EXHIBIT 4-bb


                           [FORM OF FACE OF SECURITY]

                   Definitive Floating Rate Senior Bearer Note

BEARER                                                 BEARER No. PGFL ____

         [COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE
UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.]1

         [A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE
WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING
ACT 1987.]2

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

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

--------

     1 Applies only if this Note is denominated in pounds sterling and matures
not more than one year from and including the Original Issue Date.

     2 Applies only if this Note is denominated in pounds sterling and matures
more than one year from and including the Original Issue Date.



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                        MORGAN STANLEY DEAN WITTER & CO.
        SENIOR DEFINITIVE MEDIUM-TERM NOTE, SERIES [D/E] (Floating Rate)
                            Floating Rate Senior Note



ORIGINAL ISSUE DATE:     INTEREST ACCRUAL DATE:        INTEREST PAYMENT DATE(S):

MATURITY DATE:           INITIAL INTEREST RATE:        INTEREST PAYMENT PERIOD:

BASE RATE:               INITIAL INTEREST RESET        INTEREST RESET PERIOD:
                            DATE:

INDEX MATURITY:          MAXIMUM INTEREST RATE:        INTEREST RESET DATE(S):

SPREAD (PLUS OR MINUS):  MINIMUM INTEREST RATE:        CALCULATION AGENT:

SPREAD MULTIPLIER:       INITIAL REDEMPTION DATE:      SPECIFIED CURRENCY:

EUROCLEAR NO:            INITIAL REDEMPTION            INDEX CURRENCY:
                            PERCENTAGE:

CLEARSTREAM NO:          ANNUAL REDEMPTION             DESIGNATED CMT TELERATE
                            PERCENTAGE REDUCTION:         PAGE:

COMMON CODE:             OPTIONAL REPAYMENT            DESIGNATED CMT MATURITY
                            DATE(S):                      INDEX:

ISIN:                    REDEMPTION NOTICE PERIOD:3    MINIMUM DENOMINATIONS:

REPORTING SERVICE:                                     EXCHANGE FOR REGISTERED
                                                       NOTES: [NO]4
OTHER PROVISIONS:

     Morgan Stanley Dean Witter & Co., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to bearer, upon surrender hereof, the principal amount specified in
[Schedule A hereto]5 [Schedule A-1 hereto]6, on the Maturity Date specified
above (except to the extent previously redeemed or repaid) and to pay interest
thereon to the bearer of the coupons, if any, appertaining hereto, from and
including the Interest Accrual Date specified above at a rate per annum equal to
the Initial Interest Rate specified above until but excluding the Initial
Interest Reset Date specified above, and on and after at a rate per annum
determined in accordance with the provisions specified on the reverse hereof
until but excluding the

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

     4 Unless explicitly stated otherwise in term sheet, MSDW practice has been
to exclude this option. 5 Applies if this Note is not issued as part of, or in
relation to, a Unit. 6 Applies if this Note is issued as part of, or in relation
to, a Unit.


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

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

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

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


                                        3

<PAGE>



in the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment. If this Note is denominated in
a Specified Currency other than U.S. dollars, then, except as provided on the
reverse hereof, payment of the principal of and premium, if any, and interest on
this Note will be made in such Specified Currency either by a check drawn on a
bank outside the United States or, at the option of the payee and subject to
applicable laws and regulations and the procedures of the Paying Agent, by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States.

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, neither this
Note nor any coupons appertaining hereto shall be entitled to any benefit under
the Senior Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.


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<PAGE>



         IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed
and coupons bearing the facsimile signature of its ___________ to be annexed
hereto.

DATED:                                     MORGAN STANLEY DEAN WITTER & CO.


