EXHIBIT 4.1


                           FLOATING RATE SENIOR NOTE


REGISTERED                                                       U.S.$
No. FLR                                                          CUSIP:

     Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.






                                      A-1
<PAGE>


                                 MORGAN STANLEY
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                (Floating Rate)

         STOCK PARTICIPATION NOTES DUE SEPTEMBER 15, 2010 LINKED TO THE
                COMMON STOCK OF WAL-MART STORES, INC. ("NOTES")

            STOCK PARTICIPATION NOTES WITH MINIMUM RETURN PROTECTION


<TABLE>
-----------------------------------------------------------------------------------------------
<S>                            <C>                             <C>
BASE RATE: N/A                 ORIGINAL ISSUE DATE:            MATURITY DATE: September 15,
                                                                   2010
-----------------------------------------------------------------------------------------------
INDEX MATURITY: N/A            INTEREST ACCRUAL DATE: N/A      INTEREST PAYMENT DATE(S):
                                                                   N/A
-----------------------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS): N/A    INITIAL INTEREST RATE: N/A      INTEREST PAYMENT PERIOD:
                                                                   N/A
-----------------------------------------------------------------------------------------------
SPREAD MULTIPLIER: N/A         INITIAL INTEREST RESET          INTEREST RESET PERIOD: N/A
                                   DATE: N/A
-----------------------------------------------------------------------------------------------
REPORTING SERVICE: N/A         MAXIMUM INTEREST RATE:          INTEREST RESET DATE(S): N/A
                                   N/A
-----------------------------------------------------------------------------------------------
INDEX CURRENCY: N/A            MINIMUM INTEREST RATE: N/A      CALCULATION AGENT: See
                                                                   "Calculation Agent" below
-----------------------------------------------------------------------------------------------
EXCHANGE RATE AGENT: N/A       INITIAL REDEMPTION DATE:        SPECIFIED CURRENCY: U.S.
                                   N/A                             dollars
-----------------------------------------------------------------------------------------------
                               INITIAL REDEMPTION              IF SPECIFIED CURRENCY
                                   PERCENTAGE: N/A                 OTHER THAN U.S.
                                                                   DOLLARS, OPTION TO
                                                                   ELECT PAYMENT IN
                                                                   U.S. DOLLARS: N/A
-----------------------------------------------------------------------------------------------
                               ANNUAL REDEMPTION               DESIGNATED CMT
                                   PERCENTAGE REDUCTION:           TELERATE PAGE: N/A
                                   N/A
-----------------------------------------------------------------------------------------------
                               OPTIONAL REPAYMENT              DESIGNATED CMT MATURITY
                                   DATE(S): N/A                    INDEX: N/A
-----------------------------------------------------------------------------------------------
OTHER PROVISIONS: See below    REDEMPTION NOTICE PERIOD:
                               N/A
-----------------------------------------------------------------------------------------------
                               TAX REDEMPTION AND
                               PAYMENT OF ADDITIONAL
                               AMOUNTS: NO
-----------------------------------------------------------------------------------------------
                               IF YES, STATE INITIAL
                               OFFERING DATE: N/A
=================================================================================================
</TABLE>


                                      A-2
<PAGE>


Maturity Date.....................  September 15, 2010, subject to extension in
                                    accordance with the following paragraph in
                                    the event of a Market Disruption Event (as
                                    defined below) on the final Period
                                    Valuation Date (as defined below) for
                                    calculating the Equity-linked Payment
                                    Amount (as defined below).

                                    If, due to a Market Disruption Event or
                                    otherwise, the final Period Valuation Date
                                    is postponed so that it falls less than two
                                    scheduled Trading Days (as defined below)
                                    prior to the scheduled Maturity Date, the
                                    Maturity Date shall be the second scheduled
                                    Trading Day following that final Period
                                    Valuation Date as postponed.

                                    In the event that the final Period
                                    Valuation Date is postponed due to a Market
                                    Disruption Event or otherwise, the Issuer
                                    shall give notice of such postponement as
                                    promptly as possible, and in no case later
                                    than one Business Day following the
                                    scheduled final Period Valuation Date, (i)
                                    to the holder of this Note by mailing
                                    notice of such postponement by first class
                                    mail, postage prepaid, to the holder's last
                                    address as it shall appear upon the
                                    registry books, (ii) to the Trustee by
                                    telephone or facsimile confirmed by mailing
                                    such notice to the Trustee by first class
                                    mail, postage prepaid, at its New York
                                    office and (iii) to The Depository Trust
                                    Company (the "Depositary") by telephone or
                                    facsimile confirmed by mailing such notice
                                    to the Depositary by first class mail,
                                    postage prepaid. Any notice that is mailed
                                    in the manner herein provided shall be
                                    conclusively presumed to have been duly
                                    given, whether or not the holder of this
                                    Note receives the notice.

Minimum Denominations.............  $1,000

Maturity Redemption Amount........  At maturity the holder of this Note shall
                                    receive for each $1,000 principal amount of
                                    this Note the Maturity Redemption Amount
                                    (as defined below), as determined by the
                                    Calculation Agent, which shall be equal to
                                    the greater of (i) the Equity-linked
                                    Payment Amount and (ii) the Minimum Payment
                                    Amount (as defined below).

                                    The Issuer shall, or shall cause the
                                    Calculation Agent to, (i) provide written
                                    notice to the Trustee at its New York
                                    office, on which notice the Trustee may
                                    conclusively rely,


                                      A-3
<PAGE>


                                    and to the Depositary of the Maturity
                                    Redemption Amount, on or prior to 10:30
                                    a.m. on the Trading Day preceding the
                                    Maturity Date (but if such Trading Day is
                                    not a Business Day, prior to the close of
                                    business on the Business Day preceding the
                                    Maturity Date) and (ii) deliver the
                                    aggregate cash amount due with respect to
                                    this Note to the Trustee for delivery to
                                    the holder of this Note on the Maturity
                                    Date.

Minimum Payment Amount............  $1,200

Equity-linked Payment Amount......  The Equity-linked Payment Amount is equal
                                    to (i) $1,000 times (ii) the product of the
                                    Semi-annual Performance Amounts (as defined
                                    below) for each Semi-annual Valuation
                                    Period (as defined below) over the term of
                                    the Notes.

