Exhibit 4-vv



     THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY, OR OTHERWISE
PROTECTED BY, ANY FEDERAL AGENCY OR THE SECURITIES INVESTOR PROTECTION
CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE SENIOR INDEBTEDNESS OF THE
ISSUER AS SET FORTH HEREIN AND IS NOT SECURED.



                JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

REGISTERED                                                   REGISTERED
No. [   ]                                                    [Principal Amount]
                                                             CUSIP:

                                 MORGAN STANLEY
                JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

     Morgan Stanley, a Delaware corporation (together with its successors and
assigns, the "Issuer"), for value received, hereby promises to pay to The Bank
of New York, as Property Trustee (the "Property Trustee," which term includes
any successor Property Trustee for Morgan Stanley Capital Trust [  ]) for Morgan
Stanley Capital Trust [  ], a statutory trust formed under the laws of the State
of Delaware (the "Issuer Trust"), or registered assignees, the principal sum of
$[               ] (UNITED STATES DOLLARS [                                ]) on
[   ], the "Stated Maturity." The Issuer further promises to pay interest on
said principal sum at the annual rate of    % from and including        , to but
   excluding the date the principal hereof is paid or duly made available for
payment (except as provided below). Interest is payable quarterly in arrears
on                ,         ,    and     of each year (each an "Interest Payment
Date"), commencing            ,             .

     Interest on this Debenture will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including   ,    to
but excluding the date the principal hereof has been paid or duly made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, subject to certain exceptions described
herein, be paid to the Person in whose name this Debenture (or one or more
predecessor Debentures) is registered at the close of business on the 15th
calendar day (whether or not a Business Day) next preceding such Interest
Payment Date (each such date a "Record Date"). "Business Day" means any day,
other than a Saturday or Sunday, that is not a day on which banking institutions
in the City of New York are authorized or required by law or executive order to
remain closed.



<PAGE>


A Holder of U.S. $1,000,000 or more in aggregate principal amount of Debentures
having the same Interest Payment Date, the interest on which is payable in U.S.
dollars, shall be entitled to receive payments of interest, other than interest
due at maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Paying Agent in writing not less than 15 calendar days prior to
the applicable Interest Payment Date.

     Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place, including, without
limitation, the provisions relating to the subordination of this Debenture to
the Issuer's Senior Indebtedness, as defined on the reverse hereof.

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


                                       2
<PAGE>


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


DATED:                     ,
                                              MORGAN STANLEY

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






                                       3
<PAGE>




TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debentures referred to in the within-mentioned Junior
Subordinated Indenture.


DATED:                  ,


THE BANK OF NEW YORK,
  as Trustee


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


                                       4
<PAGE>


                               REVERSE OF SECURITY

     This debenture is one of a duly authorized issue of   % Junior Subordinated
Debentures due           ,      (the "Debentures") of the Issuer. The Debentures
are issuable under the [   ] Junior Subordinated Indenture, dated as of       ,
         , between Morgan Stanley (the "Issuer") and The Bank of New York, as
Trustee (the "Trustee," which term includes any successor trustee under the
Junior Subordinated Indenture) (the "Junior Subordinated Indenture"), to which
Junior Subordinated Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and holders of the Debentures and the terms upon which the
Debentures are, and are to be, authenticated and delivered. The Issuer has
appointed The Bank of New York at its corporate trust office in The City of New
York as the paying agent (the "Paying Agent," which term includes any additional
or successor Paying Agent appointed by the Issuer) with respect to the
Debentures. To the extent not inconsistent herewith, the terms of the Junior
Subordinated Indenture are hereby incorporated by reference herein. Capitalized
terms not otherwise defined herein have the meaning given to such terms in the
Junior Subordinated Indenture.

     This Debenture will not be subject to any sinking fund and, except as
provided below, will not be redeemable or subject to repayment at the option of
the holder prior to its Stated Maturity.

