of Holding of
               Securities.....................................................50
Section 7.03.  Holders to be Treated as Owners................................52
Section 7.04.  Securities Owned by Issuer Deemed Not Outstanding..............52
Section 7.05.  Right of Revocation of Action Taken............................53

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

Section 8.01.  Supplemental Indentures Without Consent of Securityholders.....53
Section 8.02.  Supplemental Indentures With Consent of Securityholders........55
Section 8.03.  Effect of Supplemental Indenture...............................57
Section 8.04.  Documents to be Given to Trustee...............................57
Section 8.05.  Notation on Securities in Respect of Supplemental Indentures...57
Section 8.06.  Subordination Unimpaired.......................................57

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.01.  Covenant Not to Merge, Consolidate, Sell or Convey Property
               Except Under Certain Conditions................................58
Section 9.02.  Successor Corporation Substituted..............................58
Section 9.03.  Opinion of Counsel Delivered to Trustee........................59

                                   ARTICLE 10
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.01.  Satisfaction and Discharge of Indenture.......................59
Section 10.02.  Application by Trustee of Funds Deposited for Payment of
                Securities....................................................64
Section 10.03.  Repayment of Moneys Held by Paying Agent......................65
Section 10.04.  Return of Moneys Held by Trustee and Paying Agent Unclaimed
                for Two Years.................................................65
Section 10.05.  Indemnity for U.S. Government Obligations.....................65

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

Section 11.01.  Incorporators, Stockholders, Officers and Directors of
                Issuer Exempt from Individual Liability.......................66
Section 11.02.  Provisions of Indenture for the Sole Benefit of Parties and
                Holders of Securities and Coupons.............................66


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Section 11.03.  Successors and Assigns of Issuer Bound by Indenture...........66
Section 11.04.  Notices and Demands on Issuer, Trustee and Holders of
                Securities and Coupons........................................66
Section 11.05.  Officer's Certificates and Opinions of Counsel; Statements
                to be Contained Therein.......................................67
Section 11.06.  Payments Due on Saturdays, Sundays and Holidays...............68
Section 11.07.  Conflict of Any Provision of Indenture with Trust Indenture
                Act of 1939...................................................68
Section 11.08.  New York Law to Govern........................................69
Section 11.09.  Counterparts..................................................69
Section 11.10.  Effect of Headings............................................69
Section 11.11.  Securities in a Foreign Currency..............................69
Section 11.12.  Judgment Currency.............................................70

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01.  Applicability of Article......................................70
Section 12.02.  Notice of Redemption; Partial Redemptions.....................70
Section 12.03.  Payment of Securities Called for Redemption...................72
Section 12.04.  Exclusion of Certain Securities from Eligibility for
                Selection for Redemption......................................73
Section 12.05.  Mandatory and Optional Sinking Funds..........................74

                                   ARTICLE 13
                                  SUBORDINATION

Section 13.01.  Securities and Coupons Subordinated to Senior Indebtedness....76
Section 13.02.  Disputes with Holders of Certain Senior Indebtedness..........78
Section 13.03.  Subrogation...................................................78
Section 13.04.  Obligation of Issuer Unconditional............................79
Section 13.05.  Payments on Securities and Coupons Permitted..................79
Section 13.06.  Effectuation of Subordination by Trustee......................80
Section 13.07.  Knowledge of Trustee..........................................80
Section 13.08.  Trustee May Hold Senior Indebtedness..........................80
Section 13.09.  Rights of Holders of Senior Indebtedness Not Impaired.........80
Section 13.10.  Article Applicable to Paying Agents...........................81
Section 13.11.  Trustee; Compensation Not Prejudiced..........................81



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     THIS INDENTURE, dated as of January 25, 2006 between MORGAN STANLEY, a
Delaware corporation (the "Issuer"), and THE BANK OF NEW YORK, as trustee (the
"Trustee"),

                              W I T N E S S E T H :

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
junior subordinated unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

     WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities and of the coupons, if any, appertaining thereto as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of this Indenture. All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted at the
time of any computation.


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The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. The terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular.

     "1998 Junior Subordinated Indenture" means the junior subordinated
indenture, dated as of March 1, 1998, between Morgan Stanley (formerly known as
Morgan Stanley, Dean Witter, Discover & Co.) and The Bank of New York, as
trustee.

     "2004 Junior Subordinated Indenture" means the junior subordinated
indenture, dated as of October 1, 2004, between Morgan Stanley and The Bank of
New York, as trustee.

     "Additional Interest" means compounded interest arising on any deferred
interest payments, as defined in any series of Securities.

     "Additional Sums" has the meaning specified in Section 2.03(r) of this
Indenture.

     "Authenticating Agent" shall have the meaning set forth in Section 6.14.

     "Authorized Newspaper" means a newspaper (which, in the case of The City of
New York, will, if practicable, be The Wall Street Journal (Eastern Edition), in
the case of the United Kingdom, will, if practicable, be the Financial Times
(London Edition) and, in the case of Luxembourg, will, if practicable, be the
Luxemburger Wort) published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, the
United Kingdom or in Luxembourg, as applicable. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof
which is made or given with the approval of the Trustee shall constitute a
sufficient publication of such notice.

     "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.

     "Business Day" means, with respect to any Security, unless otherwise
specified pursuant to Section 2.03, a day that in the city (or in any of the
cities, if


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more than one) in which amounts are payable, as specified in the form of such
Security, is not a day on which banking institutions are authorized or required
by law or regulation to close.

     "Capital Securities" means, with respect to a Morgan Stanley Capital Trust,
the undivided beneficial interests in the assets of such trust that rank pari
passu with the Common Securities issued by such trust; provided, that upon the
occurrence of an Event of Default with respect to the Securities held by such
trust, the rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

     "Capital Securities Guarantee" means, with respect to a Morgan Stanley
Capital Trust, any Guarantee that the Guarantor enters into with The Bank of New
York or any other Person that operates directly or indirectly for the benefit of
holders of the Capital Securities of such trust.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

     "Common Securities" means, with respect to a Morgan Stanley Capital Trust,
the undivided beneficial interests in the assets of such trust that rank pari
passu with the Capital Securities issued by such trust; provided, that upon the
occurrence of an Event of Default with respect to the Securities held by such
trust, the rights of holders of such Common Securities to payment in respect to
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

     "Common Securities Guarantee" means, with respect to a Morgan Stanley
Capital Trust, any Guarantee that the Guarantor enters into with any Person that
operates directly or indirectly for the benefit of holders of the Common
Securities of such trust.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in New York, New York.

     "Coupon" means any interest coupon appertaining to a Security.

     "covenant defeasance" shall have the meaning set forth in Section 10.01(c).


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     "Default" shall have the meaning set forth in Section 5.06.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

     "Direct Action" means a legal proceeding instituted by a holder of the
Capital Securities of a Morgan Stanley Capital Trust directly against the Issuer
for the enforcement of payment to such holder of any amounts payable in respect
of the Securities held by such trust having a principal amount equal to the
aggregate liquidation amount of the Capital Securities held by such holder, if
an Event of Default or a Default attributable to the failure of the Issuer to
pay any amounts payable in respect of such Securities on the date such amounts
are otherwise payable (in accordance with the terms hereof and thereof) has
occurred and is continuing.

     "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

     "Event of Default" means any event or condition specified as such in
Section 5.01.

     "Foreign Currency" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

     "Guarantor" means the Issuer in its capacity as guarantor under any Trust
Securities Guarantee.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean (a) in the case of any Registered Security, the Person in whose name such
Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or


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supplemented or both, and shall include the forms and terms of particular series
of Securities established as contemplated hereunder.

     "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

     "Issuer" means (except as otherwise provided in Article 6) Morgan Stanley,
a Delaware corporation, and, subject to Article 9, its successors and assigns.

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by any one of the following: the Chairman of the Board, the
President, the Chief Financial Officer, the Chief Strategic and Administrative
Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer or any
other person authorized by the Board of Directors to execute any such written
statement, request or order.

     "Judgment Currency" shall have the meaning set forth in Section 11.12.

     "Morgan Stanley Capital Trust" means a Morgan Stanley Capital Trust, a
Delaware statutory business trust, or any permitted successor thereto, or any
substantially similar Delaware statutory business trust sponsored by the Issuer.

     "Officer's Certificate" means a certificate (i) signed by any one of the
following: the Chairman of the Board, the President, the Chief Financial
Officer, the Chief Strategic and Administrative Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer or any other person authorized
by the Board of Directors to execute any such certificate and (ii) delivered to
the Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.05.

     "Opinion of Counsel" means an opinion in writing signed by the Chief Legal
Officer of the Issuer, or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and
include the statements provided for in Section 11.05.

     "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.


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     "Outstanding" when used with reference to Securities, shall, subject to the
provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

     (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys or U.S. Government Obligations (as provided for in Section 10.01) in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer for the Holders of such Securities (if the
Issuer shall act as its own paying agent), provided that if such Securities, or
portions thereof, are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and

     (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such Security is held by a
person in whose hands such Security is a legal, valid and binding obligation of
the Issuer).

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Issuer or its agents upon the issuance of such
Securities.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "record date" shall have the meaning set forth in Section 2.07.


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     "Redemption Notice Period" shall have the meaning set forth in Section
12.02.

     "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.04, and bearing the legend prescribed in Section 2.04.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 11.12.

     "Responsible Officer" when used with respect to the Trustee means the
chairman of the Board of Directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president,
(whether or not designated by numbers or words added before or after the title
"vice president") the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Senior Indentures" means (i) an Indenture dated June 15, 1988, between
Morgan Stanley (formerly known as Morgan Stanley Group Inc.) and JPMorgan Chase
Bank (formerly known as Chemical Bank), Trustee, as the same may be amended from
time to time, (ii) an Indenture between Morgan Stanley (formerly known as Dean
Witter, Discover & Co.) and The First National Bank of Chicago, as trustee,
dated as of February 24, 1993, as the same may be amended from time to time,
(iii) an Amended and Restated Senior Indenture between Morgan Stanley (formerly
known as Morgan Stanley Dean Witter & Co.) and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee, dated as of May 1, 1999, as
supplemented by a First Supplemental Senior Indenture dated as of September 15,
2000 and a Second Supplemental Senior Indenture dated as of October 8, 2002 and
by a Third Supplemental Senior Indenture dated as of August 29, 2003, as the
same may be amended from time to time, (iv) a Senior Indenture dated as of May
15, 1999, between Morgan Stanley (formerly known as Morgan Stanley Dean Witter &
Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank),
Trustee, as the same may be amended from time to time,


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and (v) a Senior Indenture between Morgan Stanley and JPMorgan Chase Bank, as
trustee, dated as of November 1, 2004, as the same may be amended from time to
time.

