EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE

REGISTERED                                                      REGISTERED
No. FXR                                                         U.S. $
                                                                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
                                  (Fixed Rate)

                PERFORMANCE LEVERAGED UPSIDE SECURITIES ("PLUS")

                            PLUS DUE APRIL 30, 2005
                            MANDATORILY EXCHANGEABLE
                     FOR AN AMOUNT PAYABLE IN U.S. DOLLARS
                             BASED ON THE VALUE OF
                        THE DOW JONES INDUSTRIAL AVERAGE

<TABLE>
----------------------------------------------------------------------------------------------------------------
<S>                        <C>                                 <C>                     <C>
ORIGINAL ISSUE DATE:       INITIAL REDEMPTION                  INTEREST RATE: None     MATURITY DATE:
                               DATE: N/A                                                   See "Maturity Date"
                                                                                           below.
----------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL           INITIAL REDEMPTION                  INTEREST PAYMENT        OPTIONAL
    DATE:                      PERCENTAGE: N/A                     DATES: N/A              REPAYMENT
                                                                                           DATE(S):  N/A
----------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:        ANNUAL REDEMPTION                   INTEREST PAYMENT        APPLICABILITY OF
    U.S. dollars               PERCENTAGE                          PERIOD: N/A             MODIFIED
                               REDUCTION: N/A                                              PAYMENT UPON
                                                                                           ACCELERATION: See
                                                                                           "Alternate Exchange
                                                                                           Calculation in Case of
                                                                                           an Event of Default"
                                                                                           below.
----------------------------------------------------------------------------------------------------------------
IF SPECIFIED               REDEMPTION NOTICE                   APPLICABILITY OF        If yes, state Issue Price:
    CURRENCY OTHER             PERIOD: N/A                         ANNUAL INTEREST         N/A
    THAN U.S. DOLLARS,                                             PAYMENTS: N/A
    OPTION TO ELECT
    PAYMENT IN U.S.
    DOLLARS: N/A
----------------------------------------------------------------------------------------------------------------
EXCHANGE RATE              TAX REDEMPTION                                              ORIGINAL YIELD TO
    AGENT: N/A                 AND PAYMENT OF                                              MATURITY: N/A
                               ADDITIONAL
                               AMOUNTS: N/A
----------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:          If yes, state Initial Offering
    See below              Date: N/A
----------------------------------------------------------------------------------------------------------------
</TABLE>


Maturity Date.................. April 30, 2005, subject to extension in the
                                event of a Market Disruption Event on any
                                Determination Date (as defined below).



                                      A-2
<PAGE>


                                If due to a Market Disruption Event or
                                otherwise, the third Determination Date for
                                calculating the Final Average Index Value (as
                                defined below) (the "Final Determination Date")
                                is postponed so that it falls on or after April
                                29, 2005, the Maturity Date shall be the second
                                Trading Day following the Final Determination
                                Date. See "Final Average Index Value" below.

                                In the event that the Maturity Date of the PLUS
                                is postponed due to postponement of the Final
                                Determination Date as described in the
                                immediately preceding paragraph, the Issuer
                                shall give notice of such postponement and,
                                once it has been determined, of the date to
                                which the Maturity Date has been rescheduled
                                (i) to the holder of this PLUS 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 PLUS receives
                                the notice. The Issuer shall give such notice
                                as promptly as possible, and in no case later
                                than (i) with respect to notice of postponement
                                of the Maturity Date, the Business Day
                                immediately following April 28, 2005, and (ii)
                                with respect to notice of the date to which the
                                Maturity Date has been rescheduled, the
                                Business Day immediately following the actual
                                Final Determination Date.

Denominations.................. $         and integral multiples thereof

Payment at Maturity............ At maturity, upon delivery of this PLUS to the
                                Trustee, the Issuer shall pay with respect to
                                each $        principal amount of this PLUS an
                                amount in cash equal to the lesser of (a) the
                                sum of (i) the Final Average Index Value
                                divided by 400 plus (ii) the Supplemental
                                Amount (as defined below), if any, and (b) the
                                Maximum Payment at Maturity (as defined below).


                                      A-3
<PAGE>


                                The Issuer shall, or shall cause the
                                Calculation Agent to, (i) provide written
                                notice to the Trustee and to the Depositary of
                                the amount of cash to be delivered with respect
                                to each $        principal amount of this PLUS,
                                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 such cash
                                to the Trustee for delivery to the Depositary
                                on the Maturity Date.

Supplemental Amount ........... The amount, if any, by which the Final Average
                                Index Value exceeds the Initial Index Value (as
                                defined below), divided by 400. In no event
                                shall the Supplemental Amount be less than
                                zero.

Maximum Payment at Maturity.... $

Final Average Index Value...... The arithmetic average of the Index Closing
                                Value on each of the first three Trading Days
                                from and including April 26, 2005 on which no
                                Market Disruption Event occurs (each, a
                                "Determination Date").

Initial Index Value............