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

TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
      as Trustee



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



                                        5

<PAGE>



                              [REVERSE OF SECURITY]

         This Note is one of a duly authorized issue of Senior Medium-Term
Notes, Series [D/E], having maturities more than nine months from the date of
issue (the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and The
Chase Manhattan Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or supplemented
from time to time, the "Senior Indenture"), to which Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and holders of the Notes and any coupons appertaining thereto and
the terms upon which the Notes are, and are to be, authenticated and delivered.
The Issuer has appointed The Chase Manhattan Bank, London Branch, as its
principal paying agent for the Notes and the coupons appertaining hereto (the
"Principal Paying Agent," which term includes any additional or successor
Principal Paying Agent appointed by the Issuer). The terms of individual Notes
may vary with respect to interest rates, interest rate formulas, issue dates,
maturity dates, or otherwise, all as provided in the Senior Indenture. To the
extent not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

         If this Note is denominated in pounds sterling, the Issuer represents
that it is not an authorized institution (for purposes of the United Kingdom
Banking Act 1987) nor a European authorized institution as defined by Regulation
3 of the Banking Co-ordination (Second Council Directive) Regulations 1992 and
repayment of the principal of, and payment of any interest or premium on, this
Note has not been guaranteed, that it has complied with its obligations under
the listing rules of the London Stock Exchange Limited (the "Rules") and that,
since the last publication in compliance with the Rules of information about it,
it, having made all reasonable inquiries, has not become aware of any change in
circumstances which could reasonably be regarded as significantly and adversely
affecting its ability to meet its obligations in respect of the Notes as they
fall due.

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

         If so indicated on the face hereof, this Note may be redeemed in whole
or in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to "Annual Redemption Percentage
Reduction," the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). Notice of redemption to holders of Notes shall be published in
the manner set forth in "Notices" as defined below, once in each of the three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date set for redemption or within


                                        6

<PAGE>



the Redemption Notice Period specified on the face hereof. In the event of
redemption of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued upon the cancellation hereof. If
redeemed prior to maturity, this Note must be presented for payment together
with all unmatured coupons, if any, appertaining hereto, failing which the
amount of any missing unmatured coupon will be deducted from the sum due for
payment; provided, however, that such deduction may be waived by the Issuer and
the Principal Paying Agent if there is furnished to each of them such security
or indemnity as they may require.

         The Company will not be required (i) to exchange any Bearer Note to be
redeemed for a period of fifteen calendar days preceding the first publication
of the relevant notice of redemption or (ii) to exchange any Bearer Note
selected for redemption or surrendered for optional repayment, except that such
Bearer Note may be exchanged for a Registered Note of like tenor unless
indicated otherwise on the face of this Note, provided that such Registered Note
shall be simultaneously surrendered for redemption or repayment, as the case may
be.

         If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below).
For this Note to be repaid at the option of the holder hereof, the Principal
Paying Agent must receive at its office in London, at least 15 but not more than
30 days prior to the date of repayment, this Note, together with all unmatured
coupons appertaining thereto, with the form entitled "Option to Elect Repayment"
below duly completed, or a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States, Western Europe or Japan setting forth the principal amount of the Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the Option to
Elect Repayment is being exercised and a guarantee that this Note to be repaid,
together with the duly completed form entitled Option to Elect Repayment, will
be received by the principal paying agent not later than the fifth Business Day
after the date of that telegram, telex, facsimile transmission or letter.
However, the telegram, telex, facsimile transmission or letter shall only be
effective if this Note and an Option to Elect Repayment form duly completed are
received by the Paying Agent by the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter. Exercise of such repayment
option by the holder hereof shall be irrevocable.

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


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<PAGE>



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

         The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second
Business Day next preceding such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date for Notes bearing interest calculated
by reference to EURIBOR (or to LIBOR when the Index Currency is euros) shall be
the second TARGET Settlement Day preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to LIBOR (other than for LIBOR Notes
for which the Index Currency is euros) shall be the second London Banking Day
preceding such Interest Reset Date except that the Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR Note for which the Index
Currency is pounds sterling will be such Interest Reset Date. As used herein,
"London Banking Day" means any day on which dealings in deposits in the Index
Currency (as defined herein) are transacted in the London interbank market. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if as a result of a legal
holiday an auction is held on the Friday of the week preceding such Interest
Reset Date, the related Interest Determination Date shall be such preceding
Friday; and provided, further, that if an auction shall fall on any Interest
Reset Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

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

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


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

           (i) If the above rate is not published in H.15(519) by 9:00 a.m., New
York City time, on the Calculation Date, the CD Rate shall be the rate on that
Interest Determination Date set forth in the daily update of H.15(519),
available through the world wide website of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication ("H.15 Daily Update") for the Interest
Determination Date for certificates of deposit having the Index Maturity
specified on the face hereof, under the caption "CDs (Secondary Market)."