     This Debenture may be redeemed at the option of the Issuer (i) on or after
    ,      in whole at any time or in part from time to time, (ii) prior to    ,
     , in whole (but not in part) at any time within 90 days following the
occurrence and continuation of a Tax Event or an Investment Company Event (the
"90-Day Period") or (iii) in whole or in part upon the occurrence of a
Regulatory Capital Event, in each case at a redemption price equal to the
accrued and unpaid interest on the Debentures so redeemed to but excluding the
date fixed for redemption, plus 100% of the principal amount thereof (the
"Redemption Price"). Notice of redemption shall be mailed to the registered
holders of the Debentures designated for redemption at their addresses as the
same shall appear on the Debenture register not less than 30 nor more than 60
days prior to the date fixed for redemption (the "Redemption Notice Period"),
subject to all the conditions and provisions of the Junior Subordinated
Indenture. In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.

         The Issuer's right to redeem the Debentures under clause (ii) of the
preceding paragraph shall be subject to the condition that if at the time there
is available to the Issuer or Morgan Stanley Capital Trust [   ] (the "Issuer
Trust," the terms of which have been established pursuant to the Amended and
Restated


                                       5
<PAGE>


Trust Agreement dated as of          ,     , among the Issuer, as depositor, The
Bank of New York, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, the Administrators and the several Holders party thereto, the
"Trust Agreement") the opportunity to eliminate, within the 90-Day Period, the
Tax Event or Investment Company Event by taking some ministerial action
("Ministerial Action"), such as filing a form or making an election, or pursuing
some other similar reasonable measure that will have no adverse effect on the
Issuer, the Issuer Trust or the holders of the securities issued by the Issuer
Trust and will involve no material cost, the Issuer shall pursue such measures
in lieu of redemption; provided further, that the Issuer shall have no right to
redeem the Debentures while the Issuer Trust is pursuing any Ministerial Action
pursuant to the Trust Agreement. The Redemption Price shall be paid prior to
12:00 noon, New York time, on the date of such redemption or such earlier time
as the Issuer determines; provided, that the Issuer shall deposit with the
Trustee an amount sufficient to pay the Redemption Price prior to the redemption
date.

     The term "Tax Event" means the receipt by the Issuer Trust of an opinion of
counsel to the Issuer experienced in such matters, who shall not be an officer
or employee of the Issuer or any of its affiliates, to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement, action or decision is announced on or
after           ,          , the date of the initial offering of the Capital
Securities of the Issuer Trust to the public, there is more than an
insubstantial risk that (i) the Issuer Trust is, or will be within 90 days of
the delivery of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Debentures, (ii) interest payable
by the Issuer on the Debentures is not, or within 90 days of the delivery of
such opinion will not be, deductible by the Issuer, in whole or in part, for
United States federal income tax purposes or (iii) the Issuer Trust is, or will
be within 90 days of the delivery of the opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Investment Company Event" means the receipt by the Issuer Trust of an
opinion of counsel to the Issuer experienced in such matters, who shall not be
an officer or employee of the Issuer or any of its affiliates, to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Issuer Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which change or prospective change becomes
effective or would

                                       6
<PAGE>


 become effective, as the case may be, on or after           ,      , the date
of the initial offering of the Capital Securities of the Issuer Trust to the
public.

     "Regulatory Capital Event" means the determination, based on the opinion of
counsel experienced in such matters, who may be an employee of the Issuer or any
of its affiliates, that as a result of: (i) any amendment to, clarification of
or change (including any announced prospective change) in applicable laws or
regulations or official interpretations thereof or policies with respect thereto
or (ii) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment,
clarification, change, pronouncement or decision is effective or announced on or
after          ,          , there is more than an insubstantial risk that the
Capital Securities of the Issuer Trust will no longer constitute allowable
capital of the Issuer or any holding company of which the Issuer is a subsidiary
for the purposes of the capital adequacy guidelines or policies of the
Securities and Exchange Commission or any applicable regulatory body or
governmental authority.