Semi-annual Performance Amount....  With respect to any Semi-annual Valuation
                                    Period, the Semi-annual Performance Amount
                                    shall be equal to the lesser of (i)
                                    and (ii) a fraction, the numerator of which
                                    shall be the Market Price (as defined
                                    below) of one share of Wal-Mart Stock times
                                    the Share Ratio (as defined below), each as
                                    determined on the Period Valuation Date at
                                    the end of such Semi-annual Valuation
                                    Period and the denominator of which shall
                                    be the Market Price of one share of
                                    Wal-Mart Stock times the Share Ratio, each
                                    as determined on the Period Valuation Date
                                    at the beginning of such Semi-annual
                                    Valuation Period, provided that for the
                                    first Semi-annual Valuation Period, the
                                    denominator shall be      .

Semi-annual Valuation Periods.....  Each period from and including a Period
                                    Valuation Date to and including the
                                    immediately subsequent Period Valuation
                                    Date; provided that the first Semi-annual
                                    Valuation Period shall begin April 23,
                                    2003.

Period Valuation Dates............  The Period Valuation Dates shall be (i) the
                                    15th of each March and September, beginning
                                    September 15, 2003 to and including March
                                    15, 2010, and (ii) September 13, 2010, in
                                    each such case subject to adjustment if
                                    such date is not a Trading Day or if a
                                    Market Disruption Event occurs on such date
                                    as described in the two following
                                    paragraphs.


                                      A-4
<PAGE>


                                    If any scheduled Period Valuation Date
                                    occurring from and including September 15,
                                    2003 to and including March 15, 2010 is not
                                    a Trading Day or if a Market Disruption
                                    Event occurs on any such date, such Period
                                    Valuation Date shall be the immediately
                                    succeeding Trading Day during which no
                                    Market Disruption Event shall have
                                    occurred; provided that if a Market
                                    Disruption Event occurs on any of the
                                    scheduled Period Valuation Dates occurring
                                    from and including September 15, 2003 to
                                    and including March 15, 2010 and on each of
                                    the five Trading Days immediately
                                    succeeding that scheduled Period Valuation
                                    Date, then such fifth succeeding Trading
                                    Day shall be deemed to be the relevant
                                    Period Valuation Date, notwithstanding the
                                    occurrence of a Market Disruption Event on
                                    such day.

                                    If September 13, 2010 (the final Period
                                    Valuation Date) is not a Trading Day or if
                                    there is a Market Disruption Event on such
                                    day, the final Period Valuation Date shall
                                    be the immediately succeeding Trading Day
                                    during which no Market Disruption Event
                                    shall have occurred.

Share Ratio.......................  1.0, subject to adjustment for certain
                                    corporate events relating to Wal-Mart
                                    described under "Antidilution Adjustments"
                                    below.

Market Price......................  If Wal-Mart Stock (or any other security
                                    for which a Market Price must be
                                    determined) is listed on a national
                                    securities exchange, is a security of the
                                    Nasdaq National Market or is included in
                                    the OTC Bulletin Board Service ("OTC
                                    Bulletin Board") operated by the National
                                    Association of Securities Dealers, Inc.
                                    (the "NASD"), the Market Price for one
                                    share of Wal-Mart Stock (or one unit of any
                                    such other security) on any Trading Day
                                    means (i) the last reported sale price,
                                    regular way, of the principal trading
                                    session on such day on the principal United
                                    States securities exchange registered under
                                    the Securities Exchange Act of 1934, as
                                    amended (the "Exchange Act"), on which
                                    Wal-Mart Stock is listed or admitted to
                                    trading (which may be the Nasdaq National
                                    Market if it is then a national securities
                                    exchange) or (ii) if not listed or admitted
                                    to trading on any such securities exchange
                                    or if such last reported sale price is not
                                    obtainable (even if Wal-Mart Stock is
                                    listed or admitted


                                      A-5
<PAGE>


                                    to trading on such securities exchange),
                                    the last reported sale price of the
                                    principal trading session on the over-the-
                                    counter market as reported on the Nasdaq
                                    National Market (if it is not then a
                                    national securities exchange) or OTC
                                    Bulletin Board on such day. If the last
                                    reported sale price of the principal
                                    trading session is not available pursuant
                                    to clause (i) or (ii) of the preceding
                                    sentence because of a Market Disruption
                                    Event or otherwise, the Market Price for
                                    any Trading Day shall be the mean, as
                                    determined by the Calculation Agent, of the
                                    bid prices for Wal-Mart Stock obtained from
                                    as many dealers in such security, but not
                                    exceeding three, as will make such bid
                                    prices available to the Calculation Agent.
                                    Bids of MS & Co. or any of its affiliates
                                    may be included in the calculation of such
                                    mean, but only to the extent that any such
                                    bid is the highest of the bids obtained. A
                                    "security of the Nasdaq National Market"
                                    shall include a security included in any
                                    successor to such system, and the term "OTC
                                    Bulletin Board Service" shall include any
                                    successor service thereto.

Trading Day.......................  A day, as determined by the Calculation
                                    Agent, on which trading is generally
                                    conducted on the New York Stock Exchange
                                    (the "NYSE"), the American Stock Exchange
                                    LLC (the "AMEX"), the Nasdaq National
                                    Market, the Chicago Mercantile Exchange and
                                    the Chicago Board of Options Exchange and
                                    in the over-the-counter market for equity
                                    securities in the United States.

Antidilution Adjustments..........  The Share Ratio shall be adjusted as
                                    follows:

                                    1. If Wal-Mart Stock is subject to a stock
                                    split or reverse stock split, then once
                                    such split has become effective, the Share
                                    Ratio shall be adjusted to equal the
                                    product of the prior Share Ratio and the
                                    number of shares issued in such stock split
                                    or reverse stock split with respect to one
                                    share of Wal-Mart Stock.

                                    2. If Wal-Mart Stock is subject (i) to a
                                    stock dividend (issuance of additional
                                    shares of Wal-Mart Stock) that is given
                                    ratably to all holders of shares of
                                    Wal-Mart Stock or (ii) to a distribution of
                                    Wal-Mart Stock as a result of the
                                    triggering of any provision of the
                                    corporate charter of Wal-Mart, then once
                                    the dividend or distribution has


                                      A-6
<PAGE>


                                    become effective and Wal-Mart Stock is
                                    trading ex-dividend, the Share Ratio shall
                                    be adjusted so that the new Share Ratio
                                    shall equal the prior Share Ratio plus the
                                    product of (i) the number of shares issued
                                    with respect to one share of Wal-Mart Stock
                                    and (ii) the prior Share Ratio.