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

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

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

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

           (i) If the above rate is not published by 9:00 a.m., New York City
time, on the Calculation Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on that Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in the
H.15 Daily Update under the heading "Commercial Paper -- Nonfinancial."

          (ii) If by 3:00 p.m., New York City time, on that Calculation Date the
rate is not yet published in either H.15(519) or the H.15 Daily Update, then the
Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on that Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
(after consultation


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with the Issuer) for commercial paper of the Index Maturity specified on the
face hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency.

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

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

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

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

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

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

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

          (ii) If fewer than two quotations are provided, EURIBOR shall be the
arithmetic mean of the rates quoted by four major banks in the Euro-zone, as
selected by the Calculation Agent (after consultation with the Issuer) at
approximately 11:00 a.m. (Brussels time), on the applicable Interest


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Reset Date for loans in euro to leading European banks for a period of time
equivalent to the Index Maturity specified on the face hereof commencing on that
Interest Reset Date in a principal amount not less than the equivalent of U.S.$1
million in euro.

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

         "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty").

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

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

           (i) If the above rate is not published by 9:00 a.m., New York City
time, on the Calculation Date, the Federal Funds Rate shall be the rate on that
Interest Determination Date as published in the H.15 Daily Update under the
heading "Federal Funds/Effective Rate."

          (ii) If that rate is not yet published in either H.15(519) or the H.15
Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the
Calculation Agent shall determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight federal funds by each of
three leading brokers of federal funds transactions in The City of New York
selected by the Calculation Agent (after consultation with the Issuer) prior to
9:00 a.m., New York City time, on that Interest Determination Date.

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

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

           (i) As of the Interest Determination Date, LIBOR shall be either: (a)
if "LIBOR Reuters" is specified as the Reporting Service on the face hereof, the
arithmetic mean of the offered rates for deposits in the Index Currency having
the Index Maturity designated on the face hereof, commencing


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<PAGE>



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

         (ii) If (a) fewer than two offered rates appear and LIBOR Reuters is
specified on the face hereof, or (b) no rate appears and the face hereof
specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and the Designated
LIBOR Page by its terms provides only for a single rate, then the Calculation
Agent shall request the principal London offices of each of four major reference
banks in the London interbank market, as selected by the Calculation Agent
(after consultation with the Issuer) to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the Index
Maturity specified on the face hereof commencing on the second London Banking
Day immediately following the Interest Determination Date or, if pounds sterling
is the Index Currency, commencing on that Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on that Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that market at
that time.

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

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

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


                                       12

<PAGE>



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

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

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

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

           (i) If the rate is not published prior to 9:00 a.m., New York City
time, on the Calculation Date, then the Prime Rate shall be the rate on that
Interest Determination Date as published in H.15 Daily Update under the heading
"Bank Prime Loan."

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

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

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

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


                                       13

<PAGE>



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

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

          (ii) if the rate described in (i) above is not published by 3:00 p.m.,
New York City time, on the Calculation Date, the Bond Equivalent Yield of the
rate for the applicable Treasury Bills as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High;" or

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

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

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

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

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



                                       14

<PAGE>



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

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

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

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

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

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

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

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

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

         (iii) If the information described in (ii) is not provided by 3:00
p.m., New York City time, on the related Calculation Date, then the Calculation
Agent shall determine the CMT Rate to be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest Determination Date,
reported, according to their written records, by three leading primary United
States government securities dealers ("Reference Dealers") in The City of New
York, which may include an agent or other


                                       15

<PAGE>



affiliates of the Issuer, selected by the Calculation Agent as described in the
following sentence. The Calculation Agent shall select five reference dealers
(after consultation with the Issuer) and shall eliminate the highest quotation
or, in the event of equality, one of the highest, and the lowest quotation or,
in the event of equality, one of the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes") with
an original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than that Designated CMT Maturity Index
minus one year. If two Treasury Notes with an original maturity as described
above have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining term
to maturity shall be used.