     Interest payments on this Debenture will include interest accrued to but
excluding the Interest Payment Dates or the Stated Maturity (or any earlier
redemption or repayment date), as the case may be. Interest payments for this
Debenture will be computed and paid on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period.
Accrued interest that is not paid on the applicable Interest Payment Date will
bear additional interest on the amount thereof at the rate per annum of   % (the
"Coupon Rate"), compounded quarterly and computed on the basis of a 360-day year
of twelve 30-day months and the actual days elapsed in a partial month in such
period. The amount of any interest payable for any full interest period will be
computed by dividing the rate per annum by four. The term "interest" as used
herein includes quarterly interest payments, interest on quarterly interest
payments not paid on the applicable Interest Payment Date and Additional Sums
(as defined below), as applicable.

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

         The Junior Subordinated Indenture provides that, (i) if an Event of
Default due to the default in payment of interest on any series of debt
securities issued under the Junior Subordinated Indenture, including the series
of Debentures of which this Debenture forms a part, shall have occurred and be
continuing, either


                                       7
<PAGE>


the Trustee or the holders of not less than 25% in principal amount of the debt
securities of each affected series (voting as a single class) may then declare
the principal of all debt securities of all such series and interest accrued
thereon to be due and payable immediately, and (ii) if an Event of Default due
to certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the Junior
Subordinated Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due and
payable immediately, but upon certain conditions such declarations may be
annulled and past Defaults may be waived (except a continuing Default in payment
of principal or interest on such debt securities) by the holders of a majority
in principal amount of the debt securities of all affected series then
outstanding. Deferral of any due date for the payment of interest in connection
with an Extension Period (as defined herein) does not constitute an Event of
Default or Default.

     So long as no Event of Default has occurred and is continuing, the Issuer
shall have the right at any time, and from time to time, during the term of the
Debentures to defer payments of interest by extending the interest payment
period of this Debenture for a period not exceeding             (the "Extension
Period"), during which Extension Period no interest shall be due and payable;
provided, that no Extension Period may extend beyond the Stated Maturity.
Interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this paragraph, will bear interest thereon
at the Coupon Rate compounded quarterly for each quarter of the Extension Period
and computed on the basis of a 360-day year of twelve 30-day months and the
actual days elapsed in a partial month in such period ("Additional Interest").
The Coupon Rate payable for any full interest period will be computed by
dividing the rate per annum by four. At the end of the Extension Period, the
Issuer shall pay all interest accrued and unpaid on this Debenture, including
any Additional Sums and Additional Interest (together, "Deferred Interest") that
shall be payable to the Holders of this Debenture in whose names this Debenture
is registered in the Securities Register on the Record Date with respect to the
first Interest Payment Date after the end of the Extension Period. Before the
termination of any Extension Period, the Issuer may further extend such period;
provided, that such period together with all such further extensions thereof
shall not exceed , or extend beyond the Stated Maturity. In the event that any
Debentures are called for redemption on a date prior to the end of an Extension
Period, with respect to such Debentures, such Extension Period shall be deemed
to end on such date or such earlier date as may be determined by the Issuer.
Upon the termination of any Extension Period and upon the payment of all
Deferred Interest then due, the Issuer may commence a new Extension Period,
subject to the foregoing requirements. No interest shall be due and payable
during an Extension


                                       8
<PAGE>


Period, except at the end thereof, but the Issuer may prepay at any time all or
any portion of the interest accrued during an Extension Period.

     If the Property Trustee (as defined in the Trust Agreement) is the only
Holder of the Debentures at the time the Issuer selects an Extension Period, the
Issuer shall give written notice to the Issuer Trustees (as defined in the Trust
Agreement) of its selection of such Extension Period at least 15 Business Days
prior to the date the Distributions (as defined in the Trust Agreement) on the
Trust Securities (as defined in the Trust Agreement) would have been payable but
for the election to begin such Extension Period.

     If the Property Trustee is not the only Holder, or is not itself the
Holder, of the Debentures at the time the Issuer selects an Extension Period,
the Issuer shall give the Holders of the Debentures and the Trustee written
notice of its selection of such Extension Period at least 10 Business Days
before the earlier of the next succeeding Interest Payment Date or the date the
Issuer is required to give notice of the record or payment date of such interest
payment to Holders of the Debentures.