     "Senior Indebtedness" means (i) obligations (other than non-recourse
obligations, the Securities or any other obligations specifically designated as
being subordinate in right of payment to Senior Indebtedness) of, or guaranteed
or assumed by, the Issuer for borrowed money or evidenced by bonds, debentures,
notes or similar instruments, including obligations with respect to securities
issued under the Issuer's Senior Indentures, Senior Subordinated Indentures,
1998 Junior Subordinated Indenture or 2004 Junior Subordinated Indenture, and
amendments, renewals, extensions, modifications and refundings of any of such
indebtedness or of such obligations, (ii) capitalized lease obligations of the
Issuer, (iii) obligations of the Issuer issued or assumed as the deferred
purchase price of property, (iv) obligations of the Issuer in respect of
interest rate, foreign exchange rate and commodity forward contracts, options
and swaps and similar arrangements and (v) all obligations of the type referred
to in clauses (i) through (iv) of other Persons which the Issuer has guaranteed
or is responsible or liable for as obligor or otherwise; subject to, if provided
in the supplemental indenture under which a series of Securities is issued or in
the form of Security for such series, any modifications to this definition of
Senior Indebtedness, including additional obligations that the Issuer may
determine to include within this definition and obligations that may be excluded
from this definition, pursuant to Section 2.3 hereof.

     "Senior Subordinated Indentures" means (i) an Amended and Restated
Subordinated Indenture between Morgan Stanley (formerly known as Morgan Stanley
Dean Witter & Co.) and J.P. Morgan Trust Company, National Association, as
successor to The First National Bank of Chicago, as trustee, dated as of May 1,
1999, as the same may be amended from time to time, and (ii) a Subordinated
Indenture, dated as of October 1, 2004, between Morgan Stanley and J.P. Morgan
Trust Company, National Association, as trustee, as the same may be amended from
time to time.

     "Trust Agreement" means, with respect to a Morgan Stanley Capital Trust,
the Amended and Restated Trust Agreement of such trust.

     "Trust Indenture Act of 1939" means the Trust Indenture Act of 1939.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 6, shall also include any
successor trustee. "Trustee" shall also mean or include each Person who is then
a trustee hereunder and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.


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     "Trust Securities" means, with respect to a Morgan Stanley Capital Trust,
the Common Securities and the Capital Securities issued by such trust.

     "Trust Securities Guarantee" means, with respect to a Morgan Stanley
Capital Trust, the Common Securities Guarantee and the Capital Securities
Guarantee covering the Common Securities and the Capital Securities,
respectively, of such trust.

     "Unregistered Security" means any Security other than a Registered
Security.

     "U.S. Government Obligations" shall have the meaning set forth in Section
10.01(a).

     "Yield to Maturity" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                    ARTICLE 2
                                   SECURITIES

     Section 2.01. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.


                                       9
<PAGE>


     Section 2.01. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

          "This is one of the Securities referred to in the within-mentioned
          Series Y Junior Subordinated Indenture.


                                    ---------------------------------------
                                       as Trustee

Dated:                             By:
       ---------------------------     ------------------------------------
                                               Authorized Signatory

     If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

          "This is one of the Securities referred to in the within-mentioned
          Series Y Junior Subordinated Indenture.


                                    ---------------------------------------
                                       as Authenticating Agent

Dated:                             By:
       ---------------------------     ------------------------------------
                                               Authorized Signatory

     Section 2.03. Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more series and the Securities of
each such series shall rank equally and pari passu with the Securities of each
other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
13, to all Senior Indebtedness of the Issuer. There shall be established in or
pursuant to one or more Board Resolutions (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

     (a) the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;


                                       10
<PAGE>


     (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09, 2.11, 8.05 or 12.03);

     (c) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Foreign
Currency);

     (d) the date or dates on which the principal of the Securities of the
series is payable and any provisions for the advancement of any such date;

     (e) the rate or rates at which the Securities of the series shall bear
interest, if any, the rate or rates and extent to which Additional Interest, if
any, shall be payable in respect of any Securities of such series, the date or
dates from which such interest shall accrue, on which such interest shall be
payable and (in the case of Registered Securities) on which a record shall be
taken for the determination of Holders to whom interest is payable and/or the
method by which such rate or rates or date or dates shall be determined;

     (f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02), the place or places where the Securities of the series may be presented
for registration of transfer or exchange and the place or places where notices
and demands to or upon the Issuer in respect of the Securities of the series may
be made;

     (g) any provisions relating to the deferral of interest payments on the
Securities of the series at the option of the Issuer or otherwise, including the
duration of any such deferral or extension period and the maximum period during
which interest payments may be deferred or extended;

     (h) the right, if any, of the Issuer to redeem Securities of the series, in
whole or in part, at its option and the period or periods within which, the
price or prices at which and any terms and conditions, including the Redemption
Notice Period, upon which Securities of the series may be so redeemed, pursuant
to any sinking fund or otherwise;

     (i) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which, the period or periods within which and any terms and conditions
upon which Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation;


                                       11
<PAGE>


     (j) any securities exchange or quotation system on which the Securities of
the series may be listed or quoted, as applicable;

     (k) if other than denominations of $25 and any integral multiple thereof,
the denominations in which Securities of the series shall be issuable;

     (l) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof;

     (m) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

     (n) if the Securities of a series may be converted into or exchanged for
stock or other securities of the Issuer or other entities, the terms upon which
such series may be converted or exchanged, any specific terms relating to the
adjustment thereof and the period during which such Securities may be so
converted or exchanged;

     (o) if the principal of or interest on the Securities of such series are to
be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

     (p) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

     (q) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Unregistered Securities (with or without Coupons), or any
combination of the foregoing, any restrictions applicable to the offer, sale or
delivery of Unregistered Securities or the payment of interest thereon and, if
other than as provided in Section 2.08. the terms upon which Unregistered
Securities of any series may be exchanged for Registered Securities of such
series and vice versa;

     (r) whether and under what circumstances the Issuer will pay any additional
amounts ("Additional Sums") on the Securities of the series held by a person who
is not a U.S. person or held in a Morgan Stanley Capital Trust in respect of any
tax, assessment or governmental charge withheld or deducted and,


                                       12
<PAGE>


if so, whether the Issuer will have the option to redeem such Securities rather
than pay such Additional Sums;

     (s) if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

     (t) any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such
series;

     (u) any additions, modifications or deletions in the Defaults, Events of
Default or covenants of the Issuer set forth herein with respect to the
Securities of such series;

     (v) any modifications, including additions to or exclusions from, the
definition of Senior Indebtedness; and

     (w) any other terms of the series.

     All Securities of any one series and Coupons, if any, appertaining thereto,
shall be substantially identical, except in the case of Registered Securities as
to denomination and except as may otherwise be provided by or pursuant to the
Board Resolution or Officer's Certificate referred to above or as set forth in
any such indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent
with the terms of this Indenture, if so provided by or pursuant to such Board
Resolution, such Officer's Certificate or in any such indenture supplemental
hereto.

     Section 2.04. Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons, if
any, executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below in this Section, the Trustee shall
thereupon authenticate and deliver such Securities to or upon the order of the
Issuer (contained in the Issuer Order referred to below in this Section) or
pursuant to such procedures acceptable to the Trustee and to such recipients as
may be specified from time to time by an Issuer Order. The maturity date,
original issue date, interest rate and any other terms of the Securities of such
series and Coupons, if any, appertaining thereto (including Redemption Notice
Periods) shall be determined by or pursuant to such Issuer Order and procedures.
If provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral instructions from the Issuer or its
duly authorized agent, which instructions shall be promptly confirmed in
writing. In


                                       13
<PAGE>


authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive (in the case of subparagraphs (b), (c) and (d) below only at
or before the time of the first request of the Issuer to the Trustee to
authenticate Securities of such series) and (subject to Section 6.01) shall be
fully protected in relying upon, unless and until such documents have been
superceded or revoked:

     (a) an Issuer Order requesting such authentication and setting forth
delivery instructions if the Securities and Coupons, if any, are not to be
delivered to the Issuer, provided that, with respect to Securities of a series
subject to a Periodic Offering, (i) such Issuer Order may be delivered by the
Issuer to the Trustee prior to the delivery to the Trustee of such Securities
for authentication and delivery, (ii) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, pursuant to an Issuer Order or pursuant to procedures acceptable to
the Trustee as may be specified from time to time by an Issuer Order, (iii) the
maturity date or dates, original issue date or dates, interest rate or rates and
any other terms of Securities of such series (including Redemption Notice
Periods) shall be determined by an Issuer Order or pursuant to such procedures
and (iv) if provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Issuer or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing;

     (b) any Board Resolution, Officer's Certificate and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to
which the forms and terms of the Securities and Coupons, if any, were
established;

     (c) an Officer's Certificate setting forth the form or forms and terms of
the Securities and Coupons, if any, stating that the form or forms and terms of
the Securities and Coupons, if any, have been established pursuant to Sections
2.01 and 2.03 and comply with this Indenture, and covering such other matters as
the Trustee may reasonably request; and

     (d) at the option of the Issuer, either an Opinion of Counsel, or a letter
addressed to the Trustee permitting it to rely on an Opinion of Counsel,
substantially to the effect that:

          (i) the forms of the Securities and Coupons, if any, have been duly
     authorized and established in conformity with the provisions of this
     Indenture;

          (ii) in the case of an underwritten offering, the terms of the
     Securities have been duly authorized and established in conformity with


                                       14
<PAGE>


     the provisions of this Indenture, and, in the case of an offering that is
     not underwritten, certain terms of the Securities have been established
     pursuant to a Board Resolution, an Officer's Certificate or a supplemental
     indenture in accordance with this Indenture, and when such other terms as
     are to be established pursuant to procedures set forth in an Issuer Order
     shall have been established, all such terms will have been duly authorized
     by the Issuer and will have been established in conformity with the
     provisions of this Indenture;

          (iii) when the Securities and Coupons, if any, have been executed by
     the Issuer and authenticated by the Trustee in accordance with the
     provisions of this Indenture and delivered to and duly paid for by the
     purchasers thereof, they will have been duly issued under this Indenture
     and will be valid and legally binding obligations of the Issuer,
     enforceable in accordance with their respective terms, and will be entitled
     to the benefits of this Indenture; and

          (iv) the execution and delivery by the Issuer of, and the performance
     by the Issuer of its obligations under, the Securities and Coupons, if any,
     will not contravene any provision of applicable law or the certificate of
     incorporation or by-laws of the Issuer or any agreement or other instrument
     binding upon the Issuer or any of its subsidiaries that is material to the
     Issuer and its subsidiaries, considered as one enterprise, or, to the best
     of such counsel's knowledge, any judgment, order or decree of any
     governmental body, agency or court having jurisdiction over the Issuer or
     any subsidiary, and no consent, approval or authorization of any
     governmental body or agency is required for the performance by the Issuer
     of its obligations under the Securities and Coupons, if any, except such as
     are specified and have been obtained and such as may be required by the
     securities or blue sky laws of the various states in connection with the
     offer and sale of the Securities and Coupons, if any.