Index Closing Value............ The Index Closing Value on any Trading Day
                                shall equal the closing value of the Dow Jones
                                Industrial Average (the "DJIA") or any
                                Successor Index (as defined under below)
                                published at the regular official weekday close
                                of trading on that Trading Day. In certain
                                circumstances, the Index Closing Value shall be
                                based on the alternate calculation of the DJIA
                                described under "Discontinuance of the DJIA;
                                Alteration of Method of Calculation."

Trading Day.................... A day, as determined by the Calculation Agent,
                                on which trading is generally conducted on the
                                New York Stock Exchange, Inc. (the "NYSE"), the
                                American Stock Exchange LLC ("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.

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



                                      A-4
<PAGE>


                                All determinations made by the Calculation
                                Agent shall be at the sole discretion of the
                                Calculation Agent and shall, in the absence of
                                manifest error, be conclusive for all purposes
                                and binding on the holder of this PLUS and the
                                Issuer.

                                All calculations with respect to the Final
                                Average Index Value and the Supplemental
                                Amount, if any, shall 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 PLUS shall be rounded to the
                                nearest ten-thousandth, with five one
                                hundred-thousandths rounded upwards (e.g.,
                                .76545 would be rounded up to .7655); and all
                                dollar amounts paid on the aggregate number of
                                PLUS shall be rounded to the nearest cent, with
                                one-half cent rounded upward.

Market Disruption Event........ "Market Disruption Event" means, with respect
                                to the DJIA:

                                  (i) a suspension, absence or material
                                  limitation of trading of stocks then
                                  constituting 20 percent or more of the level
                                  of the DJIA (or the Successor Index) on the
                                  Relevant Exchanges for such securities for
                                  more than two hours of trading or during the
                                  one-half hour period preceding the close of
                                  the principal trading session on such
                                  Relevant Exchange; or a breakdown or failure
                                  in the price and trade reporting systems of
                                  any Relevant Exchange as a result of which
                                  the reported trading prices for stocks then
                                  constituting 20 percent or more of the level
                                  of the DJIA (or the relevant Successor Index)
                                  during the last one-half hour preceding the
                                  close of the principal trading session on
                                  such Relevant Exchange are materially
                                  inaccurate; or the suspension, absence or
                                  material limitation of trading on any major
                                  U.S. securities market for trading in futures
                                  or options contracts related to the DJIA (or
                                  the relevant Successor Index) for more than
                                  two hours of trading or during the one-half
                                  hour period preceding the close of the
                                  principal trading session on such market, in
                                  each case as determined by the Calculation
                                  Agent in its sole discretion; and



                                      A-5
<PAGE>


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

                                For the purpose of determining whether a Market
                                Disruption Event exists at any time, if trading
                                in a security included in the DJIA is
                                materially suspended or materially limited at
                                that time, then the relevant percentage
                                contribution of that security to the level of
                                the DJIA shall be based on a comparison of (x)
                                the portion of the level of the DJIA
                                attributable to that security relative to (y)
                                the overall level of the DJIA, in each case
                                immediately before that suspension or
                                limitation.

                                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 or
                                market, (2) a decision to permanently
                                discontinue trading in the relevant futures or
                                options contract shall not constitute a Market
                                Disruption Event, (3) limitations pursuant to
                                the rules of any Relevant Exchange similar to
                                NYSE Rule 80A (or any applicable rule or
                                regulation enacted or promulgated by any other
                                self-regulatory organization or any government
                                agency 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 futures or options contracts on the
                                DJIA by the primary securities market trading
                                in such contracts by reason of (x) a price
                                change exceeding limits set by such exchange or
                                market, (y) an imbalance of orders relating to
                                such contracts or (z) a disparity in bid and
                                ask quotes relating to such contracts shall
                                constitute a suspension, absence or material
                                limitation of trading in futures or options
                                contracts related to the DJIA and (5) a
                                "suspension, absence or material limitation of
                                trading" on any Relevant Exchange or on the
                                primary market on which futures or options
                                contracts related to the DJIA are traded shall
                                not include any time



                                      A-6
<PAGE>


                                when such market is itself closed for trading
                                under ordinary circumstances.

Relevant Exchange.............. "Relevant Exchange" means the primary U.S.
                                organized exchange or market of trading for any
                                security (or any combination thereof) then
                                included in the DJIA or any Successor Index.

Alternate Exchange Calculation
in Case of an Event of Default. In case an event of default with respect to the
                                PLUS shall have occurred and be continuing, the
                                amount declared due and payable for each $
                                principal amount of this PLUS upon any
                                acceleration of this PLUS shall be determined
                                by the Calculation Agent and shall be an amount
                                in cash equal to the lesser of (a) the sum of
                                (i) the Index Closing Value as of the date of
                                acceleration divided by 400 plus (ii) the
                                Supplemental Amount, if any, calculated using
                                as the Final Average Index Value the Index
                                Closing Value as of the date of acceleration
                                and (b) the Maximum Payment at Maturity.

                                If the maturity of the PLUS 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 cash amount due with
                                respect to each $      principal amount of this
                                PLUS as promptly as possible and in no event
                                later than two Business Days after the date of
                                acceleration.