     The Issuer covenants that it will not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Issuer's capital stock or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Issuer that rank pari passu in all respects with or
junior in interest to the Debentures (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Issuer (1) in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of any one or more employees, officers, directors or
consultants, (2) in connection with a dividend reinvestment or stockholder stock
purchase plan or (3) in connection with the issuance of capital stock of the
Issuer (or securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period (b) as a result of an exchange, redemption or conversion of any
class or series of the Issuer's capital stock (or any capital stock of a
subsidiary of the Issuer) for any class or series of the Issuer's capital stock
or of any class or series of the Issuer's indebtedness for any class or series
of the Issuer's capital stock, (c) the purchase of fractional interests in
shares of the Issuer's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any stockholder's rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto, (e)
payments under the Guarantee executed and delivered by the Issuer and The Bank
of New York, as trustee, for the benefit of the holders of any Capital
Securities (as defined in the Trust Agreement), as amended from time to time
(the "Guarantee") or (f) any dividend in the form of stock, warrants, options


                                       9
<PAGE>


or other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock), if at
such time (i) there has occurred any event (a) of which the Issuer has actual
knowledge that with the giving of notice or the lapse of time, or both, would
constitute a Default and (b) that the Issuer has not taken reasonable steps to
cure, (ii) if the Debentures are held by the Issuer Trust, the Issuer is in
default with respect to its payment of any obligations under the Guarantee or
(iii) the Issuer has given notice of its election of an Extension Period as
provided in the Junior Subordinated Indenture and has not rescinded such notice,
or such Extension Period, or any extension thereof, is continuing.

     [If an Event of Default or a Default attributable to the failure of the
Issuer to pay any amounts payable in respect of the Debentures on the date such
amounts are otherwise payable has occurred and is continuing], a registered
holder of Capital Securities may institute a legal proceeding directly against
the Issuer for enforcement of payment to such registered holder of an amount
equal to the amount payable in respect of Debentures having a principal amount
equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of
the Capital Securities held by such registered holder (a "Direct Action"). The
Issuer shall have the right to set off any payment made to such registered
holder of Capital Securities by the Issuer in connection with a Direct Action.

     As long as any Debentures are held by the Issuer Trust, the Issuer
covenants (i) to continue to hold, directly or indirectly, 100% of the Common
Securities (as defined in the Trust Agreement), provided that certain successors
that are permitted pursuant to the Junior Subordinated Indenture may succeed to
the Issuer's ownership of the Common Securities, (ii) as holder of the Common
Securities, not to voluntarily dissolve, windup or liquidate the Issuer Trust,
other than (a) in connection with a distribution of Debentures to the holders of
the Capital Securities in liquidation of the Issuer Trust or (b) in connection
with certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Issuer Trust to continue not to
be taxable as a corporation for United States federal income tax purposes.

     If, and for so long as, (i) the Issuer Trust is the holder of all the
Debentures and (ii) the Issuer Trust is required to pay any additional taxes,
duties or other governmental charges as a result of a Tax Event, the Issuer will
pay as additional sums on the Debentures ("Additional Sums") such amounts as may
be required so that the Distributions (as defined in the Trust Agreement) paid
by the Issuer Trust will not be reduced as a result of any such additional
taxes, duties or other governmental charges.


                                       10
<PAGE>


     The Issuer, as borrower, agrees to pay all debts and other obligations
(other than with respect to the Capital Securities issued by the Issuer Trust)
and all costs and expenses of the Issuer Trust (including costs and expenses
relating to the organization of the Issuer Trust, the fees and expenses of the
Issuer Trustees (as defined in the Trust Agreement) for the Issuer Trust and the
costs and expenses relating to the operation of the Issuer Trust) and to pay any
and all taxes and all costs and expenses with respect thereto (other than United
States withholding taxes) to which the Issuer Trust might become subject. The
foregoing obligations of the Issuer under the Debentures owned by the Issuer
Trust are for the benefit of, and shall be enforceable by, any Person to whom
any such debts, obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice thereof. Any such Creditor may
enforce such obligations of the Issuer directly against the Issuer, and the
Issuer irrevocably waives any right or remedy to require that any such Creditor
take any action against the Issuer Trust or any other Person before proceeding
against the Issuer. The Issuer agrees to execute any additional agreements as
may be necessary or desirable to give full effect to the foregoing.