     In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of New York and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes he and the Trustee are entitled so to rely. Such counsel may
also state that, insofar as such opinion involves factual matters, he has
relied, to the extent he deems proper, upon


                                       15
<PAGE>


certificates of officers of the Issuer and its subsidiaries and certificates of
public officials.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would affect the Trustee's own rights, duties or
immunities under the Securities, this Indenture or otherwise.

     If the Issuer shall establish pursuant to Section 2.03 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series, authenticate
and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Registered Global Security or
Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions and
(iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the 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."

     Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

     Section 2.05. Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by one
of the following: the Chairman of the Board, the President, the Chief Financial
Officer, the Chief Strategic and Administrative Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer or any other person authorized
by the Board of Directors to execute Securities or, if applicable, Coupons,
which Securities or Coupons may, but need not, be attested. Such signatures may
be the manual or facsimile signatures of the present or any future such
officers. Minor errors or defects in any such reproduction of any such signature
shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.


                                       16
<PAGE>


     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

     Section 2.06. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     Section 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.03 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.03.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.03.

     The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to


                                       17
<PAGE>


receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Registered Security subsequent
to the record date and prior to such interest payment date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the Persons in whose names Outstanding Registered Securities
for such series are registered at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of Registered Securities not less than 15
days preceding such subsequent record date. The term "record date" as used with
respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean the date specified as such
in the terms of the Registered Securities of such series established as
contemplated by Section 2.03, or, if no such date is so established, if such
interest payment date is the first day of a calendar month, the fifteenth day of
the next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month, whether
or not such record date is a Business Day.

     Section 2.08. Registration, Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.02 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

     Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

     At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon


                                       18
<PAGE>


surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.02
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.03, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.02, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so require, of the charges hereinafter provided. At
the option of the Holder thereof, if Unregistered Securities of any series,
maturity date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise specified pursuant to Section 2.03,
such Unregistered Securities may be exchanged for Unregistered Securities of
such series having authorized denominations and an equal aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.02 or as specified pursuant to Section 2.03 with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless otherwise
specified pursuant to Section 2.03, Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities and Coupons surrendered upon any exchange or
transfer provided for in this Indenture shall be promptly cancelled and disposed
of by the Trustee and the Trustee will deliver a certificate of disposition
thereof to the Issuer.

     All Registered Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by the
Holder or his attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.


                                       19
<PAGE>


     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed or
(b) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

     Notwithstanding any other provision of this Section 2.08, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

     If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities shall
no longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary eligible under Section 2.04 with respect to such Registered
Securities. If a successor Depositary eligible under Section 2.04 for such
Registered Securities is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer's
election pursuant to Section 2.03 that such Registered Securities be represented
by one or more Registered Global Securities shall no longer be effective and the
Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in
exchange for such Registered Global Security or Securities.

     The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more Registered
Global Securities shall no longer be represented by a Registered Global Security
or Securities. In such event the Issuer will execute, and the Trustee, upon
receipt of an Officer's Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or Securities.


                                       20
<PAGE>


     If specified by the Issuer pursuant to Section 2.03 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

     (a) to the Person specified by such Depositary a new Registered Security or
Securities of the same series, of any authorized denominations as requested by
such Person, in an aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Registered Global Security; and

     (b) to such Depositary a new Registered Global Security in a denomination
equal to the difference, if any, between the principal amount of the surrendered
Registered Global Security and the aggregate principal amount of Registered
Securities authenticated and delivered pursuant to clause (a) above.

     Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee. Securities in definitive registered form without coupons
issued in exchange for a Registered Global Security pursuant to this Section
2.08 shall be registered in such names and in such authorized denominations as
the Depositary for such Registered Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Issuer, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

     Notwithstanding anything herein or in the terms of any series of Securities
to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or
the Trustee (any of which, other than the Issuer, shall rely on an Officer's
Certificate and an Opinion of Counsel) shall be required to exchange any
Unregistered Security for a Registered Security if such exchange would result in
adverse Federal income tax consequences to the Issuer (such as, for example, the
inability of the Issuer to deduct from its income, as computed for Federal
income tax purposes, the interest payable on the Unregistered Securities) under
then applicable United States Federal income tax laws.


                                       21
<PAGE>


     Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security or any Coupon appertaining to any
Security shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver a new Security
of the same series, maturity date, interest rate and original issue date,
bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof and in the case of mutilation or defacement shall
surrender the Security and related Coupons to the Trustee or such agent.

     Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee or its agent) connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as any of them
may require to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer and the Trustee
and any agent of the Issuer or the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof.

     Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered hereunder.
All Securities and Coupons shall be


                                       22
<PAGE>


held and owned upon the express condition that, to the extent permitted by law,
the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, defaced or destroyed, lost or stolen Securities and
Coupons and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

     Section 2.10. Cancellation of Securities; Destruction Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall return such cancelled Securities and Coupons held by it to the
Issuer. If the Issuer or its agent shall acquire any of the Securities or
Coupons, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities or Coupons unless and until the
same are delivered to the Trustee or its agent for cancellation.

     Section 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Registered Securities of such
series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.02
and, in the case of Unregistered Securities, at any agency maintained by the
Issuer for such purpose as specified pursuant to Section 2.03, and the Trustee
shall authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate


                                       23
<PAGE>


Coupons. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.03. The
provisions of this Section are subject to any restrictions or limitations on the
issue and delivery of temporary Unregistered Securities of any series that may
be established pursuant to Section 2.03 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

                                   ARTICLE 3
                             COVENANTS OF THE ISSUER

     Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions that may be established pursuant to Section 2.03.
The interest on Registered Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders thereof and, at the option of the Issuer,
may be paid by wire transfer or by mailing checks for such interest payable to
or upon the written order of such Holders at their last addresses as they appear
on the registry books of the Issuer; provided, however, that, if the Securities
of such series are held by a Morgan Stanley Capital Trust or a trustee of such
trust and a holder of a Capital Security of such trust brings a successful
Direct Action with respect to any interest payable on such Securities, such
interest will be payable directly to such holder. In such event, the Issuer will
have the


                                       24
<PAGE>


right to set-off such payment to such holder against its obligation to pay
interest on such Securities to such Morgan Stanley Capital Trust.

     Section 3.02. Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The
City of New York, an office or agency where the Registered Securities of each
series may be presented for payment, where the Securities of each series may be
presented for exchange as is provided in this Indenture and, if applicable,
pursuant to Section 2.03 and where the Registered Securities of each series may
be presented for registration of transfer as in this Indenture provided.

     The Issuer initially appoints the Corporate Trust Office of the Trustee in
the Borough of Manhattan, The City of New York, as its agency for the foregoing
purposes. The Issuer may subsequently appoint a different office or agency of
the Issuer in the Borough of Manhattan, The City of New York. The Issuer further
initially appoints the Trustee at said Corporate Trust Office as Security
registrar for each series of Securities. The Issuer will have the right to
remove and replace from time to time the Security registrar for any series of
Securities; provided that no such removal or replacement will be effective until
a successor Security registrar with respect to such series of Securities has
been appointed by the Issuer and has accepted such appointment.

     The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto may
be presented for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an agency
of the Issuer within the United States nor will any payment be made by transfer
to an account in, or by mail to an address in, the United States unless pursuant
to applicable United States laws and regulations then in effect such payment can
be made without adverse tax consequences to the Issuer. Notwithstanding the
foregoing, payments in Dollars of Unregistered Securities of any series and
Coupons appertaining thereto which are payable in Dollars may be made at an
agency of the Issuer maintained in the Borough of Manhattan, The City of New
York if such payment in Dollars at each agency maintained by the Issuer outside
the United States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.

     The Issuer will maintain in the Borough of Manhattan, The City of New York,
an office or agency where notices and demands to or upon the Issuer in respect
of the Securities of any series, the Coupons appertaining thereto or this
Indenture may be served.


                                       25
<PAGE>


     The Issuer will give to the Trustee written notice of the location of each
such office or agency and of any change of location thereof. In case the Issuer
shall fail to maintain any agency required by this Section to be located in the
Borough of Manhattan, The City of New York, or shall fail to give such notice of
the location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.

     The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section
2.03 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Trustee prompt written
notice of any such designation or rescission thereof.

     Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

     Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section,

     (a) that it will hold all sums received by it as such agent for the payment
of the principal of or interest on the Securities of such series (whether such
sums have been paid to it by the Issuer or by any other obligor on the
Securities of such series) in trust for the benefit of the Holders of the
Securities of such series, or Coupons appertaining thereto, if any, or of the
Trustee,

     (b) that it will give the Trustee notice of any failure by the Issuer (or
by any other obligor on the Securities of such series) to make any payment of
the principal of or interest on the Securities of such series when the same
shall be due and payable, and

     (c) that it will pay any such sums so held in trust by it to the Trustee
upon the Trustee's written request at any time during the continuance of the
failure referred to in clause (b) above.


                                       26
<PAGE>


     The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

     If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due. The Issuer will promptly notify the Trustee of any failure to
take such action.

     Anything in this Section to the contrary notwithstanding, but subject to
Section 10.01 and to the terms of any series of Securities, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to one or more or all series of Securities hereunder, or for any other reason,
pay or cause to be paid to the Trustee all sums held in trust for any such
series by the Issuer or any paying agent hereunder, as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.03 and 11.04.

     Section 3.05. Written Statement to Trustee. The Issuer will furnish to the
Trustee on or before March 31 in each year (beginning with March 31, 2006) a
brief certificate (which need not comply with Section 11.05) from the principal
executive, financial or accounting officer of the Issuer stating that in the
course of the performance by the signer of his duties as an officer of the
Issuer he would normally have knowledge of any default or non-compliance by the
Issuer in the performance of any covenants or conditions contained in this
Indenture, stating whether or not he has knowledge of any such default or
non-compliance and, if so, specifying each such default or non-compliance of
which the signer has knowledge and the nature thereof.

     Section 3.06. Luxembourg Publications. In the event of the publication of
any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.02, 10.04, 12.02 or 12.05,
the party making such publication in the Borough of Manhattan, The City of New
York and London shall also, to the extent that notice is required to be given to
Holders of Securities of any series by applicable Luxembourg law or stock
exchange regulation, as evidenced by an Officer's Certificate delivered to such
party, make a similar publication in Luxembourg.


                                       27
<PAGE>


                                   ARTICLE 4
         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

     Section 4.01. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Registered Securities of such series pursuant to
Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than
15 days after each record date for the payment of interest on such Registered
Securities, as hereinabove specified, as of such record date and on dates to be
determined pursuant to Section 2.03 for non-interest bearing Registered
Securities in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.

     Section 4.02. Preservation and Disclosure of Securityholders Lists. This
Section intentionally left blank.

     Section 4.03. Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or pursuant to Section 314 of the Trust Indenture Act of 1939.

     Section 4.04. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before May 15 in each year beginning May 15, 2006, as provided in Section 313(c)
of the Trust Indenture Act of 1939, so long as any Securities are Outstanding
hereunder, and shall be dated as of a date convenient to the Trustee no more
than 60 days prior thereto.