                                    3. If Wal-Mart issues rights or warrants to
                                    all holders of Wal-Mart Stock to subscribe
                                    for or purchase Wal-Mart Stock at an
                                    exercise price per share that is less than
                                    the Market Price of Wal-Mart Stock on both
                                    (i) the date the exercise price of such
                                    rights or warrants is determined and (ii)
                                    the expiration date of such rights or
                                    warrants, and if the expiration date of
                                    such rights or warrants precedes the
                                    maturity of the Notes, then the Share Ratio
                                    shall be adjusted on the Trading Day
                                    immediately following the expiration date
                                    of such rights or warrants to equal the
                                    product of the prior Share Ratio and a
                                    fraction, the numerator of which shall be
                                    the number of shares of Wal-Mart Stock
                                    outstanding immediately prior to the
                                    issuance of such rights or warrants (as
                                    adjusted for any subsequent corporate event
                                    requiring an adjustment hereunder) plus the
                                    number of additional shares of Wal-Mart
                                    Stock offered for subscription or purchase
                                    pursuant to such rights or warrants and the
                                    denominator of which shall be the number of
                                    shares of Wal-Mart Stock outstanding
                                    immediately prior to the issuance of such
                                    rights or warrants (as adjusted for any
                                    subsequent corporate event requiring an
                                    adjustment hereunder) plus the number of
                                    additional shares of Wal-Mart Stock which
                                    the aggregate offering price of the total
                                    number of shares of Wal-Mart Stock so
                                    offered for subscription or purchase
                                    pursuant to such rights or warrants would
                                    purchase at the Market Price on the
                                    expiration date of such rights or warrants,
                                    which shall be determined by multiplying
                                    such total number of shares offered by the
                                    exercise price of such rights or warrants
                                    and dividing the product so obtained by
                                    such Market Price. If the number of shares
                                    of Wal-Mart Stock actually delivered in
                                    respect of such rights or warrants differs
                                    from the number of shares of Wal-Mart Stock
                                    offered in respect of such rights or
                                    warrants, then the Share Ratio for Wal-Mart
                                    Stock shall promptly be readjusted to the
                                    Share Ratio which would have been in effect
                                    had the adjustment been made on the


                                      A-7
<PAGE>


                                    basis of the number of shares of Wal-Mart
                                    Stock actually delivered in respect of such
                                    rights or warrants.

                                    4. There shall be no adjustments to the
                                    Share Ratio to reflect cash dividends or
                                    other distributions paid with respect to
                                    Wal-Mart Stock other than distributions
                                    described in paragraph 2, paragraph 3 and
                                    clauses (i), (iv) and (v) of the first
                                    sentence of paragraph 5 and Extraordinary
                                    Dividends. "Extraordinary Dividend" means
                                    (a) the full amount per share of Wal-Mart
                                    Stock of any cash dividend or special
                                    dividend or distribution that is identified
                                    by Wal-Mart as an extraordinary or special
                                    dividend or distribution, (b) the excess of
                                    any cash dividend or other cash
                                    distribution (that is not otherwise
                                    identified by Wal-Mart as an extraordinary
                                    or special dividend or distribution)
                                    distributed per share of Wal-Mart Stock
                                    over the immediately preceding cash
                                    dividend or other cash distribution, if
                                    any, per share of Wal-Mart Stock that did
                                    not include an Extraordinary Dividend (as
                                    adjusted for any subsequent corporate event
                                    requiring an adjustment hereunder, such as
                                    a stock split or reverse stock split) if
                                    such excess portion of the dividend or
                                    distribution is more than 5% of the Market
                                    Price of Wal-Mart Stock on the Trading Day
                                    preceding the "ex-dividend date" (that is,
                                    the day on and after which transactions in
                                    Wal-Mart Stock on an organized securities
                                    exchange or trading system no longer carry
                                    the right to receive that cash dividend or
                                    other cash distribution) for the payment of
                                    such cash dividend or other cash
                                    distribution (such Market Price, the "Base
                                    Market Price") (c) the full cash value of
                                    any non-cash dividend or distribution per
                                    share of Wal-Mart Stock (excluding
                                    Marketable Securities, as defined in
                                    paragraph 5 below). Subject to the
                                    following sentence, if any cash dividend or
                                    distribution of such other property with
                                    respect to Wal-Mart Stock includes an
                                    Extraordinary Dividend, the Share Ratio
                                    with respect to Wal-Mart Stock shall be
                                    adjusted on the ex-dividend date so that
                                    the new Share Ratio shall equal the product
                                    of (i) the prior Share Ratio and (ii) a
                                    fraction, the numerator of which is the
                                    Base Market Price, and the denominator of
                                    which is the amount by which the Base
                                    Market Price exceeds the Extraordinary
                                    Dividend. If any Extraordinary Dividend is
                                    at least 35% of the Base Market Price,
                                    then, instead of


                                      A-8
<PAGE>


                                    adjusting the Share Ratio, each subsequent
                                    Semi-annual Performance Amount shall be
                                    calculated as described in paragraph 5
                                    below, and the Extraordinary Dividend shall
                                    be allocated to Reference Basket Stocks in
                                    accordance with the procedures for a
                                    Reference Basket Event as described in
                                    clause 3(b) of paragraph 5 below. The value
                                    of the non-cash component of an
                                    Extraordinary Dividend shall be determined
                                    on the ex-dividend date for such
                                    distribution by the Calculation Agent,
                                    whose determination shall be conclusive in
                                    the absence of manifest error. A
                                    distribution on Wal-Mart Stock described in
                                    clause (i), (iv) or (v) of the first
                                    sentence of paragraph 5 below shall cause
                                    an adjustment to the Share Ratio pursuant
                                    only to clause (i), (iv) or (v) of the
                                    first sentence of paragraph 5, as
                                    applicable.