          (iv) If the Calculation Agent cannot obtain three Treasury Notes
quotations as described in (iii) above, the Calculation Agent shall determine
the CMT Rate to be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 p.m., New York City
time, on the Interest Determination Date of three reference dealers in The City
of New York, selected using the same method described in (iii) above, for
Treasury Notes with an original maturity equal to the number of years closest to
but not less than the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of at
least $100,000,000.

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

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

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

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

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be


                                       16

<PAGE>



higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.

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

         Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Accrued interest hereon shall
be an amount calculated by multiplying the principal amount hereof shown on
Schedule A hereto by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day in the
period for which interest is being paid. Unless otherwise specified on the face
hereof, the interest factor for each such date shall be computed by dividing the
interest rate applicable to such day by 360 if the Base Rate is CD Rate,
Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate or LIBOR, except
if the Base Rate is LIBOR and this Note is denominated in pounds sterling, as
specified on the face hereof; (i) by 360 if the Base Rate is CD Rate, Commercial
Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate or LIBOR (except if the
Index Currency is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and
the Index Currency is pounds sterling; or (iii) by the actual number of days in
the year if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (.0000001), with five one-millionths of a percentage point rounded upward,
and all dollar amounts used in or resulting from such calculation on this Note
will be rounded to the nearest cent (with one-half cent rounded upward). The
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date. The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).

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

         This Note is issued in definitive bearer form with coupons attached (a
"Definitive Bearer Note") and, unless otherwise indicated on the face hereof, is
issuable only in the minimum denominations set forth on the face hereof or any
amount in excess thereof which is an integral multiple of 1,000 units of the
Specified Currency set forth on the face hereof.

         This Note and the coupons appertaining hereto may be transferred by
delivery. At the option of the holder of this Note, and subject to the terms of
the Senior Indenture, this Note (with all unmatured coupons, and all matured
coupons, if any, in default appertaining hereto) will be exchanged for two or
more Definitive Bearer Notes (if this Note is issuable in more than one
authorized denomination) or for a Registered Note, in each case, of any
authorized denomination of like tenor and in an equal aggregate principal
amount, in accordance with the provisions of the


                                       17

<PAGE>



Senior Indenture, at the office of the Trustee in The City of New York (which
initially has been appointed registrar and transfer agent for the Notes) or at
the office of the Principal Paying Agent in London (which initially has been
appointed transfer agent for the Notes), or at the office of any transfer agent
designated by the Issuer for such purpose. If this Note is surrendered in
exchange for a Registered Note after the close of business at any such office on
any record date (whether or not a Business Day) for the payment of interest on
such Registered Note and before the opening of business at such office on the
relevant Interest Payment Date, this Note shall be surrendered without the
coupon relating to such Interest Payment Date. All such exchanges of Notes and
coupons will be free of service charge, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith. None of the Issuer, the Trustee or any agent of the Issuer
or the Trustee shall be required to exchange this Note for a Registered Note if
such exchange would result in adverse United States Federal income tax
consequences to the Issuer under then applicable United States federal income
tax laws.

         The date of any Registered Note delivered upon any exchange of this
Note shall be such that no gain or loss of interest results from such exchange.

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

         This Note may be redeemed, as a whole, at the option of the Issuer at
any time prior to maturity, upon the giving of a notice of redemption as
described below, at a redemption price equal to 100% of the principal amount
hereof, together with accrued interest to the date fixed for redemption, if the
Issuer determines that, as a result of any change in or amendment to the laws
(or any regulations or rulings promulgated thereunder) of the United States or
of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Original Issue Date hereof, the Issuer has or
will become obligated to pay Additional Amounts (as defined below) with respect
to this Note as described below. Prior to the giving of any Notice of redemption
pursuant to this paragraph, the Issuer shall deliver to the Trustee (i) a
certificate stating that the Issuer is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
right


                                       18

<PAGE>



of the Issuer to so redeem have occurred, and (ii) an opinion of independent
counsel satisfactory to the Trustee to such effect based on such statement of
facts; provided that no such notice of redemption shall be given earlier than 60
days prior to the earliest date on which the Issuer would be obligated to pay
such Additional Amounts if a payment in respect of this Note were then due.