                                   ARTICLE 5
       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT OF
                                    DEFAULT

     Section 5.01. Event of Default Defined; Acceleration of Maturity; Waiver of
Event of Default. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or


                                       28
<PAGE>


regulation of any administrative or governmental body) unless it is specifically
deleted or modified in the supplemental indenture, if any, under which such
series of Securities is issued:

     (a) failure to pay in full the interest accrued on any Securities of such
series upon the conclusion of an extension of the interest payment period of the
number of payment periods specified herein or pursuant to Section 2.03 and
continuance of that failure for a period of 30 days; or

     (b) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
its property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

     (c) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Issuer or for any substantial part of its property, or make any general
assignment for the benefit of creditors; or

     (d) any other Event of Default provided in the supplemental indenture under
which such series of Securities is issued or in the form of Security for such
series.

     If an Event of Default described in clause (a) or (d) (if the Event of
Default under clause (a) or (d) is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, then, and in each and
every such case, except for any series of Securities the principal of which
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities of each such
affected series then Outstanding hereunder (voting as a single class) or, if the
Securities of such series are held by a Morgan Stanley Capital Trust or a
trustee of such trust and should the Trustee or such Holders of the Outstanding
Securities fail to make the declaration referred to below, the holders of at
least 25% in aggregate liquidation amount of the outstanding Capital Securities
of such trust (voting as a separate class), by notice in writing to the Issuer
(and to the Trustee if given by Securityholders or the holders of Capital
Securities), may declare the entire principal (or, if any of the Securities of
any such affected series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of such Securities) of all
Securities of all such affected series or of such


                                       29
<PAGE>


series held by a Morgan Stanley Capital Trust, as the case may be, and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration, the same shall become immediately due and payable.

     If an Event of Default described in clause (b), (c) or (d) (if the Event of
Default under clause (d) is with respect to all series of Securities then
Outstanding) occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities then Outstanding hereunder (treated as
one class), or, if the Securities of any such series are held by a Morgan
Stanley Capital Trust or a trustee of such trust and should the Trustee or such
Holders of the Outstanding Securities fail to make the declaration referred to
below, the holders of at least 25% in aggregate liquidation amount of the
outstanding Capital Securities of such trust (treated as a separate class), by
notice in writing to the Issuer (and to the Trustee if given by Securityholders
or the holders of Capital Securities), may declare the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding or of such series held by a Morgan Stanley Capital Trust, as the
case may be, and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of each such series (or of all the Securities, as the case may be)
and the principal of any and all Securities of each such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and such
amount as shall be sufficient to cover reasonable compensation to the Trustee
and each predecessor Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith, and if
any and all Defaults under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by


                                       30
<PAGE>


acceleration, shall have been cured, waived or otherwise remedied as provided
herein -- then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of each such series or of all the
Securities then Outstanding, in each case voting as a single class (except that
each such series of Securities held by a Morgan Stanley Capital Trust shall vote
as a separate class), by written notice to the Issuer and to the Trustee, may
waive all Defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent Default or shall impair any right consequent
thereon; provided however, that if the Securities of such series are held by a
Morgan Stanley Capital Trust or a trustee of such trust, (i) such waiver or
rescission and annulment shall not be effective until the holders of a majority
in aggregate liquidation amount of the Capital Securities of such trust shall
have consented to such waiver or rescission and annulment and (ii) should the
Holders of the Securities of such series fail to waive such Defaults and rescind
and annul such declaration and its consequences, the holders of a majority in
aggregate liquidation amount of the Capital Securities of such trust shall have
such right.

     If the Securities of a series are held by a Morgan Stanley Capital Trust or
a trustee of such trust and an Event of Default or Default attributable to the
failure of the Issuer to pay any amounts payable in respect of such Securities
on the date such amounts are otherwise payable has occurred and is continuing, a
holder of Capital Securities of such trust may institute a Direct Action. If the
Issuer makes any payment to a holder of such Capital Securities as a result of a
Direct Action, the Issuer will have the right to set-off any such payment
against its obligation to make any corresponding payment to such Morgan Stanley
Capital Trust on such Securities.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     Section 5.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or


                                       31
<PAGE>


any part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of
such series or upon any redemption or by declaration or otherwise -- then upon
demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the
Holders of the Securities of such series the whole amount that then shall have
become due and payable on all Securities of such series, and such Coupons, for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the Holders, whether or not
the Securities of such series be overdue.

     In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated the moneys adjudged or
decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:


                                       32
<PAGE>


     (a) to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of negligence or bad faith) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities, or to the creditors or property of the Issuer
or such other obligor,

     (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities of any series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and

     (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence or bad faith.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities of any series or Coupons appertaining to such Securities,
may be enforced by the Trustee without the possession of any of the Securities
of such series or Coupons appertaining to such Securities or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee


                                       33
<PAGE>


of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Securities or Coupons appertaining to such
Securities in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities or Coupons appertaining to such Securities in respect
to which such action was taken and it shall not be necessary to make any Holders
of such Securities or Coupons appertaining to such Securities parties to any
such proceedings.

     Section 5.03. Applications of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall, subject to the
subordination provisions hereof, be applied in the following order at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities
and Coupons appertaining to such Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which moneys have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith;

          SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest or Yield to Maturity (in the case of
     Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;


                                       34
<PAGE>


          THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and interest,
     with interest upon the overdue principal, and (to the extent that such
     interest has been collected by the Trustee) upon overdue installments of
     interest at the same rate as the rate of interest or Yield to Maturity (in
     the case of Original Issue Discount Securities) specified in the Securities
     of such series; and in case such moneys shall be insufficient to pay in
     full the whole amount so due and unpaid upon the Securities of such series,
     then to the payment of such principal and interest or Yield to Maturity,
     without preference or priority of principal over interest or Yield to
     Maturity, or of interest or Yield to Maturity over principal, or of any
     installment of interest over any other installment of interest, or of any
     Security of such series over any other Security of such series, ratably to
     the aggregate of such principal and accrued and unpaid interest or Yield to
     Maturity; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or any
     other person lawfully entitled thereto.

     Section 5.04. Suits for Enforcement. In case a Default has occurred, has
not been waived and is continuing, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Section 5.05. Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders and any rights of holders of Capital
Securities to institute a Direct Action shall continue as though no such
proceedings had been taken.

     Section 5.06. Limitations on Suits by Securityholder; Default Defined. No
Holder of any Security of any series or of any Coupon appertaining thereto shall
have any right by virtue or by availing of any provision of this Indenture to


                                       35
<PAGE>


institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25% in aggregate principal amount of the Securities of each affected series then
Outstanding (treated as a single class) shall have made written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.09; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security or Coupon with every other taker and Holder and the Trustee, that no
one or more Holders of Securities of any series or Coupons appertaining to such
Securities shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holder of Securities or Coupons appertaining to such Securities,
or to obtain or seek to obtain priority over or preference to any other such
Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of
Securities of the applicable series and Coupons appertaining to such Securities.
For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

     "Default" with respect to Securities of any series wherever used herein,
means each one of the following events which shall have occurred and be
continuing (whatever the reason for such Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless it is specifically deleted or
modified in the supplemental indenture, if any, under which such series of
Securities is issued:

     (a) default in the payment of any installment of interest upon any of the
Securities of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; provided, however, that a
valid extension of an interest payment period in accordance with the terms of
the Securities of such series shall not constitute a default in the payment of
interest for this purpose; or


                                       36
<PAGE>


     (b) default in the payment of all or any part of the principal on any of
the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or

     (c) failure on the part of the Issuer duly to observe or perform any other
of the covenants or agreements on the part of the Issuer in the Securities of
such series (other than a covenant or warranty in respect of the Securities of
such series a default in the performance or breach of which is elsewhere in this
Section or in Section 5.01 specifically dealt with) or contained in this
Indenture for a period of 60 days after the date on which written notice
specifying such failure, stating that such notice is a "Notice of Default"
hereunder and demanding that the Issuer remedy the same, shall have been given
by registered or certified mail, return receipt requested, to the Issuer by the
Trustee, or to the Issuer and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Securities of all series affected
thereby and, if the Securities of such series are held by a Morgan Stanley
Capital Trust or a trustee of such trust and should the Trustee or such Holders
of the Outstanding Securities fail to give such notice, the holders of at least
25% in aggregate liquidation amount of the outstanding Capital Securities of
such trust shall have the right to give such notice; or

     (d) an Event of Default with respect to such series specified in Section
5.01; or

     (e) any other Default provided in the supplemental indenture under which
such series of Securities is issued or in the form of Security for such series.

     Section 5.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder; provided
however, that if a series of Securities is held by a Morgan Stanley Capital
Trust, the Holder of such Securities shall not give such consent without the
consent of each holder of the Capital Securities of such trust. Notwithstanding
the foregoing, nothing in this Section shall be deemed to impair the right of
any holder of Capital Securities to institute a Direct Action.

     Section 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default; Restoration of Rights and Remedies. Except as provided in Section
5.06, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or Coupons or to holders of the Capital Securities is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to


                                       37
<PAGE>


every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of Securities or
Coupons or of any holder of Capital Securities to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid shall impair any
such right or power or shall be construed to be a waiver of any such Default or
an acquiescence therein; and, subject to Section 5.06 every power and remedy
given by this Indenture or by law to the Trustee or to the Holders of Securities
or Coupons or to holders of Capital Securities may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Holders of Securities or Coupons or by the holders of Capital Securities.

     If the Trustee, any Holder or any holder of Capital Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of Capital
Securities, then and in every case the Company, the Trustee, the Holders and
such holder of Capital Securities shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee, the Holders
and the holders of Capital Securities shall continue as though no such
proceeding had been instituted.

     Section 5.09. Control by Holders of Securities. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee,
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forbearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 6.01) the Trustee shall have no duty to


                                       38
<PAGE>


ascertain whether or not such actions or forbearances are unduly prejudicial to
such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     Section 5.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which a Default shall have occurred and be
continuing (voting as a single class) may on behalf of the Holders of all such
Securities waive any past Default and its consequences, except a Default in the
payment of principal or interest (unless such Default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee) or a Default
in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected; provided, that if
the Securities of such series are held by a Morgan Stanley Capital Trust or a
trustee of such trust, such waiver shall not be effective as to such Securities
unless the holders of at least a majority in aggregate liquidation amount of the
Capital Securities of such trust shall have consented to such waiver; provided
further, that if the consent of the Holder of each Outstanding Security of such
series is required, such waiver shall not be effective unless each holder of the
Capital Securities of such trust shall have consented to such waiver. In the
case of any such waiver, the Issuer, the Trustee, the Holders of all such
Securities and the holders of any Capital Securities shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Default or Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

     Section 5.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (a) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized


                                       39
<PAGE>


Newspaper in the Borough of Manhattan, The City of New York and at least once in
an Authorized Newspaper in London (and, if required by Section 3.06, at least
once in an Authorized Newspaper in Luxembourg) and (b) by mail to all Holders of
Registered Securities of such series and to such other Holders of Securities as
have, within two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose, unless in each case such defaults
shall have been cured before the mailing or publication of such notice (the term
"defaults" for the purpose of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, a Default or Event of Default); provided that, except in the case of
default in the payment of the principal of or interest on any of the Securities
of such series, or in the payment of any sinking fund installment on such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

     Section 5.12. Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security or Coupon
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) of Section 5.01 or clause (c)
or (e) of Section 5.06 (if the suit relates to Securities of more than one but
less than all series), 10% in aggregate principal amount of Securities then
Outstanding and affected thereby, or in the case of any suit relating to or
arising under clause (b) or (c) of Section 5.01, 10% in aggregate principal
amount of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest (including any Additional Interest) on any Security on or after the due
date expressed in such Security or any date fixed for redemption.