Discontinuance of the DJIA;
Alteration of Method
of Calculation................. If Dow Jones discontinues publication of the
                                DJIA and Dow Jones or another entity publishes
                                a successor or substitute index that MS & Co.,
                                as the Calculation Agent, determines, in its
                                sole discretion, to be comparable to the
                                discontinued DJIA (such index being referred to
                                herein as a "Successor Index"), then any
                                subsequent Index Closing Value shall be
                                determined by reference to the value of such
                                Successor Index at the regular official weekday
                                close of the principal trading session of the
                                NYSE, the AMEX, the Nasdaq National Market or
                                the relevant exchange or



                                      A-7
<PAGE>


                                market for the Successor Index on the date that
                                any Index Closing Value is to be determined.

                                Upon any selection by the Calculation Agent of
                                a Successor Index, the Calculation Agent shall
                                cause written notice thereof to be furnished to
                                the Trustee, to the Issuer and to the
                                Depositary within three Trading Days of such
                                selection.

                                If Dow Jones discontinues publication of the
                                DJIA prior to, and such discontinuance is
                                continuing on, the date that any Index Closing
                                Value is to be determined and MS & Co., as the
                                Calculation Agent, determines that no Successor
                                Index is available at such time, then, on such
                                date, the Calculation Agent shall determine the
                                Index Closing Value in accordance with the
                                formula for calculating the DJIA last in effect
                                prior to such discontinuance, using the closing
                                price (or, if trading in the relevant
                                securities has been materially suspended or
                                materially limited, its good faith estimate of
                                the closing price that would have prevailed but
                                for such suspension or limitation) at the close
                                of the principal trading session on such date
                                of each security most recently comprising the
                                DJIA on the Relevant Exchange.

                                If at any time the method of calculating the
                                DJIA or a Successor Index, or the value
                                thereof, is changed in a material respect, or
                                if the DJIA or a Successor Index is in any
                                other way modified so that such index does not,
                                in the opinion of MS & Co., as the Calculation
                                Agent, fairly represent the value of the DJIA
                                or such Successor Index had such changes or
                                modifications not been made, then, from and
                                after such time, the Calculation Agent shall,
                                at the close of business in New York City on
                                each date on which the Index Closing Value is
                                to be determined, make such calculations and
                                adjustments as, in the good faith judgment of
                                the Calculation Agent, may be necessary in
                                order to arrive at a value of a stock index
                                comparable to the DJIA or such Successor Index,
                                as the case may be, as if such changes or
                                modifications had not been made, and calculate
                                the Final Average Index Value with reference to
                                the DJIA or such Successor Index, as adjusted.
                                Accordingly, if the method of calculating the
                                DJIA or a Successor Index is modified so that
                                the value of such



                                      A-8
<PAGE>


                                index is a fraction of what it would have been
                                if it had not been modified (e.g., due to a
                                split in the index), then the Calculation Agent
                                shall adjust such index in order to arrive at a
                                value of the DJIA or such Successor Index as if
                                it had not been modified (e.g., as if such
                                split had not occurred).

Treatment of PLUS for
United States Federal
Income Tax Purposes............ The Issuer, by its sale of this PLUS, and the
                                holder of this PLUS (and any successor holder
                                of this PLUS), by its respective purchase
                                hereof, agree (in the absence of an
                                administrative determination or judicial ruling
                                to the contrary) to characterize each $
                                principal amount of this PLUS for all tax
                                purposes as a single financial contract with
                                respect to the DJIA (the "Contract") that (i)
                                requires the holder of this PLUS to pay to the
                                Issuer at inception an amount equal to $
                                and (ii) entitles the holder to receive at
                                maturity an amount in cash based upon the
                                performance of the DJIA.



                                      A-9
<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 "Payment at Maturity" 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
maturity) and to pay interest thereon at the Interest Rate per annum specified
above, from and including the Interest Accrual Date specified above until the
principal hereof is paid or duly made available for payment weekly, monthly,
quarterly, semiannually or annually in arrears as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; and provided, further, that
if this Note is subject to "Annual Interest Payments," interest payments shall
be made annually in arrears and the term "Interest Payment Date" shall be
deemed to mean the first day of March in each year.

     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 (as defined below)) (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. 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").

     Payment of the principal of this Note, any premium and the interest 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 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 on any date of redemption or



                                      A-10
<PAGE>


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
interest, principal or any premium 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 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 and any premium 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 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



                                      A-11
<PAGE>


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-12
<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-13
<PAGE>


                              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-14
<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.

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

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

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

     This Note, 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



                                      A-15
<PAGE>


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 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,
premium, if any, or interest on, any



                                      A-16
<PAGE>


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

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

     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 (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in



                                      A-17
<PAGE>


effect on the date of redemption) (the "Amortized Amount")), if the Issuer
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the 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.

     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;



                                      A-18
<PAGE>


          (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 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



                                      A-19
<PAGE>


partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

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

     Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified
Currency in euro in lieu of such Specified Currency in conformity with legally
applicable measures taken pursuant to, or by virtue of, the treaty establishing
the European Community, 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



                                      A-20
<PAGE>


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 and coupons.

     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. 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, 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



                                      A-21
<PAGE>


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

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

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

     As used herein, 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-22
<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-23
<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-24
<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-25