EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE

REGISTERED                                                 REGISTERED
No. FXR                                                    $
                                                           CUSIP: 61744Y660

         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.


<PAGE>


                        MORGAN STANLEY DEAN WITTER & CO.
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                  (Fixed Rate)

                        PERFORMANCE EQUITY RETURN LINKED
                              SECURITIES ("PERKS")

                            PERKS DUE MARCH 30, 2004
                            MANDATORILY EXCHANGEABLE
                     FOR AN AMOUNT PAYABLE IN U.S. DOLLARS
                   BASED ON THE VALUE OF THE NASDAQ-100 INDEX


<TABLE>
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE: 0.04%         MATURITY DATE:
   January   , 2001              DATE: N/A                    per annum (equivalent        March 30, 2004
                                                              to $      per annum per
                                                              PERKS)
------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE: January   , 2001        PERCENTAGE: N/A              DATES: Each March 30         REPAYMENT
                                                              and September 30,            DATE(S):  N/A
                                                              beginning
                                                              September 30, 2001
------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
   U.S. Dollars                  PERCENTAGE                   PERIOD: Semi-Annual          MODIFIED
                                 REDUCTION: N/A                                            PAYMENT UPON
                                                                                           ACCELERATION:
                                                                                           N/A
------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                                               APPLICABILITY OF             If yes, state Issue Price:
   CURRENCY OTHER                                             ANNUAL INTEREST              N/A
   THAN U.S. DOLLARS,                                         PAYMENTS: N/A
   OPTION TO ELECT
   PAYMENT IN U.S.
   DOLLARS: N/A
------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                                                                           ORIGINAL YIELD TO
   AGENT: N/A                                                                              MATURITY: N/A
------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
   (See below)
------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                         2

<PAGE>


Record Dates..................   The Record Date for each Interest Payment
                                 Date, including the Maturity Date, shall be
                                 the date 15 calendar days prior to such
                                 Interest Payment Date, whether or not that
                                 date is a Business Day.

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

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

Final Index Value.............   The Final Index Value shall be the Index
                                 Closing Value, as determined by the
                                 Calculation Agent, on the fourth scheduled
                                 Trading Day prior to the Maturity Date.

                                 If a Market Disruption Event occurs on the
                                 fourth scheduled Trading Day prior to the
                                 Maturity Date, the Final Index Value shall be
                                 determined on the immediately succeeding
                                 Trading Day during which no Market Disruption
                                 Event occurs; provided that the Final Index
                                 Value shall not be determined on a date later
                                 than the second scheduled Trading Day
                                 preceding the Maturity Date, and if such date
                                 is not a Trading Day, or if there is a Market
                                 Disruption Event on such date, the Calculation
                                 Agent shall determine the value of the
                                 Nasdaq- 100 Index on such date in accordance
                                 with the formula for and method of
                                 calculating the Nasdaq-100 Index last in
                                 effect prior to the commencement of the
                                 Market Disruption Event (or prior to the
                                 non-Trading Day), 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 or
                                 non-Trading Day) on such date of each
                                 security most recently constituting the
                                 Nasdaq-100 Index.

Multiplier....................   The Multiplier shall be based on the Final
                                 Index Value, and shall be determined as
                                 follows:

                                 If the Final Index Value is greater than or
                                 equal to the Initial Index Value:

                                    Multiplier = 100%

                                 If Final Index Value is less than the Initial
                                 Index Value:


                                       3
<PAGE>


                                                  Initial Index Value
                                    Multiplier =  -------------------
                                                  Final Index Value

                                 ; provided that in no event shall the
                                 Multiplier exceed 133.34%

Cash Settlement Value.........   The Cash Settlement Value equals a dollar
                                 amount of cash per PERKS calculated as
                                 follows:


                                    Cash Settlement Value = Final Index Value
                                    * .01 * Multiplier

                                 ; provided that in no event shall the Cash
                                 Settlement Value exceed $       .

Payment at Maturity...........   At maturity (including as a result of
                                 acceleration under the terms of the Senior
                                 Indenture (as defined on the reverse hereof)
                                 or otherwise), upon delivery of this PERKS to
                                 the Trustee, the Issuer shall pay, for each $
                                   principal amount of this PERKS, an amount
                                 in cash equal to the Cash Settlement Value,
                                 as determined by the Calculation Agent,  plus
                                 any accrued but unpaid interest.