                                    5. Any of the following shall constitute a
                                    Reorganization Event: (i) Wal-Mart Stock is
                                    reclassified or changed, including, without
                                    limitation, as a result of the issuance of
                                    any tracking stock by Wal-Mart, (ii)
                                    Wal-Mart has been subject to any merger,
                                    combination or consolidation and is not the
                                    surviving entity, (iii) Wal-Mart completes
                                    a statutory exchange of securities with
                                    another corporation (other than pursuant to
                                    clause (ii) above), (iv) Wal-Mart is
                                    liquidated, (v) Wal-Mart issues to all of
                                    its shareholders equity securities of an
                                    issuer other than Wal-Mart (other than in a
                                    transaction described in clause (ii), (iii)
                                    or (iv) above) (a "spinoff stock") or (vi)
                                    Wal-Mart Stock is the subject of a tender
                                    or exchange offer or going private
                                    transaction on all of the outstanding
                                    shares. If any Reorganization Event occurs,
                                    in each case as a result of which the
                                    holders of Wal-Mart Stock receive any
                                    equity security listed on a national
                                    securities exchange or traded on The Nasdaq
                                    National Market (a "Marketable Security"),
                                    other securities or other property, assets
                                    or cash (collectively "Exchange Property"),
                                    the Semi-annual Performance Amounts for
                                    Period Valuation Dates following the
                                    effective date for such Reorganization
                                    Event (or, if applicable, in the case of
                                    spinoff stock, the ex-dividend date for the
                                    distribution of such spinoff stock) shall
                                    be calculated by reference to:

                                      (1) if Wal-Mart Stock continues to be
                                      outstanding, Wal-Mart Stock (if
                                      applicable, as reclassified upon


                                      A-9
<PAGE>


                                      the issuance of any tracking stock) at
                                      the Share Ratio in effect on such Period
                                      Valuation Date (taking into account any
                                      adjustments for any distributions
                                      described under clause (3)(a) below); and

                                      (2) for each Marketable Security received
                                      in such Reorganization Event (each a "New
                                      Stock"), including the issuance of any
                                      tracking stock or spinoff stock or any
                                      stock received in exchange for Wal-Mart
                                      Stock, where Wal-Mart is not the
                                      surviving entity, the number of shares of
                                      the New Stock received with respect to
                                      one share of Wal-Mart Stock multiplied by
                                      the Share Ratio for Wal-Mart Stock on the
                                      Trading Day immediately prior to the
                                      effective date of the Reorganization
                                      Event (the "New Stock Share Ratio"), as
                                      adjusted to such Period Valuation Date
                                      (taking into account any adjustments for
                                      distributions described under clause
                                      (3)(a) below); and

                                      (3) for any cash and any other property
                                      or securities other than Marketable
                                      Securities received in such
                                      Reorganization Event (the "Non-Stock
                                      Exchange Property"),


                                        (a) if the combined value of the amount
                                        of Non-Stock Exchange Property received
                                        per share of Wal-Mart Stock, as
                                        determined by the Calculation Agent in
                                        its sole discretion on the effective
                                        date of such Reorganization Event (the
                                        "Non-Stock Exchange Property Value"),
                                        by holders of Wal-Mart Stock is less
                                        than 25% of the Market Price of
                                        Wal-Mart Stock on the Trading Day
                                        immediately prior to the effective date
                                        of such Reorganization Event, a number
                                        of shares of Wal-Mart Stock, if
                                        applicable, and of any New Stock
                                        received in connection with such
                                        Reorganization Event, if applicable, in
                                        proportion to the relative Market
                                        Prices of Wal-Mart Stock and any such
                                        New Stock, and with an aggregate value
                                        equal to the Non-Stock Exchange
                                        Property Value based on such Market
                                        Prices, in each case as determined by
                                        the Calculation Agent in its sole
                                        discretion on the effective date of
                                        such Reorganization Event, and the
                                        number such


                                      A-10
<PAGE>


                                        shares of Wal-Mart Stock or any New
                                        Stock determined in accordance with
                                        this clause (3)(a) shall be added at
                                        the time of such adjustment to the
                                        Share Ratio in subparagraph (1) above
                                        and/or the New Stock Share Ratio in
                                        subparagraph (2) above, as applicable,
                                        or

                                        (b) if the Non-Stock Exchange Property
                                        Value is equal to or exceeds 25% of the
                                        Market Price of Wal-Mart Stock on the
                                        Trading Day immediately prior to the
                                        effective date relating to such
                                        Reorganization Event or, if Wal-Mart
                                        Stock is surrendered exclusively for
                                        Non-Stock Exchange Property (in each
                                        case, a "Reference Basket Event"), an
                                        equal-dollar weighted basket of three
                                        Reference Basket Stocks (as defined
                                        below) with an aggregate value on the
                                        effective date of such Reorganization
                                        Event equal to the Non-Stock Exchange
                                        Property Value. The "Reference Basket
                                        Stocks" shall be the three stocks with
                                        the largest market capitalization among
                                        the stocks that then comprise the S&P
                                        500 Index (or, if publication of such
                                        index is discontinued, any successor or
                                        substitute index selected by the
                                        Calculation Agent in its sole
                                        discretion) with the same primary
                                        Standard Industrial Classification Code
                                        ("SIC Code") as Wal-Mart; provided,
                                        however, that a Reference Basket Stock
                                        shall not include any stock that is
                                        subject to a trading restriction under
                                        the trading restriction policies of
                                        Morgan Stanley or any of its affiliates
                                        that would materially limit the ability
                                        of Morgan Stanley or any of its
                                        affiliates to hedge the Notes with
                                        respect to such stock (a "Hedging
                                        Restriction"); provided further that if
                                        three Reference Basket Stocks cannot be
                                        identified from the S&P 500 Index by
                                        primary SIC Code for which a Hedging
                                        Restriction does not exist, the
                                        remaining Reference Basket Stock(s)
                                        shall be selected by the Calculation
                                        Agent from the largest market
                                        capitalization stock(s) within the same
                                        Division and Major Group classification
                                        (as defined by the Office of Management
                                        and Budget) as the primary SIC Code for
                                        Wal-Mart. Each Reference Basket


                                      A-11
<PAGE>


                                        Stock shall be assigned a Basket Stock
                                        Share Ratio equal to the number of
                                        shares of such Reference Basket Stock
                                        with a Market Price on the effective
                                        date of such Reorganization Event equal
                                        to the product of (a) the Non-Stock
                                        Exchange Property Value, (b) the Share
                                        Ratio in effect for Wal-Mart Stock on
                                        the Trading Day immediately prior to
                                        the effective date of such
                                        Reorganization Event and (c) 0.3333333.

