EXHIBIT 4-aa


                           [FORM OF FACE OF SECURITY]

                        PERMANENT GLOBAL SENIOR BULL NOTE

BEARER                                                           BEARER
No. PGFX

         [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.

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

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

                                        2

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                        MORGAN STANLEY DEAN WITTER & CO.
                  SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                   (Bull Note)


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

MATURITY DATE:         INTEREST RATE:               INTEREST PAYMENT PERIOD:

EUROCLEAR NO.:         INITIAL REDEMPTION DATE:     CALCULATION AGENT:

                       INITIAL REDEMPTION
CLEARSTREAM NO.:         PERCENTAGE:                SPECIFIED CURRENCY:

                       ANNUAL REDEMPTION
COMMON CODE:             PERCENTAGE REDUCTION:      INDEX CURRENCY:

                       OPTIONAL REPAYMENT
ISIN:                    DATE(S):                   EXCHANGE RATE AGENT:

REPORTING SERVICE:     REDEMPTION PRICE:            INDEX MATURITY:

                       FINAL REDEMPTION PRICE:      EXCHANGE FOR REGISTERED
PRINCIPAL AMOUNT:                                     NOTES [NO]3:

                       MINIMUM  DENOMINATIONS:      APPLICABILITY OF MODIFIED
                                                      PAYMENT UPON ACCELERATION
                                                      OR REDEMPTION

OTHER PROVISIONS:      REDEMPTION NOTICE            IF YES, STATE ISSUE PRICE:
                         PERIOD:4

         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 Final Redemption Price based on the
principal amount as 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 at the Interest Rate per annum specified
above from and including the Interest Accrual Date specified above until but
excluding the date the Final Redemption Price 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, and at
maturity (or on 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

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

         4 Applicable if other than 30-60 days. Consult with Euroclear or
Clearstream if a shorter redemption notice is requested, to a minimum of ten
days.

         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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after the Interest Accrual Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual 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 Final Redemption Price
is paid or duly made available for payment (except as provided below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the holder of this Note at the office or agency of the Principal Paying Agent
(this and certain other capitalized terms used herein are defined on the reverse
of this Note) or at the office or agency of such other paying agents outside the
United States as the Issuer may determine for that purpose (each, a "Paying
Agent," which term shall include the Principal Paying Agent).

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

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

                                        4

<PAGE>


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

                                        5

<PAGE>


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

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


                                        6

<PAGE>



                          [FORM OF REVERSE OF SECURITY]

         This Note is one of a duly authorized issue of Senior 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 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 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 (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 shall be mailed to the holders of the
Notes designated for redemption who have filed their names and addresses with
the Principal Paying Agent, not less than 30 nor more than 60 days prior to the
date fixed for redemption or within the Redemption Notice Period specified on
the face hereof, subject to all the conditions and provisions of the Senior

                                        7

<PAGE>


Indenture. Notice of redemption to all other holders of Notes shall be given in
the manner set forth in "Notices" as defined below, and, if by publication,
shall be given once in each of 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 the Redemption Notice Period specified on the face
hereof. In the event of redemption of this Note in part only, the Principal
Paying Agent shall cause Schedule A of this Note to be endorsed to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of this Note so redeemed, whereupon the principal amount hereof shall be
reduced for all purposes by the amount so redeemed and noted.

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

         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


                                        8

<PAGE>



on the Maturity Date (or any redemption or repayment date), and no interest on
such payment shall accrue for the period from and after the Interest Payment
Date or the Maturity Date (or any redemption or repayment date) to such next
succeeding Business Day.