                                   ARTICLE 6
                             CONCERNING THE TRUSTEE

     Section 6.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued


                                       40
<PAGE>


hereunder, the Trustee, prior to the occurrence of a Default with respect to the
Securities of a particular series and after the curing or waiving of all
Defaults which may have occurred with respect to such series, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case a Default with respect to the Securities of a series has
occurred (which has not been cured or waived), the Trustee shall exercise with
respect to such series of Securities such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that

     (a) prior to the occurrence of a Default with respect to the Securities of
any series and after the curing or waiving of all such Defaults with respect to
such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to the
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations as are specifically set
     forth in this Indenture, and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture;

     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.


                                       41
<PAGE>


     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     The provisions of this Section 6.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.

     Section 6.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 6.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officer's Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;

     (b) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officer's Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;

     (c) the Trustee may consult with counsel and any written advice or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by it hereunder in
good faith and in reliance thereon in accordance with such advice or Opinion of
Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

     (f) prior to the occurrence of a Default hereunder and after the curing or
waiving of all Defaults, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument,


                                       42
<PAGE>


opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested
in writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities of all series affected then Outstanding;
provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
Trustee, shall be repaid by the Issuer upon demand; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

     Section 6.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities or Coupons. The
Trustee shall not be accountable for the use or application by the Issuer of any
of the Securities or of the proceeds thereof.

     Section 6.04. Trustee and Agents May Hold Securities or Coupons;
Collections, etc. The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not the Trustee or such
agent and may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

     Section 6.05. Moneys Held by Trustee. Subject to the provisions of Section
10.04 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.


                                       43
<PAGE>


     Section 6.06. Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as the parties shall
agree in writing from time to time (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) and the
Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of it in accordance with any of the provisions
of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its negligence or bad faith. The Issuer also covenants to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in the premises. The obligations of the Issuer under this Section to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or Coupons, and the Securities
are hereby subordinated to such senior claim.

     Section 6.07. Right of Trustee to Rely on Officer's Certificate, etc.
Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

     Section 6.08. Indentures Not Creating Potential Conflicting Interests for
the Trustee. The following indenture is hereby specifically described for the
purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture
with respect to the Securities of any other series.


                                       44
<PAGE>


     Section 6.09. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $5,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the Borough of Manhattan, The City of New York if
there be such a corporation in such location willing to act upon reasonable and
customary terms and conditions. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

     The provisions of this Section 6.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

     Section 6.10. Resignation and Removal; Appointment of Successor Trustee.
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and (i) if any Unregistered Securities of a
series affected are then Outstanding, by giving notice of such resignation to
the Holders thereof, by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.06, at least once
in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities
of a series affected are then Outstanding, by mailing notice of such resignation
to the Holders thereof who have filed their names and addresses with the Trustee
within the two years preceding the notice at such addresses as were so furnished
to the Trustee and (iii) by mailing notice of such resignation to the Holders of
then Outstanding Registered Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six


                                       45
<PAGE>


months may, subject to the provisions of Section 5.12, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer or by any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of such series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.09 and Section 310(a) of the Trust Indenture Act of
     1939 and shall fail to resign after written request therefor by the Issuer
     or by any Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to any
     series of Securities, or shall be adjudged a bankrupt or insolvent, or a
     receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months may on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee. If no successor trustee
shall have been so appointed with respect to any series and have accepted
appointment within 30 days after the mailing of such notice of removal, the
retiring trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.12, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.


                                       46
<PAGE>


     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     Section 6.11. Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 6.10 shall execute and deliver to the
Issuer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
with respect to all or any applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
series of its predecessor hereunder, with like effect as if originally named as
trustee for such series hereunder; but, nevertheless, on the written request of
the Issuer or of the successor trustee, upon payment of its charges then unpaid,
the trustee ceasing to act shall, subject to Section 10.04, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any such successor
trustee, the Issuer shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.06.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute


                                       47
<PAGE>


such trustees co-trustees of the same trust and that each such trustee shall be
trustee of a trust or trusts under separate indentures.

     No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11 the Issuer shall give notice thereof (a) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof, by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.05, at least once in an
Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a
series affected are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee within the two years preceding the
notice, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information available
to the Issuer for such purpose) and (c) to the Holders of Registered Securities
of each series affected, by mailing such notice to such Holders at their
addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to give such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Issuer.

     Section 6.12. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 6.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such


                                       48
<PAGE>


Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate shall have the full
force which it is anywhere in the Securities of such series or in this Indenture
provided that the certificate of the Trustee shall have; provided, that the
right to adopt the certificate of authentication of any predecessor Trustee or
to authenticate Securities of any series in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

     Section 6.13. Preferential Collection of Claims Against the Issuer. This
Section intentionally left blank.

     Section 6.14. Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.09.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000 (determined as provided in Section
6.09 with respect to the Trustee) and subject to supervision or examination by
Federal or State authority.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer.

     Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more


                                       49
<PAGE>


series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the
extent provided in Section 11.04. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     Sections 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any
Authenticating Agent.

                                   ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

     Section 7.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series or holders of
Capital Securities interested therein may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such specified
percentage of Securityholders or holders of Capital Securities in person or by
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee. Proof of execution of any instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the
Trustee and the Issuer, if made in the manner provided in this Article.

     Section 7.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument
by a Securityholder or, if a series of Securities is held by a Morgan Stanley
Capital Trust, a holder of Capital Securities or, in each case, his agent or
proxy may be proved in the following manner:

     (a) The fact and date of the execution by any Holder or, if a series of
Securities is held by a Morgan Stanley Capital Trust, by any holder of Capital
Securities of any instrument may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths that the person executing such instruments
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn


                                       50
<PAGE>


to before any such notary or other such officer. Where such execution is by or
on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person
executing the same. The fact of the holding by any Holder or, if a series of
Securities is held by a Morgan Stanley Capital Trust, by any holder of Capital
Securities of an Unregistered Security of any series, and the identifying number
of such Security and the date of his holding the same, may be proved by the
production of such Security or by a certificate executed by any trust company,
bank, banker or recognized securities dealer wherever situated satisfactory to
the Trustee, if such certificate shall be deemed by the Trustee to be
satisfactory. Each such certificate shall be dated and shall state that on the
date thereof a Security of such series bearing a specified identifying number
was deposited with or exhibited to such trust company, bank, banker or
recognized securities dealer by the person named in such certificate. Any such
certificate may be issued in respect of one or more Unregistered Securities of
one or more series specified therein. The holding by the person named in any
such certificate of any Unregistered Securities of any series specified therein
shall be presumed to continue for a period of one year from the date of such
certificate unless at the time of any determination of such holding (i) another
certificate bearing a later date issued in respect of the same Securities shall
be produced, or (ii) the Security of such series specified in such certificate
shall be produced by some other person, or (iii) the Security of such series
specified in such certificate shall have ceased to be Outstanding. Subject to
Sections 6.01 and 6.02, the fact and date of the execution of any such
instrument and the amount and numbers of Securities of any series held by the
person so executing such instrument and the amount and numbers of any Security
or Securities for such series may also be proven in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee for such
series or in any other manner which the Trustee for such series may deem
sufficient.

     (b) In the case of Registered Securities, the ownership of such Securities
shall be proved by the Security register or by a certificate of the Security
registrar.

     The Issuer may set a record date for purposes of determining the identity
of Holders of Registered Securities or, if a series of Securities is held by a
Morgan Stanley Capital Trust, of holders of registered Capital Securities of any
series entitled to vote or consent to any action referred to in Section 7.01,
which record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, with respect to Registered Securities of any series, only
Holders of Registered Securities or, if a series of Securities is held by a
Morgan Stanley Capital Trust, holders of registered Capital Securities of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent.


                                       51
<PAGE>


     Section 7.03. Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Issuer nor the Trustee nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary. The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon or, if a series
of Securities is held by a Morgan Stanley Capital Trust, the holder of any
unregistered Capital Security as the absolute owner of such Unregistered
Security or Coupon (whether or not such Unregistered Security or Coupon shall be
overdue) for the purpose of receiving payment thereof or on account thereof and
for all other purposes and neither the Issuer, the Trustee, nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any such person, or upon his order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Unregistered Security or Coupon.

     Notwithstanding the foregoing, if the Securities of such series are held by
a Morgan Stanley Capital Trust, nothing in this Section 7.03 shall be deemed to
impair the right of any holder of Capital Securities to institute a Direct
Action or to declare an Event of Default and accelerate the maturity of such
series.

     Section 7.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded;
provided, that, if the Securities of such series are held by a Morgan Stanley
Capital Trust or a trustee of such trust, the provisions of this Section 7.04
shall not apply. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect


                                       52
<PAGE>


common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officer's Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee
shall be entitled to accept such Officer's Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.

     Section 7.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security or, if
any such series is held by a Morgan Stanley Capital Trust, any holder of a
Capital Security the serial number of which is shown by the evidence to be
included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken by
the Holder of any Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security and of any Securities issued
in exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the Securities
affected by such action.

                                   ARTICLE 8
                             SUPPLEMENTAL INDENTURES

     Section 8.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for one or
more of the following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;


                                       53
<PAGE>


     (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article 9;

     (c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of Securities or Coupons, and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions a Default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such a Default
or Event of Default or may limit the remedies available to the Trustee upon such
a Default or Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive
such a Default or Event of Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall adversely affect the interests of
the Holders of the Securities or Coupons;

     (e) to establish the forms or terms of Securities of any series or of the
Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03;
and

     (f) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.


                                       54
<PAGE>


     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time outstanding, notwithstanding any of the provisions of Section 8.02.