                                    Following the allocation of any
                                    Extraordinary Dividend to Reference Basket
                                    Stocks pursuant to paragraph 4 above or any
                                    Reorganization Event described in this
                                    paragraph 5, the Semi-annual Performance
                                    Amount for each subsequent Period Valuation
                                    Date shall be the sum of:

                                    (i)    if applicable, the product of the
                                           Market Price of one share of
                                           Wal-Mart Stock and the Share Ratio
                                           then in effect; and

                                    (ii)   if applicable, for each New Stock,
                                           the product of the Market Price of
                                           one share of such New Stock and the
                                           New Stock Share Ratio then in effect
                                           for such New Stock; and

                                    (iii)  if applicable, for each Reference
                                           Basket Stock, the product of the
                                           Market Price of such Reference
                                           Basket Stock and the Basket Stock
                                           Share Ratio then in effect for such
                                           Reference Basket Stock.

                                    In each case, the Market Price and the
                                    applicable Share Ratio (including for this
                                    purpose, any New Stock Share Ratio or
                                    Basket Stock Share Ratio) shall be
                                    determined by the Calculation Agent on the
                                    Period Valuation Date; provided that if
                                    there is a Market Disruption Event with
                                    respect to any underlying stock, the Market
                                    Price and Share Ratio for the unaffected
                                    underlying stocks shall be determined on
                                    the originally scheduled Period Valuation
                                    Date, and the Market Price and Share Ratio
                                    for the affected underlying stock shall be
                                    postponed in accordance with the second and
                                    third paragraphs under "Period Valuation
                                    Dates" above; provided further that the
                                    provisions for the extension of the
                                    Maturity Date shall


                                      A-12
<PAGE>


                                    apply in the case of the postponement of
                                    the Period Valuation Date for any
                                    underlying stock.

                                                  *    *    *

                                    For purposes of paragraph 5 above, in the
                                    case of a consummated tender or exchange
                                    offer or going-private transaction
                                    involving Exchange Property of a particular
                                    type, Exchange Property shall be deemed to
                                    include the amount of cash or other
                                    property paid by the offeror in the tender
                                    or exchange offer with respect to such
                                    Exchange Property (in an amount determined
                                    on the basis of the rate of exchange in
                                    such tender or exchange offer or
                                    going-private transaction). In the event of
                                    a tender or exchange offer or a
                                    going-private transaction with respect to
                                    Exchange Property in which an offeree may
                                    elect to receive cash or other property,
                                    Exchange Property shall be deemed to
                                    include the kind and amount of cash and
                                    other property received by offerees who
                                    elect to receive cash.

                                    Following the occurrence of any
                                    antidilution adjustments after which the
                                    Semi-annual Performance Amount is based in
                                    whole or in part on the value of a New
                                    Stock or Reference Basket Stocks,
                                    references to "Wal-Mart Stock" under
                                    "Market Price" and "Market Disruption
                                    Event" shall be deemed to also refer to any
                                    New Stock or Reference Basket Stock, and,
                                    if Wal-Mart Stock is no longer outstanding,
                                    all other references in this pricing
                                    supplement to "Wal-Mart Stock" shall be
                                    deemed to refer to New Stock and/or the
                                    Reference Basket Stocks, unless the context
                                    otherwise requires. The New Stock Share
                                    Ratio(s) or Basket Stock Share Ratios
                                    resulting from any Reorganization Event
                                    described in paragraph 5 above or similar
                                    adjustment under paragraph 4 above shall be
                                    subject to the adjustments set forth in
                                    paragraphs 1 through 5 hereof.

                                    If a Market Price is no longer available
                                    for Wal-Mart Stock, any New Stock or any
                                    Reference Basket Stock for whatever reason,
                                    including in the event Wal-Mart or the
                                    issuer of such other stock is liquidated or
                                    Wal-Mart or such other issuer is subject to
                                    a proceeding under any applicable
                                    bankruptcy, insolvency or similar law, then
                                    the value of the Wal-Mart Stock, any New
                                    Stock or any


                                      A-13
<PAGE>


                                    Reference Basket Stock, as applicable,
                                    shall equal zero for as long as no Market
                                    Price is available.

                                    If a Reference Basket Event occurs, the
                                    Issuer shall, or shall cause the
                                    Calculation Agent to, provide written
                                    notice to the Trustee at its New York
                                    office, on which notice the Trustee may
                                    conclusively rely, and to DTC of the
                                    occurrence of such Reference Basket Event
                                    and of the three Reference Basket Stocks
                                    selected as promptly as possible and in no
                                    event later than five Business Days after
                                    the date of the Reference Basket Event.

                                    No adjustment to any Share Ratio (including
                                    for this purpose, any New Stock Share Ratio
                                    or Basket Stock Share Ratio) shall be
                                    required unless such adjustment would
                                    require a change of at least 0.1% in the
                                    Share Ratio then in effect. The Share Ratio
                                    resulting from any of the adjustments
                                    specified above shall be rounded to the
                                    nearest one-hundred thousandth, with five
                                    one-hundred thousandths rounded upward.
                                    Adjustments to the Share Ratios shall be
                                    made up to and including the final Period
                                    Valuation Date.

                                    The Calculation Agent shall be solely
                                    responsible for the determination and
                                    calculation of any adjustments to any Share
                                    Ratio, New Stock Share Ratio or Basket
                                    Stock Share Ratio or method of calculating
                                    the Exchange Property Value and of any
                                    related determinations and calculations
                                    with respect to any distributions of stock,
                                    other securities or other property or
                                    assets (including cash), and its
                                    determinations and calculations with
                                    respect thereto shall be conclusive in the
                                    absence of manifest error.

                                    The Calculation Agent shall provide
                                    information as to any adjustments made
                                    pursuant to paragraphs 1 through 5 above
                                    upon written request by the holder of this
                                    Note.