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

         This Note is issued in permanent global bearer form without interest
coupons attached (a "Global Bearer Note"). The beneficial owner of all or a
portion of this Note may exchange its interest in this Note upon not less than
30 days' written notice to the Principal Paying Agent through the relevant
clearing system, in whole, for Notes in bearer form with interest coupons, if
any, attached (the "Definitive Bearer Notes," and, together with the Global
Bearer Notes, the "Bearer Notes") or, if so indicated on the face of this Note,
at the beneficial owner's option, in whole or from time to time in part, for
Notes in fully registered form without coupons (the "Registered Notes"), in each
case, in the minimum denominations set forth on the face hereof or any amount in
excess thereof which is an integral multiple of 1,000 units of the Specified
Currency set forth on the face hereof. Interests in this Note shall also be
exchanged by the Issuer in whole, but not in part, for Definitive Bearer Notes,
which shall be serially numbered, with coupons, if any, attached (or, if
indicated on the face of this Note, at the beneficial owner's option, for
Registered Notes), of any authorized denominations if (i) this Note is
accelerated following an Event of Default or (ii) either Euroclear or Cedelbank
or any other relevant clearing system is closed for business for a continuous
period of fourteen days (other than by reason of public holidays) or announces
an intention to cease business permanently or in fact does so. The Issuer shall
give notice to the Principal Paying Agent promptly following any such
acceleration or upon learning of any such closure. Any exchanges referred to
above shall be made at the office of the Principal Paying Agent, or, in the case
of Registered Notes, at the office of the transfer agent for the Registered
Notes in London, which transfer agent will initially be The Chase Manhattan
Bank, London Branch, upon compliance with any procedures set forth in, or
established pursuant to, the Senior Indenture; provided, however, that the
Issuer shall not be required (i) to exchange this Note for a period of fifteen
calendar days preceding the first publication or other transmission, if
applicable, of a notice of redemption of all or any portion hereof or (ii) to
exchange any portion of this Note selected for redemption or surrendered for
optional repayment, except that such portion of this Note may be exchanged for a
Registered Note of like tenor; provided that such Registered Note shall be
simultaneously surrendered for redemption or repayment, as the case may be; and
provided, further, that if a Registered Note is issued in exchange for any
portion of this Note after the close of business at the office of the Principal
Paying Agent on any record date (whether or not a Business Day) for the payment
of interest on such Registered Note and before the opening of business at such
office on the relevant Interest Payment Date, any interest will not be payable
on such Interest Payment Date in respect of such Registered Note, but will be
payable on such Interest Payment Date only to the holder of this Note. Upon
exchange of this Note in whole for a Definitive Bearer Note or Definitive Bearer
Notes, or in whole or in part for a Registered Note or Registered Notes, the
Principal Paying Agent shall cause Schedule A of this Note to be endorsed to
reflect the reduction of the principal amount hereof by an amount equal to the
aggregate principal amount of such Definitive Bearer Note or


                                        9

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Definitive Bearer Notes, or such Registered Note or Registered Notes, whereupon
the principal amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. All such exchanges of Notes will be free of service charge,
but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. The date of any Note
delivered upon any exchange of this Note shall be such that no gain or loss of
interest results from such exchange.

         All (and not less than all) interests in this Note will be exchanged
for Definitive Bearer Notes in accordance with the procedures set forth in the
following two sentences as soon as practicable after (i) the first beneficial
owner of an interest in this Note exchanges its interest for a Definitive Bearer
Note, (ii) the Issuer gives notice to the Principal Paying Agent of an
acceleration of the Note or (iii) either Euroclear or Cedelbank or any other
relevant clearing system is closed for business for a continuous period of
fourteen days (other than by reason of public holidays) or announces an
intention to cease business permanently or in fact does so. In the event of any
exchange of interests in this Note for a Definitive Bearer Note, a common
depositary located outside the United States (the "common depositary") holding
this Note for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System (the "Euroclear Operator"), Clearstream
Banking, societe anonyme ("Clearstream, Luxembourg"), and/or any other relevant
clearing system (including "Societe Interprofessionelle pour la Compensation des
Valeurs Mobilieres ("SICOVAM")) shall instruct the Principal Paying Agent
regarding the aggregate principal amount of Definitive Bearer Notes and the
denominations of such Definitive Bearer Notes that must be authenticated and
delivered to each relevant clearing system in exchange for this Note.
Thereafter, the Principal Paying Agent, acting solely in reliance on such
instructions, shall, upon surrender to it of this Note and subject to the
conditions in the preceding paragraph, authenticate and deliver Definitive
Bearer Notes in exchange for this Note in accordance with such instructions and
shall cause Schedule A of this Note to be endorsed to reflect the reduction of
its principal amount by an amount equal to the aggregate principal amount of
this Note. Nothing in this paragraph shall prevent the further exchange of
Definitive Bearer Notes into Registered Notes.

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

         In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee 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.


                                       10

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         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 the Redemption Price, as specified on the face 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 the Notice.

