EXHIBIT 4-w


                           [FORM OF FACE OF SECURITY]

                  Euro Fixed Rate Subordinated Registered Note

REGISTERED                                                 REGISTERED
No. EFXRR                                                  [PRINCIPAL AMOUNT]

         [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

         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.
               SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                                   (Fixed Rate)


ORIGINAL ISSUE DATE:  INITIAL REDEMPTION    INTEREST RATE:    MATURITY DATE:
                         DATE:

INTEREST ACCRUAL      INITIAL REDEMPTION    INTEREST PAYMENT  OPTIONAL REPAY
   DATE:                 PERCENTAGE:           DATE(S):         MENT DATE(S):

SPECIFIED CURRENCY:   ANNUAL REDEMPTION     EUROCLEAR NO.:    MINIMUM DENOMINA-
                         PERCENTAGE                             TIONS:
                         REDUCTION:

EXCHANGE RATE         REDEMPTION NOTICE     CLEARSTREAM NO.:  APPLICABILITY OF
   AGENT:             PERIOD:3                                  MODIFIED PAYMENT
                                                                UPON ACCELERA-
                                                                TION OR
                                                                REDEMPTION

                                            COMMON CODE:      If yes, state
                                                                issue Price:

OTHER PROVISIONS:                           ISIN:              ORIGINAL YIELD TO
                                                                  MATURITY:

         Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to ______________________, or registered assignees, the principal sum of
____________________4, on the Maturity Date specified above (except to the
extent previously redeemed or repaid) and to pay interest thereon at the
Interest Rate per annum specified above from and including the Interest Accrual
Date specified above until but excluding the date the principal hereof is paid
or duly made available for payment (except as provided below) weekly, monthly,
quarterly, semi-annually or annually in arrears on the Interest Payment Dates
specified above in each commencing on the Interest Payment Date next succeeding
the Interest Accrual Date specified above, and at maturity (or on any redemption
or repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment Date.

         Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until but excluding the date the principal hereof has
been paid or duly made available for payment (except as provided below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to

--------

     3 Applicable if other than 30-60 days, if shorter period is cleared with
Euroclear & Clearstream.

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


                                        2

<PAGE>



certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to such Interest Payment Date (whether or not
a Business Day (as defined below)) (each such date a "Record Date"); provided,
however, that interest payable at maturity, redemption or repayment will be
payable to the person to whom the principal hereof shall be payable.

         Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Principal Paying Agent, as defined on the reverse hereof, or at such other
paying agency as the Issuer may determine (each, a "Paying Agent," which term
shall include the Principal 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; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the person
entitled thereto as such address shall appear in the Note register. A holder of
U.S. $10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date will 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 Principal Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date. If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer instructions have
been received by the Principal Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date. If such wire transfer
instructions are not so received, such interest payments will be made by check
payable in such Specified Currency mailed to the address of the person entitled
thereto as such address shall appear in the Note register.

         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 Authenticating Agent, as defined on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Subordinated 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.

DATED:                           MORGAN STANLEY DEAN WITTER & CO.




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

AUTHENTICATING AGENT'S
    CERTIFICATE
    OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
     as Authenticating Agent



By:________________________________
      Authorized Officer



                                        4

<PAGE>



                          [FORM OF REVERSE OF SECURITY]

         This Note is one of a duly authorized issue of Subordinated Global
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 Subordinated Indenture, dated as of May 1, 1999, between
the Issuer and Bank One Trust Company, N.A. (as successor to The First National
Bank of Chicago), as Trustee (the "Trustee," which term includes any successor
trustee under the Subordinated Indenture) (as may be amended or supplemented
from time to time, the "Subordinated Indenture"), to which Subordinated
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Trustee has appointed
The Chase Manhattan Bank as Authenticating Agent (the "Authenticating Agent,"
which term includes any successor authenticating agent appointed by the Trustee)
with respect to the Notes, and the Issuer has appointed The Chase Manhattan
Bank, acting through its principal corporate trust office in the Borough of
Manhattan, The City of New York, as a paying agent for the Notes in the United
States and The Chase Manhattan Bank, London Branch, at its corporate trust
office in London, as its principal paying agent for the Notes outside the United
States (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
Subordinated Indenture. To the extent not inconsistent herewith, the terms of
the Subordinated 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


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<PAGE>



anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption (except as provided below). Notice of
redemption shall be mailed to the registered holders of the Notes designated for
redemption their addresses as the same shall appear on the Note register 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, subject to all
the conditions and provisions of the Subordinated Indenture. In the event of
redemption of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the holder hereof upon
the cancellation hereof.

         If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (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, (i) this Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. or a
commercial bank or 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.

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

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


                                        6

<PAGE>



accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.