Market Disruption Event...........  "Market Disruption Event" means, with
                                    respect to Wal-Mart Stock:

                                      (i) a suspension, absence or material
                                      limitation of trading of Wal-Mart Stock
                                      on the primary market for Wal-Mart Stock
                                      for more than two hours of trading or


                                      A-14
<PAGE>


                                      during the one-half hour period preceding
                                      the close of the principal trading
                                      session in such market; or a breakdown or
                                      failure in the price and trade reporting
                                      systems of the primary market for
                                      Wal-Mart Stock as a result of which the
                                      reported trading prices for Wal-Mart
                                      Stock during the last one-half hour
                                      preceding the close of the principal
                                      trading session in such market are
                                      materially inaccurate; or the suspension,
                                      absence or material limitation of trading
                                      on the primary market for trading in
                                      options contracts related to Wal-Mart
                                      Stock, if available, during the one-half
                                      hour period preceding the close of the
                                      principal trading session in the
                                      applicable market, in each case as
                                      determined by the Calculation Agent in
                                      its sole discretion; and

                                      (ii) a determination by the Calculation
                                      Agent in its sole discretion that any
                                      event described in clause (i) above
                                      materially interfered with the ability of
                                      the Issuer or any of its affiliates to
                                      unwind or adjust all or a material
                                      portion of the hedge with respect to the
                                      Notes.

                                    For purposes of determining whether a
                                    Market Disruption Event has occurred: (1) a
                                    limitation on the hours or number of days
                                    of trading shall not constitute a Market
                                    Disruption Event if it results from an
                                    announced change in the regular business
                                    hours of the relevant exchange, (2) a
                                    decision to permanently discontinue trading
                                    in the relevant options contract shall not
                                    constitute a Market Disruption Event, (3)
                                    limitations pursuant to NYSE Rule 80A (or
                                    any applicable rule or regulation enacted
                                    or promulgated by the NYSE, any other
                                    self-regulatory organization or the
                                    Securities and Exchange Commission (the
                                    "Commission") of scope similar to NYSE Rule
                                    80A as determined by the Calculation Agent)
                                    on trading during significant market
                                    fluctuations shall constitute a suspension,
                                    absence or material limitation of trading,
                                    (4) a suspension of trading in options
                                    contracts on Wal-Mart Stock by the primary
                                    securities market trading in such options,
                                    if available, by reason of (x) a price
                                    change exceeding limits set by such
                                    securities exchange or market, (y) an
                                    imbalance of orders relating to such
                                    contracts or (z) a disparity in bid and ask
                                    quotes relating


                                      A-15
<PAGE>


                                    to such contracts shall constitute a
                                    suspension, absence or material limitation
                                    of trading in options contracts related to
                                    Wal-Mart Stock and (5) a suspension,
                                    absence or material limitation of trading
                                    on the primary securities market on which
                                    options contracts related to Wal-Mart Stock
                                    are traded shall not include any time when
                                    such securities market is itself closed for
                                    trading under ordinary circumstances.

Alternate Exchange Calculation
in Case of an Event of Default....  In case an event of default with respect to
                                    the Notes shall have occurred and be
                                    continuing, the amount declared due and
                                    payable per each $           principal
                                    amount of this Note upon any acceleration
                                    of this Note shall be equal to the Maturity
                                    Redemption Amount determined as though the
                                    Market Price of Wal-Mart Stock for any
                                    Period Valuation Date scheduled to occur on
                                    or after such date of acceleration were the
                                    Market Price of Wal-Mart Stock on the date
                                    of acceleration. Therefore, the Semi-annual
                                    Performance Amount for the then current
                                    Semi-annual Valuation Period would be equal
                                    to the Market Price of one share of
                                    Wal-Mart Stock times the Share Ratio on the
                                    date of acceleration divided by the Market
                                    Price of one share of Wal-Mart Stock times
                                    the Share Ratio on the Period Valuation
                                    Date at the beginning of such Semi-annual
                                    Valuation Period, and the Semi-annual
                                    Performance Amount for each remaining
                                    Semi-annual Valuation Period would be equal
                                    to 1.

                                    If the maturity of the Notes is accelerated
                                    because of an event of default as described
                                    above, the Issuer shall, or shall cause the
                                    Calculation Agent to, provide written
                                    notice to the Trustee at its New York
                                    office, on which notice the Trustee may
                                    conclusively rely, and to the Depositary of
                                    the Maturity Redemption Amount and the
                                    aggregate cash amount due with respect to
                                    this Note as promptly as possible and in no
                                    event later than two Business Days after
                                    the date of acceleration.

Calculation Agent.................  Morgan Stanley & Co. Incorporated and its
                                    successors ("MS & Co.")

                                    All determinations made by the Calculation
                                    Agent shall be at the sole discretion of
                                    the Calculation Agent and


                                      A-16
<PAGE>


                                    shall, in the absence of manifest error, be
                                    conclusive for all purposes and binding on
                                    the holder of this Note and on the Issuer.

                                    All calculations with respect to the
                                    Equity-linked Payment Amount and the
                                    Semi-annual Performance Amount will be
                                    rounded to the nearest one hundred-
                                    thousandth, with five one-millionths
                                    rounded upward (e.g., .876545 would be
                                    rounded to .87655); all dollar amounts
                                    related to determination of the amount of
                                    cash payable per Note will be rounded to
                                    the nearest ten-thousandth, with five one
                                    hundred-thousandths rounded upward (e.g.,
                                    .76545 would be rounded up to .7655); and
                                    all dollar amounts paid on the aggregate
                                    number of Notes will be rounded to the
                                    nearest cent, with one-half cent rounded
                                    upward.


                                      A-17
<PAGE>


     Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a
Delaware corporation (together with its successors and assigns, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assignees, the amount of cash, as determined in accordance with the provisions
set forth under "Maturity Redemption Amount" above, due with respect to the
principal sum of U.S.$        (UNITED STATES DOLLARS                         ),
on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the maturity) and to pay interest thereon from and including the
Interest Accrual Date specified above at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified
above, and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is paid
or duly made available for payment. The Issuer will pay interest in arrears
weekly, monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or 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; and
provided, further, that if an Interest Payment Date (other than the Maturity
Date or redemption or repayment date) would fall on a day that is not a
Business Day, as defined on the reverse hereof, such Interest Payment Date
shall be the following day that is a Business Day, except that if the Base Rate
specified above is LIBOR or EURIBOR and such next Business Day falls in the
next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day; and provided, further, that if the
Maturity Date or redemption or repayment date would fall on a day that is not a
Business Day, such payment shall be made on the following day that is a
Business Day and no interest shall accrue for the period from and after such
Maturity Date or redemption or repayment date.