     Section 8.02. Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article 7) of the Holders of not less than
a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Coupons appertaining to such
Securities; provided, that no such supplemental indenture shall (a) extend the
final maturity of any 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 make the principal thereof (including
any amount in respect of original issue discount), or interest thereon payable
in any coin or currency other than that provided in the Securities and Coupons
or in accordance with the terms thereof, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.01 or the amount
thereof provable in bankruptcy pursuant to Section 5.02, or alter the provisions
of Sections 11.11 or 11.12 or impair or affect the right of any Securityholder
to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder, in each
case without the consent of the Holder of each Security so affected, or (b)
reduce the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Security so affected; and provided further, that,
if the Securities of such series are held by a Morgan Stanley Capital Trust or a
trustee of such trust, so long as any of the Capital Securities of such trust
remain outstanding, no such modification may be made that adversely affects the
holders of such Capital Securities in any material respect, and no termination
of this Indenture may occur, without the prior consent of the holders of at
least a majority of the aggregate liquidation amount of the outstanding Capital
Securities of such trust unless and until the principal of such Securities and
all accrued and unpaid interest thereon have been paid in full, and none of the
modifications described in clauses (a) and (b) above may be made without the
prior written consent of all the holders of Capital Securities of such Morgan
Stanley Capital Trust. In addition, the Issuer may not amend this


                                       55
<PAGE>


Indenture to remove the rights of holders of Capital Securities of a Morgan
Stanley Capital Trust to institute a Direct Action without the prior written
consent of all the holders of Capital Securities of such trust or to remove the
obligation to obtain the consent of such holders of Capital Securities in
accordance with this Section, without the consent of the required percentage of
holders of the Capital Securities of such Trust; and provided further, that the
Issuer shall, if then required under applicable laws, regulations or policies,
seek the prior approval of the Securities and Exchange Commission or any
self-regulatory organization then having jurisdiction before exercising its
rights, if any, to enter into a supplemental indenture to shorten the maturity
of the Securities as a result of an adverse tax event.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant or provision, shall be deemed not
to affect the rights under this Indenture of the Holders of Securities of any
other series or of the Coupons appertaining to such Securities.

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) certified by the
secretary or an assistant secretary of the Issuer authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.01, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (a) to the Holders of then Outstanding Registered
Securities of each series affected thereby, by mailing a notice thereof by
first-class mail to such Holders at their addresses as they shall appear on the
Security register, (b) if any Unregistered Securities of a series affected
thereby are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee within two years preceding such notice, by
mailing a notice


                                       56
<PAGE>


thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (c) if any Unregistered Securities of a series
affected thereby are then Outstanding, to all Holders thereof, by publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 3.06, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Issuer to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     Section 8.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     Section 8.04. Documents to be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.01 and 6.02, may receive an Officer's Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article 8 complies with the applicable provisions of
this Indenture.

     Section 8.05. Notation on Securities in Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

     Section 8.06. Subordination Unimpaired. This Indenture may not be amended
to alter the subordination of any of the Outstanding Securities without the
written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.


                                       57
<PAGE>


                                   ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Issuer covenants that it will not merge or
consolidate with any other person or sell, lease or convey all or substantially
all of its assets to any other person, unless (a) either the Issuer shall be the
continuing corporation, or the successor corporation or the person which
acquires by sale, lease or conveyance substantially all the assets of the Issuer
(if other than the Issuer) shall be a corporation organized under the laws of
the United States of America or any State thereof or the District of Columbia
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities and Coupons, if any, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Issuer, by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (b) the Issuer, such person or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.

     Section 9.02. Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it had
been named herein. Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Issuer prior to such
succession any or all of the Securities issuable hereunder which together with
any Coupons appertaining thereto theretofore shall not have been signed by the
Issuer and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Issuer, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued together with any
Coupons appertaining thereto shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.


                                       58
<PAGE>


     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

     Section 9.03. Opinion of Counsel Delivered to Trustee. The Trustee, subject
to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, sale, lease or
conveyance, and any such assumption, and any such liquidation or dissolution,
complies with the applicable provisions of this Indenture.

                                   ARTICLE 10
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 10.01. Satisfaction and Discharge of Indenture. If at any time (i)
the Issuer shall have paid or caused to be paid the principal of and interest on
all the Securities of any series Outstanding hereunder and all unmatured Coupons
appertaining thereto (other than Securities of such series and Coupons
appertaining thereto which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.09) as and when the same shall
have become due and payable, or (ii) the Issuer shall have delivered to the
Trustee for cancellation all Securities of any series theretofore authenticated
and all unmatured Coupons appertaining thereto (other than any Securities of
such series and Coupons appertaining thereto which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.09) or (iii) in the case of any series of Securities where the exact amount
(including the currency of payment) of principal of and interest due on which
can be determined at the time of making the deposit referred to in clause (B)
below, (A) all the Securities of such series and all unmatured Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and (B) the Issuer shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 10.04) or, in the case of any series of Securities the payments on which
may only be made in Dollars, direct obligations of the United States of America,
backed by its full faith and credit ("U.S. Government Obligations"), maturing as
to principal and interest at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the


                                       59
<PAGE>


Trustee, to pay (1) the principal and interest on all Securities of such series
and Coupons appertaining thereto on each date that such principal or interest is
due and payable and (2) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to the Securities of such series, then this Indenture
shall cease to be of further effect with respect to the Securities of such
series and the Coupons appertaining thereto (except as to (i) rights of
registration of transfer and exchange of Securities of such Series and of
Coupons appertaining thereto and the Issuer's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and
(vi) the obligations of the Issuer under Section 3.02) and the Trustee, on
demand of the Issuer accompanied by an Officer's Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture as
to such series; provided, that the rights of Holders of the Securities and
Coupons to receive amounts in respect of principal of and interest on the
Securities and Coupons held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series.

     (b) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (i) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the 91st day after the date of the deposit referred to in clause (i) below, and
the provisions of this Indenture with respect to the Securities of such series
and Coupons appertaining thereto shall no longer be in effect (except as to (A)
rights of registration of transfer and exchange of


                                       60
<PAGE>


Securities of such series and of Coupons appertaining thereto and the Issuer's
right of optional redemption, if any, (B) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons, (C) rights of Holders of
Securities and Coupons appertaining thereto to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders to receive mandatory
sinking fund payments, if any, (D) the rights, obligations, duties and
immunities of the Trustee hereunder, (E) the rights of the Holders of Securities
of such series and Coupons appertaining thereto as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them and (F) the obligations of the Issuer under Section 3.02) and the Trustee,
at the expense of the Issuer, shall at the Issuer's request, execute proper
instruments acknowledging the same, if

          (i) with reference to this provision the Issuer has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee as trust
     funds in trust, specifically pledged as security for, and dedicated solely
     to, the benefit of the Holders of the Securities of such series and Coupons
     appertaining thereto (A) cash in an amount, or (B) in the case of any
     series of Securities the payments on which may only be made in Dollars,
     U.S. Government Obligations, maturing as to principal and interest at such
     times and in such amounts as will insure the availability of cash or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay (1) the principal and interest on
     all Securities of such series and Coupons appertaining thereto on each date
     that such principal or interest is due and payable and (2) any mandatory
     sinking fund payments on the dates on which such payments are due and
     payable in accordance with the terms of the Indenture and the Securities of
     such series;

          (ii) such deposit will not result in a breach or violation of, or
     constitute a default under, any agreement or instrument to which the Issuer
     is a party or by which it is bound;

          (iii) the Issuer has delivered to the Trustee an Opinion of Counsel
     based on the fact that (x) the Issuer has received from, or there has been
     published by, the Internal Revenue Service a ruling or (y) since the date
     hereof, there has been a change in the applicable Federal income tax law,
     in either case to the effect that, and such opinion shall confirm that, the
     Holders of the Securities of such series and Coupons appertaining thereto
     will not recognize income, gain or loss for Federal income tax purposes as
     a result of such deposit, defeasance and discharge and will be subject to
     Federal income tax on the same amount and in the same manner


                                       61
<PAGE>


     and at the same times, as would have been the case if such deposit,
     defeasance and discharge had not occurred;

          (iv) the Issuer has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for relating to the defeasance contemplated by this provision have
     been complied with;

          (v) no event or condition shall exist that, pursuant to the provisions
     of Section 13.01, would prevent the Issuer from making payments of the
     principal of or interest on the Securities of such series and Coupons
     appertaining thereto on the date of such deposit or at any time during the
     period ending on the 91st day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until the
     expiration of such period); and

          (vi) the Issuer has delivered to the Trustee an Opinion of Counsel to
     the effect that (x) the trust funds will not be subject to any rights of
     holders of Senior Indebtedness, including without limitation those arising
     under Article 13 of this Indenture, and (y) after the 91st day following
     the deposit, the trust funds will not be subject to the effect of any
     applicable bankruptcy, insolvency, reorganization or similar laws affecting
     creditors' rights generally, except that if a court were to rule under any
     such law in any case or proceeding that the trust funds remained property
     of the Issuer, no opinion is given as to the effect of such laws on the
     trust funds except the following: (A) assuming such trust funds remained in
     the Trustee's possession prior to such court ruling to the extent not paid
     to Holders of Securities of such series and Coupons appertaining thereto,
     the Trustee will hold, for the benefit of such Holders, a valid and
     perfected security interest in such trust funds that is not avoidable in
     bankruptcy or otherwise, (B) such Holders will be entitled to receive
     adequate protection of their interests in such trust funds if such trust
     funds are used, and (C) no property, rights in property or other interests
     granted to the Trustee or such Holders in exchange for or with respect to
     any of such funds will be subject to any prior rights of holders of Senior
     Indebtedness, including without limitation those arising under Article 13
     of this Indenture.

     (c) The Issuer shall be released from its obligations under Section 9.01
with respect to the Securities of any Series, and any Coupons appertaining
thereto, Outstanding on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any Series,
the Issuer may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in such Section, whether directly or


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<PAGE>


indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default, but the remainder of this Indenture and such Securities and
Coupons shall be unaffected thereby. The following shall be the conditions to
application of this subsection (c) of this Section 10.01:

          (i) The Issuer has irrevocably deposited or caused to be deposited
     with the Trustee as trust funds in trust for the purpose of making the
     following payments, specifically pledged as security for, and dedicated
     solely to, the benefit of the holders of the Securities of such series and
     Coupons appertaining thereto, (A) cash in an amount, or (B) in the case of
     any series of Securities the payments on which may only be made in Dollars,
     U.S. Government Obligations maturing as to principal and interest at such
     times and in such amounts as will insure the availability of cash or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay (1) the principal and interest on
     all Securities of such series and Coupons appertaining thereto and (2) any
     mandatory sinking fund payments on the day on which such payments are due
     and payable in accordance with the terms of the Indenture and the
     Securities of such series.

          (ii) No Default or Event of Default or event which with notice or
     lapse of time or both would become a Default or an Event of Default with
     respect to the Securities shall have occurred and be continuing on the date
     of such deposit or, insofar as subsections 5.01(b) and 5.01(c) are
     concerned, at any time during the period ending on the 91st day after the
     date of such deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period).

          (iii) Such covenant defeasance shall not cause the Trustee to have a
     conflicting interest as defined in Section 6.08 and for purposes of the
     Trust Indenture Act of 1939 with respect to any securities of the Issuer.