                                 All calculations with respect to the Final
                                 Index Value, the Multiplier and the Cash
                                 Settlement Value of this PERKS shall be
                                 rounded to the nearest one ten-millionth, with
                                 five hundred-millionths rounded upwards (e.g.,
                                 .98765435 would be rounded to .9876544) and
                                 all dollar amounts related to payments at
                                 maturity resulting from such calculations
                                 shall be rounded to the nearest cent with
                                 one-half cent being rounded upwards.
                                 References to payment "per PERKS" refer to
                                 each $     principal amount of this PERKS.

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, (i) provide written
                                 notice to the Trustee at its New York office
                                 and to the Depositary, on which notice the
                                 Trustee and Depositary may conclusively rely,
                                 on or prior to 10:30 a.m. on the Trading Day
                                 immediately prior to maturity of this PERKS,
                                 of the payment to be delivered with respect
                                 to each $      principal amount of this PERKS
                                 and (ii) deliver such payment in cash to the
                                 Trustee for delivery to the holders.


                                       4
<PAGE>


                                 If this PERKS is not surrendered for Payment
                                 at Maturity, it shall be deemed no longer
                                 Outstanding under, and as defined in, the
                                 Senior Indenture (as defined on the reverse
                                 hereof), except with respect to the holder's
                                 right to receive the payment amount due at
                                 maturity.

Index Closing Value...........   The Index Closing Value on any Trading Day
                                 shall equal the closing value of the
                                 Nasdaq-100 Index or any Successor Index (as
                                 defined herein) at the regular official
                                 weekday close of the principal trading
                                 session of the Nasdaq National Market on that
                                 Trading Day.  See "--Discontinuance of the
                                 Nasdaq-100 Index; Alteration of Method of
                                 Calculation."

Market Disruption Event.......   "Market Disruption Event" means with respect
                                 to the Nasdaq-100 Index (or any Successor
                                 Index), the occurrence or existence of either
                                 of the following events as determined by the
                                 Calculation Agent:

                                    (i) a suspension, material limitation or
                                    absence of trading of stocks then
                                    constituting 20 percent or more of the
                                    level of the Nasdaq-100 Index (or the
                                    relevant 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 trading 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 Nasdaq-100 Index
                                    (or the relevant Successor Index) during
                                    the last one-half hour preceding the
                                    closing of the principal trading session
                                    on such Relevant Exchange are materially
                                    inaccurate; or the suspension, material
                                    limitation or absence of trading on any
                                    major U.S. securities market of trading in
                                    futures or options contracts related to
                                    the Nasdaq-100 Index (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; and

                                    (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


                                       5
<PAGE>


                                    Issuer or any of its affiliates to
                                    adjust or unwind all or a material portion
                                    of the hedge with respect to the PERKS due
                                    March 30, 2004 (Mandatorily Exchangeable
                                    for an Amount Payable in U.S. Dollars
                                    Based on the Value of the Nasdaq-100
                                    Index.).

                                 For the purpose of determining whether a
                                 Market Disruption Event exists at any time,
                                 if trading in a security included in the
                                 Nasdaq-100 Index is materially suspended or
                                 materially limited at that time, then the
                                 relevant percentage contribution of that
                                 security to the level of the Nasdaq-100 Index
                                 shall be based on a comparison of (x) the
                                 portion of the level of the Nasdaq-100 Index
                                 attributable to that security relative to (y)
                                 the overall level of the Nasdaq-100 Index, 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 similar scope 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 a futures or
                                 options contract on the Nasdaq-100 Index by
                                 the primary securities market related to such
                                 contract by reason of (a) a price change
                                 exceeding limits set by such exchange or
                                 market, (b) an imbalance of orders relating
                                 to such contracts or (c) 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 Nasdaq-100
                                 Index 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 Nasdaq-100 Index are


                                       6
<PAGE>


                                 traded shall not include any time when such
                                 market is itself closed for trading under
                                 ordinary circumstances.

Relevant Exchange ............   For purposes of this PERKS, Relevant Exchange
                                 refers to the primary U.S. organized exchange
                                 or market of trading for any security (or any
                                 combination thereof) then included in the
                                 Nasdaq-100 Index (or any Successor Index).

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

                                 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 and binding
                                 on the holder of this PERKS and the Issuer.

Discontinuance of the
Nasdaq-100 Index; Alteration
of Method of Calculation......   If Nasdaq discontinues publication of the
                                 Nasdaq-100 Index and Nasdaq 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 Nasdaq-100
                                 Index (such index being referred to herein as
                                 a "Successor Index"), then any subsequent
                                 Index Closing Value, as determined by the
                                 Calculation Agent, shall be determined by
                                 reference to the value of such Successor
                                 Index at the close of trading on the NYSE,
                                 the AMEX, Nasdaq National Market or the
                                 relevant exchange or 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 holder of this PERKS within three
                                 Trading Days of such selection.