     Interest on this Note will accrue from and including the most recent 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. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this 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) (each such date, a "Record Date"); provided, however, that interest
payable at maturity (or any redemption or repayment date) will be payable to
the person to whom the principal hereof shall be payable.

     Payment of the principal of and premium, if any, and interest on this Note
due at maturity (or any redemption or repayment date), unless this Note is
denominated in a Specified Currency other than U.S. dollars and is to be paid
in whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City


                                      A-18
<PAGE>


of New York, or at such other paying agency as the Issuer may determine, in
U.S. dollars. U.S. dollar payments of interest, other than interest due at
maturity or 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 the
equivalent in a Specified Currency) or more in aggregate principal amount of
Notes having the same Interest Payment Date, the interest on which is payable
in U.S. dollars, shall be entitled to receive payments of interest, other than
interest due at maturity or on any date of redemption or repayment, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15
calendar days prior to the applicable Interest Payment Date.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of
principal, premium, if any, and interest with regard to this Note 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 Paying Agent in writing, with
respect to payments of interest, on or prior to the fifth Business Day after
the applicable Record Date and, with respect to payments of principal or any
premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the
lawful currency, provided, further, that if such wire transfer instructions are
not received, such 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; and provided, further, that 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 surrender of this Note at the
office or agency referred to in the preceding paragraph.

     If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written
notice to the Paying Agent as to all or a portion of payments on this Note at
least five Business Days prior to such Record Date, for payments of interest,
or at least ten calendar days prior to the Maturity Date or any redemption or
repayment date, for payments of principal, as the case may be.

     If the holder elects to receive all or a portion of payments of principal
of, premium, if any, and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York


                                      A-19
<PAGE>


City time, on the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the
Issuer) for the purchase by the quoting dealer of U.S. dollars for the
Specified Currency for settlement on such payment date in the amount of the
Specified Currency payable in the absence of such an election to such holder
and at which the applicable dealer commits to execute a contract. If such bid
quotations are not available, such payment will be made in the Specified
Currency. All currency exchange costs will be borne by the holder of this Note
by deductions from such payments.

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

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, 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.


                                      A-20
<PAGE>


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

DATED:                                            MORGAN STANLEY


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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
  as Trustee


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


                                      A-21
<PAGE>


                          FORM OF REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, 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
JPMorgan Chase Bank (formerly known as 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 JPMorgan Chase Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the Issuer)
with respect to the Notes. 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.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof
in accordance with the provisions of the following two paragraphs, 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. 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. Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 calendar 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 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


                                      A-22
<PAGE>


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. For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 calendar 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 a trust company in the United States setting forth
the name of the holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of this Note's tenor and
terms, the principal amount hereof to be repaid, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note,
together with the form entitled "Option to Elect Repayment" duly completed,
will be received by the Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Paying Agent by such fifth Business Day. Exercise of such repayment option by
the holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," this Note may be redeemed, as a whole, at
the option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100% of
the principal amount hereof, together with accrued interest to the date fixed
for redemption, if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of
the United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the Initial Offering 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 calendar 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
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on face hereof, which date and the applicable
redemption price will be specified in the notice.


                                      A-23
<PAGE>


     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," 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 calendar 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 or a bank receiving interest under Section
     881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

          (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


                                      A-24
<PAGE>


     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).

In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the agreement
reached in the ECOFIN Council meeting of 13 December 2001 or any law
implementing or complying with, or introduced in order to conform to, such
Directive; or (ii) by or on behalf of a holder who would have been able to
avoid such withholding or deduction by presenting this Note or the relevant
coupon to another Paying Agent in a member state of the European Union. 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.

     This Note will bear interest at the rate determined in accordance with the
applicable provisions below by reference to the Base Rate shown on the face
hereof based on the Index Maturity, if any, shown on the face hereof (i) plus
or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier,
if any, specified on the face hereof. Commencing with the Initial Interest
Reset Date specified on the face hereof, the rate at which interest on this
Note is payable shall be reset as of each Interest Reset Date specified on the
face hereof (as used herein, the term "Interest Reset Date" shall include the
Initial Interest Reset Date). The determination of the rate of interest at
which this Note will be reset on any Interest Reset Date shall be made on the
Interest Determination Date (as defined below) pertaining to such Interest
Reset Dates. The Interest Reset Dates will be the Interest Reset Dates
specified on the face hereof; provided, however, that (a) the interest rate in
effect for the period from the Interest Accrual Date to the Initial Interest
Reset Date will be the Initial Interest Rate and (b) unless otherwise specified
on the face hereof, the interest rate in effect for the ten calendar days
immediately prior to maturity, redemption or repayment will be that in effect
on the tenth calendar day preceding such maturity, redemption or repayment
date. If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if the Base Rate specified
on the face hereof is LIBOR or EURIBOR


                                      A-25
<PAGE>


and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, (a) that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close (x) in The City of New York or (y) if
this Note is denominated in a Specified Currency other than U.S. dollars, euro
or Australian dollars, 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").

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

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

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


                                      A-26
<PAGE>


Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs
(Secondary Market)."

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

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

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

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

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

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

     (i) If the above rate is not published by 9:00 a.m., New York City time,
on the Calculation Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on that Interest Determination Date for commercial
paper of the Index Maturity specified on the face


                                      A-27
<PAGE>


hereof as published in the H.15 Daily Update under the heading "Commercial
Paper -- Nonfinancial."

     (ii) If by 3:00 p.m., New York City time, on that Calculation Date the
rate is not yet published in either H.15(519) or the H.15 Daily Update, then
the Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on that Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
(after consultation with the Issuer) for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized statistical rating
agency.

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

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

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

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

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

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

     (i) If the above rate does not appear, the Calculation Agent shall request
the principal Euro-zone office of each of four major banks in the Euro-zone
interbank market, as selected by the Calculation Agent (after consultation with
the Issuer) to provide the Calculation Agent with its offered rate for deposits
in euros, at approximately 11:00 a.m. (Brussels time) on the Interest


                                      A-28
<PAGE>


Determination Date, to prime banks in the Euro-zone interbank market for the
Index Maturity specified on the face hereof commencing on the applicable
Interest Reset Date, and in a principal amount not less than the equivalent of
U.S.$1 million in euro that is representative of a single transaction in euro,
in that market at that time. If at least two quotations are provided, EURIBOR
shall be the arithmetic mean of those quotations.