         If the Issuer shall determine that any payment made outside the United
States by the Issuer or any Paying Agent of principal, premium or interest due
in respect of this Note would, under any present or future laws or regulations
of the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of which is the
disclosure to the Issuer, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of this Note who is a
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 the Redemption Price, as specified on the face hereof (except
that if this Note is subject to "Modified Payment upon Acceleration or
Redemption," such redemption price would be calculated on the basis of 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 Amortized Amount), 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


                                       11

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

         If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph would
be fully satisfied by payment of a backup withholding tax or similar charge, the
Issuer may elect by notice to the Trustee to pay as additional amounts such
amounts as may be necessary so that every net payment made outside the United
States following the effective date of such requirements by the Issuer or any
Paying Agent of principal, premium or interest due in respect of this Note of
which the beneficial owner is a 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 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 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.


                                       12

<PAGE>



         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 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, 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;



                                       13

<PAGE>



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

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

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.

         The Final Redemption Price or the Redemption Price shall be determined
by the Calculation Agent not later than the close of business on the date that
is two (2) London Banking Days prior to the Maturity Date or date of redemption
as the case may be (the "Interest Determination Date").
For the purpose of determining the Final Redemption Price or the Redemption
Price LIBOR shall be determined as follows:

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

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


                                       14

<PAGE>



     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 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.

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

         "Designated LIBOR Page" means either: (a) if LIBOR Reuters is
designated as the Reporting Service on the face hereof, the display on the
Reuters 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.

         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


                                       15

<PAGE>



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 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


                                       16

<PAGE>



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 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 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.

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

         No recourse shall be had for the payment of the principal of, 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


                                       17

<PAGE>



the Senior Indenture or any indenture supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

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

         As used herein:

               (a) The term "Business Day" means any day, other than a Saturday
          or Sunday, (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 "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;

               (c) 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 as published for
          customs purposes by the Federal Reserve Bank of New York;

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

               (e) 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

               (f) 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


                                       18

<PAGE>



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


                                       19

<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:______________________________             _______________________________




                                       20

<PAGE>



                                                                  [SCHEDULE A7]


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

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


                      Principal Amount     Principal Amount    Principal Amount
 Date of Exchange,        Exchanged         Exchanged For        Exchanged for
   Redemption or       From Temporary         Definitive          Definitive
      Payment           Global Notes         Bearer Notes      Registered Notes
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<PAGE>


                                        Remaining Principal
                                        Amount Outstanding
 Principal Amount    Principal Amount     Following Such
 Redeemed at the      Repaid at the          Exchange,      Notation Made by or
  Option of the       Option of the        Redemption or        on Behalf of
      Issuer              Holder             Repayment          Paying Agent
--------------------------------------- ------------------- --------------------

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


<PAGE>


                                                               [SCHEDULE A-1]8

                          PERMANENT GLOBAL BEARER NOTE

                              SCHEDULE OF EXCHANGES

         The initial principal amount of this Note is $__________. The following
(A) exchanges of the principal amount of Notes indicated below for the same
principal amount of Notes to be represented by (i) Definitive Bearer Notes or
(ii) Definitive Registered Notes or [(iii) a Global Bearer Note that has been
separated from a Unit (a "Separated Note")]9, (B) exchanges of the principal
amount of Notes that had been represented by (i) a Temporary Global Bearer Note
[or (ii) a Global Bearer Note that is part of a Unit (an "Attached Unit
Note")]10 for an interest in this Note and (C) reductions of the principal
amount of this Note as a result of (i) cancellation upon the application of such
amount to the settlement of Purchase Contracts or the exercise of Universal
Warrants (ii) redemption at the option of the Issuer or (iii) repayments at the
option of the Holder have been made:

                         Principal     [Principal
                          Amount         Amount      [Principal     Principal
  Date of Exchange,      Exchanged     Exchanged       Amount         Amount
     Cancellation          From         from an      Exchanged      Exchanged
    Redemption, or       Temporary      Attached   for Separated  For Definitive
      Repayment        Global Notes   Unit Note]3      Note]2      Bearer Notes
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<PAGE>


                                                      Remaining
                                                      Principal
                              Principal                 Amount
  Principal                     Amount                Outstanding
    Amount      Principal     Repaid at             Following such
  Exchanged      Amount          the                   Exchange,      Notation
For Definitive Redeemed at    option of  Principal    Cancellation   Made by or
  Registered   the option of     the       Amount    Redemption or  on behalf of
    Notes      the Issuer      Holder   Cancelled      Repayment    Paying Agent
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         8 This Schedule A-1 needed only if this Note is issued as part of, or
in relation to, a Unit.

         9 Applies only if this Note is attached to a Unit.

         10 Applies only if this Note has been separated from a Unit.