                                       7
<PAGE>


                                 If Nasdaq discontinues publication of the
                                 Nasdaq-100 Index 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
                                 Final Index Value to be used in computing the
                                 Multiplier and the Cash Settlement Value of
                                 the PERKS. The Final Index Value shall be
                                 computed by the Calculation Agent in
                                 accordance with the formula for and method of
                                 calculating the Nasdaq-100 Index 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 Nasdaq-100 Index
                                 on the Relevant Exchange.

                                 If at any time the method of calculating the
                                 Nasdaq-100 Index or a Successor Index, or the
                                 value thereof, is changed in a material
                                 respect, or if the Nasdaq-100 Index 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 Nasdaq-100 Index
                                 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
                                 the date that the Final Index 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 Nasdaq-100 Index or such
                                 Successor Index, as the case may be, as if
                                 such changes or modifications had not been
                                 made, and calculate the Final Index Value and
                                 the Multiplier with reference to the
                                 Nasdaq-100 Index or such Successor Index, as
                                 adjusted.  Accordingly, if the method of
                                 calculating the Nasdaq-100 Index or a
                                 Successor Index is modified so that the value
                                 of such 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 Nasdaq-100
                                 Index or such Successor Index as if it had not
                                 been modified (e.g., as if such split had not
                                 occurred).


                                       8
<PAGE>


Alternate Cash Settlement
Calculation in case of an
Event of Default..............   In case an Event of Default with respect to
                                 this PERKS shall have occurred and be
                                 continuing, the amount declared due and
                                 payable upon any acceleration of this PERKS
                                 shall be determined by MS & Co., as
                                 Calculation Agent, and shall be equal to (i)
                                 the Cash Settlement Value, calculated using
                                 as the Final Index Value the Index Closing
                                 Value for the first Trading Day immediately
                                 preceding the date of acceleration on which
                                 no Market Disruption Event shall have
                                 occurred and (ii) any accrued but unpaid
                                 interest.

Treatment of PERKS for
United States Federal
Income Tax Purposes...........   The Issuer, by its sale of this PERKS, and
                                 the holder of this PERKS (and any successor
                                 holder of this PERKS), by its respective
                                 purchase thereof, agree (in the absence of an
                                 administrative determination or judicial
                                 ruling to the contrary) to characterize this
                                 PERKS for all tax purposes as a prepaid cash
                                 settlement forward contract with respect  to
                                 the Nasdaq-100 Index which entitles the
                                 holder to receive (i) a semi-annual payment
                                 during the term of the PERKS (equivalent to $
                                    per annum per PERKS) and (ii) a cash
                                 amount at maturity (equal to the Cash
                                 Settlement Value) which is based on the Final
                                 Index Value, subject to a maximum payment of
                                 $   .


                                       9
<PAGE>


     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, an amount payable in U.S.
dollars based on the value of the Nasdaq-100 Index (or other Exchange
Property), 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


                                       10
<PAGE>


repayment, shall be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address will 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 Agent is an affiliate of the Issuer) for the purchase by the
quoting dealer of U.S.


                                       11
<PAGE>


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.


                                       12
<PAGE>


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

DATED: January   , 2001                    MORGAN STANLEY DEAN WITTER & CO.


                                           By:
                                              ----------------------------------
                                              Name:   Alexander C. Frank
                                              Title:  Treasurer

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
  as Trustee


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


                                       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 The
Chase Manhattan Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or
supplemented from time to time, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank 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 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 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


                                       14
<PAGE>


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 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 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


                                       15
<PAGE>


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) will 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 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


                                       16
<PAGE>


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 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


                                       17
<PAGE>


to this Note as described below. Prior to the giving of any Notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to
the right of the Issuer to so redeem have occurred, and (ii) an opinion of
independent counsel satisfactory to the Trustee to such effect based on such
statement of facts; provided that no such notice of redemption shall be given
earlier than 60 days prior to the earliest date on which the Issuer would be
obligated to pay such Additional Amounts if a payment in respect of this Note
were then due.

     Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption or within the Redemption Notice Period
specified on 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 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;


                                       18
<PAGE>


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

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

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

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

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

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

     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.


                                       19
<PAGE>


     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 (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty"). Any payment made under such circumstances in
U.S. dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent 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 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.


                                       20
<PAGE>


     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 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.


                                       21
<PAGE>


                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, will 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.

                            -----------------------




                                       22
<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.



                                       23
<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 will 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.



                                       24