     (ii) If fewer than two quotations are provided, EURIBOR shall be the
arithmetic mean of the rates quoted by four major banks in the Euro-zone, as
selected by the Calculation Agent (after consultation with the Issuer) at
approximately 11:00 a.m. (Brussels time), on the applicable Interest Reset Date
for loans in euro to leading European banks for a period of time equivalent to
the Index Maturity specified on the face hereof commencing on that Interest
Reset Date in a principal amount not less than the equivalent of U.S.$1 million
in euro.

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

     "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended.

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

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

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

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


                                      A-29
<PAGE>


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

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

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

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

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


                                      A-30
<PAGE>


Index Currency to leading European banks, having the Index Maturity specified
on the face hereof and in a principal amount that is representative of a single
transaction in that Index Currency in that market at that time.

     (iv) If the banks so selected by the Calculation Agent are not quoting as
set forth above, the LIBOR rate for that Interest Determination Date shall
remain the LIBOR for the immediately preceding Interest Reset Period, or, if
there was no Interest Reset Period, the rate of interest payable shall be the
Initial Interest Rate.

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

     "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 Moneyline Telerate Inc., or any successor service, on
the page specified on the face hereof, or any other page as may replace that
page on that service, for the purpose of displaying the London interbank rates
of major banks for the applicable Index Currency.

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

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

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

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

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


                                      A-31
<PAGE>


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

     (iv) If the banks selected by the Calculation Agent are not quoting as set
forth above, the Prime Rate for that Interest Determination Date shall remain
the Prime Rate for the immediately preceding Interest Reset Period, or, if
there was no Interest Reset Period, the rate of interest payable shall be the
Initial Interest Rate.

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

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

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

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

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

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

     (v) if the rate described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date of


                                      A-32
<PAGE>


the applicable Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market;" or

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

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

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

                                             D x N
                 Bond Equivalent Yield = ------------- x 100
                                         360 - (D x M)

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

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

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

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

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


                                      A-33
<PAGE>


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

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

     (iii) If the information set forth above is not provided by 3:00 p.m., New
York City time, on the related Calculation Date, then the Calculation Agent
shall determine the CMT Rate to be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date, reported,
according to their written records, by three leading primary United States
government securities dealers ("Reference Dealers") in The City of New York,
which may include an agent or other affiliates of the Issuer, selected by the
Calculation Agent as described in the following sentence. The Calculation Agent
shall select five reference dealers (after consultation with the Issuer) and
shall eliminate the highest quotation or, in the event of equality, one of the
highest, and the lowest quotation or, in the event of equality, one of the
lowest, for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than that Designated CMT Maturity Index minus one year. If
two Treasury Notes with an original maturity as described above have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to maturity shall
be used.

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

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


                                      A-34
<PAGE>


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

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

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

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.

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

     Unless otherwise indicated on the face hereof, interest payments on this
Note shall be the amount of interest accrued from and including the Interest
Accrual Date or from and including the last date to which interest has been
paid or duly provided for to, but excluding the Interest Payment Dates or the
Maturity Date (or any earlier redemption or repayment date), as the case may
be. Accrued interest hereon shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day in the
period for which interest is being paid. The interest factor for each such date
shall be computed by dividing the interest rate applicable to such day (i) by
360 if the Base Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds
Rate, Prime Rate or LIBOR (except if the Index Currency is pounds sterling);
(ii) by 365 if the Base Rate is LIBOR and the Index Currency is pounds
sterling; or (iii) by the actual number of days in the year if the Base Rate is
the Treasury Rate or the CMT Rate. All percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point with (0.000005%
being rounded up to 0.00001%) and all U.S. dollar amounts used in or resulting
from such calculation on this Note will be rounded to the nearest cent (with
one-half cent rounded upward). All


                                      A-35
<PAGE>


Japanese Yen amounts used in or resulting from such calculations will be
rounded downwards to the next lower whole Japanese Yen amount. All amounts
denominated in any other currency used in or resulting from such calculations
will be rounded to the nearest two decimal places in such currency (with 0.005
being rounded up to 0.01). The interest rate in effect on any Interest Reset
Date will be the applicable rate as reset on such date. The interest rate
applicable to any other day is the interest rate from the immediately preceding
Interest Reset Date (or, if none, the Initial Interest Rate).

     This Note and 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, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency
published by the Federal Reserve Bank of New York (the "Market Exchange Rate")
on the Business Day immediately preceding the date of issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
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 the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee 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 Trustee 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 the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange


                                      A-36
<PAGE>


shall be accompanied by a written instrument of transfer in form satisfactory
to the Trustee 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.

     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, if this Note is destroyed, lost
or stolen, 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.

     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 or
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Notes of which this Note forms a
part, or due to the default in the performance or breach of any other covenant
or warranty of the Issuer applicable to the debt securities of such series but
not applicable to all outstanding debt securities issued under the Senior
Indenture, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the debt securities of each
affected series (voting as a single class) may then declare the principal of
all debt securities of all such series and interest accrued thereon to be due
and payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Senior Indenture
applicable to all outstanding debt securities issued thereunder, including this
Note, or due to certain events of bankruptcy or insolvency of the Issuer, shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of all debt securities issued under the Senior
Indenture then outstanding (treated as one class) may declare the principal of
all such debt securities and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment of
principal or premium, if any, or interest on such debt securities) by the
holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

     The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption or


                                      A-37
<PAGE>


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 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 or
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, as amended. 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 at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.

     The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
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.


                                      A-38
<PAGE>


     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. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated. If any European Union Directive on
the taxation of savings implementing the agreement reached in the ECOFIN
Council meeting of 13 December 2001 or any law implementing or complying with,
or introduced in order to conform to, such Directive is introduced and a Paying
Agent has been designated within the European Union, the Issuer will maintain a
Paying Agent in a member state of the European Union that will not be obligated
to withhold or deduct tax pursuant to any such Directive or law.

     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 and 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 or 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 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.


                                      A-39
<PAGE>


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

     All 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.




                                      A-40
<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.

                          ___________________________



                                      A-41
<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.



                                      A-42
<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.



                                      A-43