     The provisions of Section 3.04 and Section 10.01 of the Junior Subordinated
Indenture relating to discharge, defeasance and covenant defeasance are not
applicable to this Debenture.

     This Debenture and all other obligations of the Issuer hereunder will
constitute part of the junior subordinated debt of the Issuer, will be issued
under the Junior Subordinated Indenture and will be subordinate and junior in
right of payment, to the extent and in the manner set forth in the Junior
Subordinated Indenture, to all Senior Indebtedness of the Issuer. For the
purposes of this Debenture, "Senior Indebtedness" means (i) obligations (other
than non-recourse obligations, the Securities, including this Debenture, issued
under the Junior Subordinated Indenture 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
[to be modified if permitted by the applicable Junior Subordinated Indenture


                                       11
<PAGE>


and if provided in the supplemental indenture under which a series of Securities
is issued or in the form of Security for such series, including this Debenture,
and 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].

     This Debenture, and any Debenture or Debentures issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons, and
is issuable only in denominations of U.S. $25 and any integral multiple of U.S.
$25 in excess thereof, unless otherwise indicated on the face thereof.

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

     In case this Debenture shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Debenture or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Debenture of like tenor will be issued by the
Issuer in exchange for this Debenture, but, if this Debenture has been
destroyed, lost or stolen, only upon receipt of evidence satisfactory to the
Registrar and the Issuer that such Debenture was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them.
All expenses and reasonable


                                       12
<PAGE>


charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Debenture shall be borne by the owner of
the Debenture mutilated, defaced, destroyed, lost or stolen.

     The Junior Subordinated Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Junior Subordinated
Indenture then outstanding and affected (voting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner the
rights of the holders of each series so affected; provided that the Issuer and
the Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby and the prior written consent of each registered
holder of Capital Securities, to the extent that the Debentures are held by any
Morgan Stanley Capital Trust (including Morgan Stanley Capital Trust [ ]), (i)
extend the final maturity of any such debt security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, except as otherwise provided herein or in the Junior Subordinated
Indenture, or reduce any amount payable on redemption or repayment thereof, or
change the currency of payment thereof, or impair or affect the rights of any
holder to institute suit for the payment thereof without the consent of the
holder of each debt security so affected or (ii) reduce the aforesaid percentage
in principal amount of debt securities the consent of the holders of which is
required for any such supplemental indenture; provided, however, that neither
this Debenture nor the Junior Subordinated Indenture may be amended to alter the
subordination provisions hereof or thereof without the written consent of each
holder of Senior Indebtedness then outstanding that would be adversely affected
thereby. In addition, so long as any of the Capital Securities 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 the
Junior Subordinated Indenture may occur, and no waiver of any Event of Default
or Default may be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount of the outstanding Capital
Securities unless and until the principal of (and premium, if any, on) the
Debentures and all accrued and unpaid interest thereon have been paid in full
and certain other conditions are satisfied. So long as the Issuer acts in
accordance with the terms of the Debentures, the Issuer may defer interest
payable on the Debentures in accordance with the terms hereof without the
consent of the Issuer Trust or the holders of Capital Securities. However, the
Issuer may not amend this Debenture or the Junior Subordinated Indenture to
remove the rights of registered holders of Capital Securities to institute a
Direct Action without the prior written consent of all the registered holders of
Capital Securities of the Trust.

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


                                       13
<PAGE>


Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Debentures. Under Section 3.02 of the Junior Subordinated Indenture, the Issuer
has initially appointed 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 designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated other than that of the Trustee.

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

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

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

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


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<PAGE>


acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

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




                                       15
<PAGE>

     ABBREVIATIONS

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

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

     UNIF GIFT MIN ACT -____________________ Custodian _________________________
                               (Minor)                           (Cust)

     Under Uniform Gifts to Minors Act__________________________________________
                                                       (State)

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



                                       16
<PAGE>


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


----------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE]

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

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

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

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


Dated: ___________________________________

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

Signature Guaranty: ____________________________________

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



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