          (iv) Such covenant defeasance shall not result in a breach or
     violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to which the Issuer is a party or by which it is
     bound.

          (v) Such covenant defeasance shall not cause any Securities then
     listed on any registered national securities exchange under the Securities
     Exchange Act of 1934, as amended, to be delisted.


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<PAGE>


          (vi) No event or condition shall exist that, pursuant to the
     provisions of Section 13.01, would prevent the Issuer from making payments
     of the principal of or interest on the Securities of such series and
     Coupons appertaining thereto on the date of such deposit or at any time
     during the period ending on the 91st day after the date of such deposit (it
     being understood that this condition shall not be deemed satisfied until
     the expiration of such period).

          (vii) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and Opinion of Counsel to the effect that the Holders of the
     Securities of such series and Coupons appertaining thereto will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such covenant defeasance and will be subject to Federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.

          (viii) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to the covenant defeasance contemplated by
     this provision have been complied with.

          (ix) The Issuer has delivered to the Trustee an Opinion of Counsel to
     the effect that (x) the trust funds will not be subject to any rights of
     holders of Senior Indebtedness, including without limitation those arising
     under Article 13 of this Indenture, and (y) after the 91st day following
     the deposit, the trust funds will not be subject to the effect of any
     applicable bankruptcy, insolvency, reorganization or similar laws affecting
     creditors' rights generally, except that if a court were to rule under any
     such law in any case or proceeding that the trust funds remained property
     of the Issuer, no opinion is given as to the effect of such laws on the
     trust funds except the following: (A) assuming such trust funds remained in
     the Trustee's possession prior to such court ruling to the extent not paid
     to Holders of Securities of such series and Coupons appertaining thereto,
     the Trustee will hold, for the benefit of such Holders, a valid and
     perfected security interest in such trust funds that is not avoidable in
     bankruptcy or otherwise, (B) such Holders will be entitled to receive
     adequate protection of their interests in such trust funds if such trust
     funds are used, and (C) no property, rights in property or other interests
     granted to the Trustee or such Holders in exchange for or with respect to
     any of such funds will be subject to any prior rights of holders of Senior
     Indebtedness, including without limitation those arising under Article 13
     of this Indenture.

     Section 10.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.04, all moneys deposited with the Trustee (or


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<PAGE>


other trustee) pursuant to Section 10.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Issuer acting as its own paying agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.

     Section 10.03. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

     Section 10.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series or Coupons attached thereto and not applied but remaining unclaimed for
two years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such paying agent, and the Holder of the Securities of such series and of any
Coupons appertaining thereto shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Issuer for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it for any payment (a) in respect of
Registered Securities of any series, shall at the expense of the Issuer, mail by
first-class mail to Holders of such Securities at their addresses as they shall
appear on the Security register, and (b) in respect of Unregistered Securities
of any series, shall at the expense of the Issuer cause to be published once, in
an Authorized Newspaper in the Borough of Manhattan, The City of New York and
once in an Authorized Newspaper in London (and if required by Section 3.06, once
in an Authorized Newspaper in Luxembourg), notice, that such moneys remain and
that, after a date specified therein, which shall not be less than thirty days
from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuer.

     Section 10.05. Indemnity for U.S. Government Obligations. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed


                                       65
<PAGE>


on or assessed against the U.S. Government Obligations deposited pursuant to
Section 10.01 or the principal or interest received in respect of such
obligations.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

     Section 11.01. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the Coupons appertaining
thereto by the Holders thereof and as part of the consideration for the issue of
the Securities and the Coupons appertaining thereto.

     Section 11.02. Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities and Coupons. Nothing in this Indenture, in the Securities
or in the Coupons appertaining thereto, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the holders of Senior Indebtedness and the
Holders of the Securities or Coupons, if any, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, the holders of the Senior Indebtedness and
the Holders of the Securities or Coupons, if any.

     Section 11.03. Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     Section 11.04. Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer may be given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Morgan Stanley, 1585 Broadway, New
York, New York 10036, Attention: Secretary. Any notice, direction, request or
demand by the Issuer or any Holder of Securities or Coupons to or upon the
Trustee shall be


                                       66
<PAGE>


deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee with the
Issuer) to The Bank of New York, 101 Barclay St, Floor 8 West, New York, New
York 10286, Attention: Corporate Trust Administration.

     Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the Security
register. In any case where notice to such Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

     Section 11.05. Officer's Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition (b) a brief statement
as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based (c) a
statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or


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<PAGE>


not such covenant or condition has been complied with and (d) a statement as to
whether or not, in the opinion of such person, such condition or covenant has
been complied with.

     Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Issuer, upon the certificate, statement or opinion of or representations by
an officer or officers of the Issuer, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

     Section 11.06. Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of interest on or principal of the Securities of any series or any
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

     Section 11.07. Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of, Sections


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310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.

     Section 11.08. New York Law to Govern. This Indenture and each Security and
Coupon shall be deemed to be a contract under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
State, except as may otherwise be required by mandatory provisions of law.

     Section 11.09. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     Section 11.10. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     Section 11.11. Securities in a Foreign Currency. Unless otherwise specified
in an Officer's Certificate delivered pursuant to Section 2.03 of this Indenture
with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all series or all series affected by
a particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a Foreign
Currency, then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate. For purposes of this Section 11.11, Market Exchange Rate shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency
published by the Federal Reserve Bank of New York. If such Market Exchange Rate
is not available for any reason with respect to such currency, the Trustee shall
use, in its sole discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in The City of New York or in the
country of issue of the currency in question, or such other quotations as the
Trustee shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.


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<PAGE>


     Section 11.12. Judgment Currency. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which a final unappealable judgment is entered, and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series. The Issuer covenants that it shall, if then required
under applicable laws, regulations or policies, seek the prior approval of the
Securities and Exchange Commission or any self-regulatory organization then
having jurisdiction before redeeming any of the Securities.

     Section 12.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed


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as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books at least 30 days and not more than 60 days prior to the date
fixed for redemption, or within such other redemption notice period as has been
designated for any Securities of such series pursuant to Section 2.03 or Section
2.04 (the "Redemption Notice Period"). Notice of redemption to the Holders of
Unregistered Securities to be redeemed as a whole or in part, who have filed
their names and addresses with the Trustee within the two years preceding such
notice of redemption, shall be given by mailing notice of such redemption, by
first class mail, postage prepaid, at least 30 and not more than 60 days prior
to the date fixed for redemption or within any applicable Redemption Notice
Period to such Holders at such addresses as were so furnished to the Trustee
(and, in the case of any such notice given by the Issuer, the Trustee shall make
such information available to the Issuer for such purpose). Notice of redemption
to all other Holders of Unregistered Securities shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and in an
Authorized Newspaper in London (and, if required by Section 3.06, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date fixed for redemption or within any applicable
Redemption Notice Period; provided that notice to Holders of Unregistered
Securities held only in global form may be made, at the option of the Issuer,
through the customary notice provisions of the clearing system or systems
through which beneficial interests in such Unregistered Securities are owned.
Any notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice.
Failure to give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that payment
will be made upon presentation and surrender of such Securities and, in the case
of Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series is
to be redeemed in part only the notice of redemption shall state the portion of
the principal


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<PAGE>


amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be
issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.04) an
amount of money or other property sufficient to redeem on the redemption date
all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. The Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption or at least 10 days prior to the first day of any
applicable Redemption Notice Period an Officer's Certificate stating the
aggregate principal amount of Securities to be redeemed. In case of a redemption
at the election of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officer's
Certificate stating that such restriction has been complied with.

     If less than all the Securities of a series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     Section 12.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the


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<PAGE>


unmatured Coupons, if any, appertaining thereto shall be void, and, except as
provided in Sections 6.05 and 10.04, such Securities shall cease from and after
the date fixed for redemption to be entitled to any benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that payment
of interest becoming due on or prior to the date fixed for redemption shall be
payable in the case of Securities with Coupons attached thereto, to the Holders
of the Coupons for such interest upon surrender thereof, and in the case of
Registered Securities, to the Holders of such Registered Securities registered
as such on the relevant record date subject to the terms and provisions of
Sections 2.03 and 2.07 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

     If any Security with Coupons attached thereto is surrendered for redemption
and is not accompanied by all appurtenant Coupons maturing after the date fixed
for redemption, the surrender of such missing Coupon or Coupons may be waived by
the Issuer and the Trustee, if there be furnished to each of them such security
or indemnity as they may require to save each of them harmless.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Issuer, a new Security or Securities of
such series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     Section 12.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.


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<PAGE>


     Section 12.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the 60th day next preceding each sinking fund payment date or
the 30th day next preceding the last day of any applicable Redemption Notice
Period relating to a sinking fund payment date for any series, the Issuer will
deliver to the Trustee an Officer's Certificate (which need not contain the
statements required by Section 11.05) (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis for
such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Defaults or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day


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<PAGE>


or 30th day, if applicable, to deliver such Officer's Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Issuer (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof and
(ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or the equivalent thereof in any Foreign Currency) or a lesser sum in Dollars
(or the equivalent thereof in any Foreign Currency) if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall
be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 (or the equivalent thereof in any Foreign Currency) is available. The
Trustee shall select, in the manner provided in Section 12.02, for redemption on
such sinking fund payment date a sufficient principal amount of Securities of
such series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Issuer) inform the Issuer of the serial numbers of the Securities
of such series (or portions thereof) so selected. Securities shall be excluded
from eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officer's Certificate delivered to the
Trustee at least 60 days prior to the sinking fund payment date or at least 30
days prior to the last day of any applicable Redemption Notice Period relating
to a sinking fund payment date as being owned of record and beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such Officer's Certificate as directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 12.02 (and with the effect provided in Section 12.03)
for the redemption of Securities of such series in part at the option of the
Issuer. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not


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held for the payment or redemption of particular Securities of such series shall
be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity.

     On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Default except that,
where the giving of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Default shall occur,
and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Default, be deemed to have been collected under
Article 5 and held for the payment of all such Securities. In case such Default
shall have been waived as provided in Section 5.10 or the default cured on or
before the sixtieth day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.

                                   ARTICLE 13
                                  SUBORDINATION

     Section 13.01. Securities and Coupons Subordinated to Senior Indebtedness.
The Issuer covenants and agrees, and each Holder of a Security or Coupon, by his
acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Securities and any Coupons and the payment of the principal
of and interest on each and all of the Securities and of any Coupons is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of Senior Indebtedness.