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

         If the Issuer shall determine that any payment made outside the United
States by the Issuer or any Paying Agent of principal, premium or interest due
in respect of this Note or any coupons appertaining thereto would, under any
present or future laws or regulations of the United States, be subject to any
certification, identification or other information reporting requirement of any
kind, the effect of which is the disclosure to the Issuer, any Paying Agent or
any governmental authority of the nationality, residence or identity of a
beneficial owner of this Note or any coupons appertaining thereto who is a
United States Alien (as defined below) (other than such a requirement (a) that
would not be applicable to a payment made by the Issuer or any Paying Agent (i)
directly to the beneficial owner or (ii) to a custodian, nominee or other agent
of the beneficial owner, or (b) that can be satisfied by such custodian, nominee
or other agent certifying to the effect that such beneficial owner is a United
States Alien; provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Issuer shall redeem this Note,
as a whole, at a redemption price equal to 100% of the principal amount thereof,
together with accrued interest to the date fixed for redemption, or, at the
election of the Issuer if the conditions of the next succeeding paragraph are
satisfied, pay the additional amounts specified in such paragraph. The Issuer
shall make such determination and election as soon as practicable, shall
promptly notify the Trustee thereof and shall publish (or transmit, as
applicable) prompt notice thereof (the "Determination Notice") stating the
effective date of such certification, identification or other information
reporting requirements, whether the Issuer will redeem this Note or has elected
to pay the additional amounts specified in the next succeeding paragraph, and
(if applicable) the last date by which the redemption of this Note must take
place, as provided in the next succeeding sentence. If the Issuer redeems this
Note, such redemption shall take place on such date, not later than one year
after the publication of the Determination Notice, as the Issuer shall elect by
notice to the Trustee at least 60 days prior to the date fixed for redemption or
at least 30 days prior to the last day of the Redemption Notice Period specified
on the face hereof. Notice of such redemption of this Note will be given to the
holder of this Note not more than 60 nor less than 30 days prior to the date
fixed for redemption or within the Redemption Notice Period specified on the
face hereof. Such redemption notice shall include a statement as to the last
date by which this Note to be redeemed may be exchanged for Registered Notes.
Notwithstanding the foregoing, the Issuer shall not so redeem this Note if the
Issuer shall subsequently determine, not less than 30 days prior to the date
fixed for redemption or prior to the last day of the Redemption Notice Period
specified on the face hereof, that subsequent payments would not be subject to
any such certification, identification or other information reporting
requirement, in which case the Issuer shall publish (or transmit, as applicable)
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of the holder of this Note to
exchange this Note for Registered Notes pursuant to the provisions of


                                       19

<PAGE>



this paragraph will terminate at the close of business of the Principal Paying
Agent on the fifteenth day prior to the date fixed for redemption, and no
further exchanges of this Note for Registered Notes shall be permitted.

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

         The Issuer will, subject to certain exceptions and limitations set
forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note or any coupons appertaining hereto who is a United States
Alien as may be necessary in order that every net payment of the principal of
and interest on this Note and any other amounts payable on this Note, after
withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount provided for in this Note or in any such coupon
appertaining hereto to be then due and payable. The Issuer will not, however, be
required to make any payment of Additional Amounts to any such holder for or on
account of:

               (a) any such tax, assessment or other governmental charge that
          would not have been so imposed but for (i) the existence of any
          present or former connection between such holder (or between a
          fiduciary, settlor, beneficiary, member or shareholder of such holder,
          if such holder is an estate, a trust, a partnership or a corporation)
          and the United States and its possessions, including, without
          limitation, such holder (or such fiduciary, settlor, beneficiary,
          member or shareholder) being or having been a citizen or resident
          thereof or being or having been engaged in a trade or business or
          present therein or having, or having had, a permanent establishment
          therein or (ii) the presentation by the holder of this Note or