         This Note and all other obligations of the Issuer hereunder will
constitute part of the subordinated debt of the Issuer, will be issued under the
Subordinated Indenture and will be subordinate and junior in right of payment,
to the extent and in the manner set forth in the Subordinated Indenture, to all
"Senior Indebtedness" of the Issuer. The Subordinated Indenture defines "Senior
Indebtedness" as obligations (other than non-recourse obligations, the debt
securities, including this Note, issued under the 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 other similar
instruments, and amendments, renewals, extensions, modifications and refundings
of any such indebtedness or obligation.

         This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and 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.

         The Chase Manhattan Bank has been appointed registrar for the Notes
(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 Notes. This Note may be
transferred at either the aforesaid New York office or at the London office of
the Registrar by surrendering this Note 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 Note or Notes
having identical terms and provisions and having a like aggregate principal
amount in authorized denominations, subject to the terms and conditions set
forth herein; provided, however, that the Registrar will not be required (i) to
register the transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed portion of Notes being
redeemed in part, (ii) to register the transfer of or exchange any Note if the
holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Note in whole or in part, except the portion of such Note not
required to be repurchased, or (iii) to register the transfer of or exchange
Notes to be redeemed for a period of fifteen calendar days preceding the mailing
of the relevant notice of redemption. Notes are exchangeable at said offices for
other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such registrations, exchanges
and transfers of Notes will be free of service charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes 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 Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.


                                        7

<PAGE>



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

         The Subordinated Indenture provides that (a) if an Event of Default (as
defined in the Subordinated Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Subordinated Indenture, including the series of Subordinated
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 Subordinated 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 Subordinated Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or 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
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 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.

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


                                        8

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amount hereof shall equal the amount of principal due and payable with respect
to this Note, calculated as set forth in clause (i) above.

         This Note may be redeemed, as a whole, at the option of the Issuer at
any time prior to maturity, upon the giving of a notice of redemption as
described below, at a redemption price equal to 100% of the principal amount
hereof, together with accrued interest to the date fixed for redemption (except
that if this Note is subject to "Modified Payment upon Acceleration or
Redemption," such redemption price would be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount amortized from the Interest Accrual Date to the date of
redemption, which amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles in effect
on the date of redemption)(the "Amortized Amount")), if the Issuer determines
that, as a result of any change in or amendment to the laws (or any regulations
or rulings promulgated thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in official position regarding the application or interpretation of such
laws, regulations or rulings, which change or amendment becomes effective on or
after the 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 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 such Notice.

         The Issuer will, subject to certain exceptions and limitations set
forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien (as defined below) 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 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,


                                        9

<PAGE>



          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 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;

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

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

               (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 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.


                                       10

<PAGE>



         The 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 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, (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;
provided, however, that neither this Note nor the 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.

         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 on such date, as of the most recent practicable
date; provided, however, that if the euro has been substituted for such
Specified Currency, the Issuer may at its option (or shall, if so required by
applicable law) without the consent of the holder of this Note effect the
payment of principal of, premium, if any, or interest on, any Note denominated
in such Specified Currency in euro in lieu of such Specified Currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community (the "EC"), as amended by the
treaty on European Union (as so amended, 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


                                       11

<PAGE>



Agent (as defined below) 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 in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
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 way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

         No provision of this Note or of the 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 Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless otherwise
agreed between the Issuer and the registered holder of this Note.

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

         No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Note for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of


                                       12

<PAGE>



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

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

         As used herein:

           (a) the term "Business Day" means any day, other than a Saturday or
         Sunday, (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
         at each holder's address as that address appears in the register for
         the Notes by first class mail, postage prepaid, and to be given by
         publication in an authorized newspaper in the English language and of
         general circulation in the Borough of Manhattan, The City of New York,
         and London or, if publication in London is not practical, in an English
         language newspaper with general circulation in Western Europe; provided
         that notice may be made, at the option of the Issuer, through the
         customary notice provisions of the clearing system or systems through
         which beneficial interests in this Note are owned. Such Notices will be
         deemed to have been given on the date of such publication (or other
         transmission, as applicable) or, if published in such newspapers on
         different dates, on the date of the first such publication;

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

           (e) the term "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


                                       13

<PAGE>



         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 which are defined in the Subordinated
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Subordinated Indenture.


                                       14

<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.

                             _______________________



                                       15

<PAGE>



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


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


________________________________________________________________________________


________________________________________________________________________________


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

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



Dated: ________________________


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



                                       16

<PAGE>


                            OPTION TO ELECT REPAYMENT

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


________________________________________________________________________________


________________________________________________________________________________


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


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


Dated:_______________________              _____________________________________
                                           NOTICE: The signature on this Option
                                           to Elect Repayment must correspond
                                           with the name as written upon the
                                           face of the within instrument in
                                           every particular without alteration
                                           or enlargement.



                                       17