     In the event (a) of any insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Issuer or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Issuer,
whether or not involving insolvency or bankruptcy, or subject to the provisions
of Section 13.02 that (i) a default shall have occurred with respect to the
payment of principal of or


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interest on or other monetary amounts due and payable on any Senior
Indebtedness, or (ii) there shall have occurred an event of default (other than
a default in the payment of principal or interest or other monetary amounts due
and payable) in respect of any Senior Indebtedness, as defined therein or in the
instrument under which the same is outstanding, permitting the holder or holders
thereof to accelerate the maturity thereof (with notice or lapse of time, or
both), and such event of default shall have continued beyond the period of
grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii)
of this clause (b), such default or event of default shall not have been cured
or waived or shall not have ceased to exist, or (c) that the principal of and
accrued interest on the Securities of any series shall have been declared due
and payable pursuant to Section 5.01 and such declaration shall not have been
rescinded and annulled as provided in Section 5.01 then:

          (i) the holders of all Senior Indebtedness shall first be entitled to
     receive payment of the full amount due thereon, or provision shall be made
     for such payment in money or money's worth, before the Holders of any of
     the Securities or Coupons are entitled to receive a payment on account of
     the principal of or interest on the indebtedness evidenced by the
     Securities or of the Coupons, including, without limitation, any payments
     made pursuant to Article 12.

          (ii) any payment by, or distribution of assets of, the Issuer of any
     kind or character, whether in cash, property or securities, to which the
     Holders of any of the Securities or Coupons or the Trustee would be
     entitled except for the provisions of this Article shall be paid or
     delivered by the person making such payment or distribution, whether a
     trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
     directly to the holders of such Senior Indebtedness or their representative
     or representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Indebtedness may have
     been issued, ratably according to the aggregate amounts remaining unpaid on
     account of such Senior Indebtedness held or represented by each, to the
     extent necessary to make payment in full of all Senior Indebtedness
     remaining unpaid after giving effect to any concurrent payment or
     distribution (or provision therefor) to the holders of such Senior
     Indebtedness, before any payment or distribution is made to the holders of
     the indebtedness evidenced by the Securities or Coupons or to the Trustee
     under this instrument; and

          (iii) in the event that, notwithstanding the foregoing, any payment
     by, or distribution of assets of, the Issuer of any kind or character,
     whether in cash, property or securities, in respect of principal of or
     interest on the Securities or in connection with any repurchase by the
     Issuer of the Securities, shall be received by the Trustee or the Holders
     of


                                       77
<PAGE>


     any of the Securities or Coupons before all Senior Indebtedness is paid in
     full, or provision made for such payment in money or money's worth, such
     payment or distribution in respect of principal of or interest on the
     Securities or in connection with any repurchase by the Issuer of the
     Securities shall be paid over to the holders of such Senior Indebtedness or
     their representative or representatives or to the trustee or trustees under
     any indenture under which any instruments evidencing any such Senior
     Indebtedness may have been issued, ratably as aforesaid, for application to
     the payment of all Senior Indebtedness remaining unpaid until all such
     Senior Indebtedness shall have been paid in full, after giving effect to
     any concurrent payment or distribution (or provision therefor) to the
     holders of such Senior Indebtedness.

     Notwithstanding the foregoing, at any time after the 91st day following the
date of deposit of cash or, in the case of Securities payable only in Dollars,
U.S. Government Obligations pursuant to Section 10.01(b) or Section 10.01(c)
(provided all other conditions set out in such Section shall have been
satisfied) the funds so deposited and any interest thereon will not be subject
to any rights of holders of Senior Indebtedness including, without limitation,
those arising under this Article 13.

     Section 13.02. Disputes with Holders of Certain Senior Indebtedness. Any
failure by the Issuer to make any payment on or perform any other obligation
under Senior Indebtedness, other than any indebtedness incurred by the Issuer or
assumed or guaranteed, directly or indirectly, by the Issuer for money borrowed
(or any deferral, renewal, extension or refunding thereof) or any indebtedness
or obligation as to which the provisions of this Section shall have been waived
by the Issuer in the instrument or instruments by which the Issuer incurred,
assumed, guaranteed or otherwise created such indebtedness or obligation, shall
not be deemed a default or event of default under Section 13.01(b) if (a) the
Issuer shall be disputing its obligation to make such payment or perform such
obligation and (b) either (i) no final judgment relating to such dispute shall
have been issued against the Issuer which is in full force and effect and is not
subject to further review, including a judgment that has become final by reason
of the expiration of the time within which a party may seek further appeal or
review, and (ii) in the event of a judgment that is subject to further review or
appeal has been issued, the Issuer shall in good faith be prosecuting an appeal
or other proceeding for review and a stay of execution shall have been obtained
pending such appeal or review.

     Section 13.03. Subrogation. Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities and any Coupons shall be subrogated
(equally and ratably with the holders of all obligations of the Issuer which by
their express terms are subordinated to Senior Indebtedness of the Issuer to the
same extent as the Securities are subordinated and which are entitled to like
rights of subrogation) to the rights of the holders of Senior Indebtedness to
receive


                                       78
<PAGE>


payments or distributions of cash, property or securities of the Issuer
applicable to the Senior Indebtedness until all amounts owing on the Securities
and any Coupons shall be paid in full, and as between the Issuer, its creditors
other than holders of such Senior Indebtedness and the Holders, no such payment
or distribution made to the holders of Senior Indebtedness by virtue of this
Article that otherwise would have been made to the Holders shall be deemed to be
a payment by the Issuer on account of such Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders, on the one hand, and
the holders of Senior Indebtedness, on the other hand.

     Section 13.04. Obligation of Issuer Unconditional. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities or any Coupons
is intended to or shall impair, as among the Issuer, its creditors other than
the holders of Senior Indebtedness and the Holders, the obligation of the
Issuer, which is absolute and unconditional, to pay to the Holders the principal
of and interest on the Securities and the amounts owed pursuant to any Coupons
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders and
creditors of the Issuer other than the holders of Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness in respect of cash, property or securities of the Issuer
received upon the exercise of any such remedy.

     Upon payment or distribution of assets of the Issuer referred to in this
Article, the Trustee and the Holders shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which any such
dissolution, winding up, liquidation or reorganization proceeding affecting the
affairs of the Issuer is pending or upon a certificate of the trustee in
bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee
or agent or other person making any payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 13.05. Payments on Securities and Coupons Permitted. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities or
Coupons shall affect the obligations of the Issuer to make, or prevent the
Issuer from making, payment of the principal of or interest on the Securities
and of any Coupons in accordance with the provisions hereof and thereof, except
as otherwise provided in this Article.


                                       79
<PAGE>


     Section 13.06. Effectuation of Subordination by Trustee. Each holder of
Securities or Coupons, by his acceptance thereof, authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

     Section 13.07. Knowledge of Trustee. Notwithstanding the provisions of this
Article or any other provisions of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of moneys to or by the Trustee, or the taking of any other
action by the Trustee, unless and until the Trustee shall have received written
notice thereof mailed or delivered to the Trustee at its Corporate Trust Office
from the Issuer, any Holder, any paying agent or the holder or representative of
any class of Senior Indebtedness; provided that if at least three Business Days
prior to the date upon which by the terms hereof any such moneys may become
payable for any purpose (including, without limitation, the payment of the
principal or interest on any Security or interest on any Coupon) the Trustee
shall not have received with respect to such moneys the notice provided for in
this Section, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such moneys and to
apply the same to the purpose for which they were received and shall not be
affected by any notice to the contrary that may be received by it within three
Business Days prior to or on or after such date.

     Section 13.08. Trustee May Hold Senior Indebtedness. The Trustee shall be
entitled to all the rights set forth in this Article with respect to any Senior
Indebtedness at the time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in Section 6.03 or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.

     Section 13.09. Rights of Holders of Senior Indebtedness Not Impaired. No
right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Issuer or by any noncompliance
by the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

     With respect to the holders of Senior Indebtedness, (a) the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Indenture, (b) the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Indenture, (c) no implied covenants or obligations shall be read into this
Indenture against the Trustee and (d) the Trustee shall not be deemed to be a
fiduciary as to such holders.


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<PAGE>


     Section 13.10. Article Applicable to Paying Agents. In case at any time any
paying agent other than the Trustee shall have been appointed by the Issuer and
be then acting hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context shall require otherwise) be construed as extending
to and including such paying agent within its meaning as fully for all intents
and purposes as if such paying agent were named in this Article in addition to
or in place of the Trustee, provided, however, that Sections 13.07 and 13.08
shall not apply to the Issuer if it acts as its own paying agent.

     Section 13.11. Trustee; Compensation Not Prejudiced. Nothing in this
Article shall apply to claims of, or payments to, the Trustee pursuant to
Section 6.06.











                                       81
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of [                      ].

                                  MORGAN STANLEY


[CORPORATE SEAL]
                                  By:
                                      -------------------------------------
                                       Name:
                                       Title:

Attest:

By:
    ---------------------------

                                 THE BANK OF NEW YORK, TRUSTEE


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


<PAGE>


STATE OF NEW YORK   )
                    )     ss.:
COUNTY OF NEW YORK  )

     On this ____ of ________, [       ] before me personally came
, to me personally known, who, being by me duly sworn, did depose and say that
he resides at                     that he is the                  of Morgan
Stanley, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

[NOTARIAL SEAL]



----------------------
Notary Public



<PAGE>


STATE OF NEW YORK   )
                    )     ss.:
COUNTY OF NEW YORK  )

     On this ____ of ________, [       ] before me personally came
                    , to me personally known, who, being by me duly sworn, did
depose and say that he resides at                    that he is a Vice President
of The Bank of New York, one of the corporations described in and which executed
the above instrument and that he signed his name thereto by like authority.

[NOTARIAL SEAL]



----------------------
Notary Public



<PAGE>


                              CROSS REFERENCE SHEET


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


                                     Between

     Provisions of Trust Indenture Act of 1939 and Series Y Junior Subordinated
Indenture to be dated as of [              ] between MORGAN STANLEY and THE BANK
OF NEW YORK, Trustee.

Section of the Act                                 Section of the Indenture
-------------------------------------------------  -----------------------------

310(a)(1) and (2)...................               6.09
310(a)(3) and (4)...................               Inapplicable
310(b)..............................               6.08 and 6.10(a), (b) and (d)
310(c)..............................               Inapplicable
311(a)..............................               6.13
311(b)..............................               6.13
312(a)..............................               4.01
312(b)..............................               4.02
312(c)..............................               4.02
313(a)..............................               4.04
313(b)(1)...........................               Inapplicable
313(b)(2)...........................               Inapplicable
313(c)..............................               4.04
313(d)..............................               4.03
314(a)..............................               4.03
314(b)..............................               Inapplicable
314(c)(1) and (2)...................               11.05
314(c)(3)...........................               Inapplicable
314(d)..............................               Inapplicable
314(e)..............................               11.05
314(f)..............................               Inapplicable
315(a), (c) and (d).................               6.01
315(b)..............................               5.11
315(e)..............................               5.12
316(a)(1)...........................               5.09
316(a)(2)...........................               Inapplicable
316(b)..............................               5.07
317(a)(1)...........................               5.02
317(a)(2)...........................               5.02(a)
317(b)..............................               3.04(a) and (b)
318(a)..............................               11.07

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Series Y Junior Subordinated Indenture.