                                       20

<PAGE>



          any coupons appertaining hereto for payment on a date more than 15
          days after the date on which such payment became due and payable or
          the date on which payment thereof is duly provided for, whichever
          occurs later;

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

               (c) any tax, assessment or other governmental charge imposed by
          reason of such holder's past or present status as a personal holding
          company or foreign personal holding company or controlled foreign
          corporation or passive foreign investment company with respect to the
          United States or as a corporation which accumulates earnings to avoid
          United States federal income tax or as a private foundation or other
          tax-exempt organization;

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

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

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

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

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

nor shall Additional Amounts be paid with respect to any payment on this Note or
any coupons appertaining thereto to a United States Alien who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.


                                       21

<PAGE>



         The Senior Indenture provides that (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Global Medium-Term Notes of
which this Note forms a part, or due to the default in the performance or breach
of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt securities
issued under the Senior Indenture, shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in 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 (b) if an Event of Default due to
a default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable to all outstanding debt securities issued
thereunder, including this Note, or due to certain events of bankruptcy or
insolvency 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 Senior 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 premium, if any) 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.

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

         Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate (as defined below) on the date of such payment or, if the Market
Exchange Rate is not available


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<PAGE>



on such date, as of the most recent practicable date; provided, however, that if
the euro has been substituted for such Specified Currency, the Issuer may at its
option (or shall, if so required by applicable law) without the consent of the
holder of this Note effect the payment of principal of, premium, if any, or
interest on, any Note denominated in such Specified Currency in euro in lieu of
such Specified Currency in conformity with legally applicable measures taken
pursuant to, or by virtue of, the treaty establishing the EC, as amended by the
Treaty. Any payment made under such circumstances in U.S. dollars or euro where
the required payment is in an unavailable Specified Currency will not constitute
an Event of Default. If such Market Exchange Rate is not then available to the
Issuer or is not published for a particular Specified Currency, the Market
Exchange Rate will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent (as defined below) at approximately 11:00
a.m., New York City time, on the second Business Day preceding the date of such
payment from three recognized foreign exchange dealers (the "Exchange Dealers")
for the purchase by the quoting Exchange Dealer of the Specified Currency for
U.S. dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of Notes and at
which the applicable Exchange Dealer commits to execute a contract. One of the
Exchange Dealers providing quotations may be the Exchange Rate Agent unless the
Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations are
not available, the Exchange Rate Agent shall determine the market exchange rate
at its sole discretion.

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

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

         So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided. If this Note is listed on
the London Stock Exchange Limited and such Exchange so requires, the Issuer
shall maintain a Paying Agent in London. The Issuer may designate other agencies
for the payment of said principal, premium and interest at such place or places
outside the United States (subject to applicable laws and regulations) as the
Issuer may decide. So long as there shall be such an agency, the Issuer shall
keep the Trustee advised of the names and locations of such agencies, if any are
so designated.

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


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<PAGE>



way any obligation that the Issuer may have to pay the principal of or interest
or premium, if any, on this Note as the same shall become due.

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

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

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

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

         As used herein:

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

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

               (c) the term "Notices" refers to notices to the holders of the
          Notes and any coupons appertaining thereto to be given by publication
          in an authorized newspaper in the English language and of general
          circulation in the Borough of Manhattan, The City of New York, and


                                       24

<PAGE>



          London or, if publication in London is not practical, in an English
          language newspaper with general circulation in Western Europe. Such
          Notices will be deemed to have been given on the date of such
          publication or, if published in such newspapers on different dates, on
          the date of the first such publication;

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

               (e) the term "United States Alien" means any person who, for
          United States federal income tax purposes, is a foreign corporation, a
          non-resident alien individual, a non-resident alien fiduciary of a
          foreign estate or trust, or a foreign partnership one or more of the
          members of which is a foreign corporation, a non-resident alien
          individual or a non-resident alien fiduciary of a foreign estate or
          trust.

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


                                       25

<PAGE>


                            OPTION TO ELECT REPAYMENT

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


________________________________________________________________________________


________________________________________________________________________________


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


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


Dated:_________________________           ______________________________________



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