EXHIBIT 4-q


                           [FORM OF FACE OF SECURITY]

               PERMANENT GLOBAL FLOATING RATE SENIOR BEARER NOTE

BEARER                                                                   BEARER
No. PGFLR

     [A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE WITH
REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.]1

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

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

     THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.2

_______________

     1 Applies only if this Note is denominated in pounds sterling and matures
more than one year from and including the Original Issue Date. If this Note is
denominated in pounds sterling and matures less than one year from and
including the Original Issue Date, add the following legend: COMMERCIAL PAPER
ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED
KINGDOM BANKING ACT 1987.

     2 If this Note is offered in Japan or denominated in Japanese Yen,
appropriate legends need to be added.


<PAGE>


                        MORGAN STANLEY DEAN WITTER & CO.
                     GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
               Permanent Global Floating Rate Senior Bearer Note

<TABLE>
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                                    <C>
ORIGINAL ISSUE DATE:                   INTEREST ACCRUAL DATE:                 INTEREST PAYMENT DATE(S):
-------------------------------------------------------------------------------------------------------
MATURITY DATE:                         INITIAL INTEREST RATE:                 INTEREST PAYMENT PERIOD:
-------------------------------------------------------------------------------------------------------
BASE RATE:                             INITIAL INTEREST RESET                 INTEREST RESET DATE(S):
                                          DATE:
-------------------------------------------------------------------------------------------------------
INDEX MATURITY:                        MAXIMUM INTEREST RATE:                 INTEREST RESET PERIOD:
-------------------------------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS):                MINIMUM INTEREST RATE:                 CALCULATION AGENT:
-------------------------------------------------------------------------------------------------------
SPREAD MULTIPLIER:                     INITIAL REDEMPTION DATE:               EUROCLEAR NO:
-------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:                    INITIAL REDEMPTION                     CLEARSTREAM NO:
                                          PERCENTAGE:
-------------------------------------------------------------------------------------------------------
INDEX CURRENCY:                        ANNUAL REDEMPTION                      COMMON CODE:
                                          PERCENTAGE REDUCTION:
-------------------------------------------------------------------------------------------------------
DESIGNATED CMT TELERATE                 REDEMPTION NOTICE                     ISIN:
   PAGE:                                  PERIOD:3
-------------------------------------------------------------------------------------------------------
DESIGNATED CMT MATURITY                OPTIONAL REPAYMENT                     MINIMUM DENOMINATIONS:
   INDEX:                                 DATE(S):
-------------------------------------------------------------------------------------------------------
REPORTING SERVICE:                     INITIAL OFFERING DATE:                 EXCHANGE FOR REGISTERED
                                                                              NOTES: [NO]4
-------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
-------------------------------------------------------------------------------------------------------
</TABLE>


     Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to bearer, upon surrender hereof, the principal amount specified in
[Schedule A hereto]5 [Schedule A-1 hereto]6, on the Maturity Date specified
above (except to the extent previously redeemed or repaid) and to pay interest
thereon, from and including the Interest Accrual Date specified above at a rate
per annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above, and on and after at a rate per annum
determined in accordance with the provisions specified on the reverse hereof
until but excluding the date such principal amount is paid or duly made
available for payment. The Issuer will pay interest in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with


_______________

     3 Applicable if other than 30-60 days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 days may be
possible.

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

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

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


                                       2


<PAGE>


the first Interest Payment Date next succeeding the Interest Accrual Date
specified above, and on the Maturity Date specified above (or any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
fifteen days or less prior to the first Interest Payment Date occurring after
the Interest Accrual Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date; and provided,
further, that if an Interest Payment Date (other than the Maturity Date or any
redemption or repayment date) would fall on a day that is not a Business Day,
as defined on the reverse hereof, such Interest Payment Date shall be the
following day that is a Business Day, except that if the Base Rate specified
above is LIBOR or EURIBOR and such next Business Day falls in the next calendar
month, such Interest Payment Date shall be the immediately preceding day that
is a Business Day; and provided, further, that if the Maturity Date or
redemption or repayment date would fall on a day that is not a Business Day,
the payment of principal, premium, if any, and interest shall be made on the
next succeeding Business Day and no interest shall accrue for the period from
and after such Maturity Date or redemption or repayment date.

     Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until but excluding the date the principal hereof has
been paid or duly made available for payment (except as provided below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the holder of this Note at the office or agency of the Principal Paying Agent
(this and certain other capitalized terms used herein are defined on the
reverse of this Note) or at the office or agency of such other paying agents
outside the United States as the Issuer may determine for that purpose (each, a
"Paying Agent," which term shall include the Principal Paying Agent).

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

     Payment of the principal of and premium, if any, and interest on this Note
will be made in the Specified Currency indicated above, except as provided on
the reverse hereof. If this Note is denominated in U.S. dollars, any payment of
the principal of and premium, if any, and interest on this Note will be made in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts. Such payments on this Note will
be made either by a check mailed to an address outside the United States
furnished by the payee or, at the option of the payee and subject to applicable
laws and regulations and the procedures of the Paying Agent, by wire transfer
of immediately available funds to an account maintained by the payee with a
bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent not less than 15 calendar
days prior to the applicable payment date. Notwithstanding the foregoing, in
the event that payment in U.S. dollars of the full amount payable on this Note
at the offices of all Paying Agents would be illegal or effectively precluded
as a result of exchange controls or similar restrictions, payment on this Note
will be made by a paying agency in the United States,


                                       3


<PAGE>


if such paying agency, under applicable law and regulations, would be able to
make such payment without adverse United States federal tax consequences or
other adverse consequences to the Issuer. If this Note is denominated in a
Specified Currency other than U.S. dollars, then, except as provided on the
reverse hereof, payment of the principal of and premium, if any, and interest
on this Note will be made in such Specified Currency either by a check drawn on
a bank outside the United States or, at the option of the payee and subject to
applicable laws and regulations and the procedures of the Paying Agent, by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States.

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

     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.


                                       4


<PAGE>


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


DATED:                                         MORGAN STANLEY DEAN WITTER & CO.


                                               By:_____________________________
                                                  Name:
                                                  Title:


TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
   as Trustee


By:____________________________
   Authorized Officer


                                       5


<PAGE>


                         [FORM OF REVERSE OF SECURITY]

     This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series [D/E], having maturities more than nine months from the date of issue
(the "Notes"), of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and The
Chase Manhattan Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or
supplemented from time to time, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank, London Branch, as its principal
paying agent for the Notes (the "Principal Paying Agent," which term includes
any additional or successor Principal Paying Agent appointed by the Issuer).
The terms of individual Notes may vary with respect to interest rates, interest
rate formulas, issue dates, maturity dates, or otherwise, all as provided in
the Senior Indenture. To the extent not inconsistent herewith, the terms of the
Senior Indenture are hereby incorporated by reference herein.

     If this Note is denominated in pounds sterling, the Issuer represents that
it is not an authorized institution (for purposes of the United Kingdom Banking
Act 1987) nor a European authorized institution as defined by Regulation 3 of
the Banking Co-ordination (Second Council Directive) Regulations 1992 and
repayment of the principal of, and payment of any interest or premium on, this
Note has not been guaranteed, that it has complied with its obligations under
the listing rules of the London Stock Exchange plc (the "Rules") and that,
since the last publication in compliance with the Rules of information about
it, it, having made all reasonable inquiries, has not become aware of any
change in circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect of the Notes
as they fall due.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, will not be redeemable or subject to repayment at the option
of the holder prior to maturity.

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as indicated below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction specified on the face hereof until
the redemption price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). Notice of redemption shall be mailed to the holders
of the Notes designated for redemption who have filed their names and addresses
with the Principal Paying Agent, not less than 30 nor more than 60 days prior
to the date fixed for redemption or within the Redemption Notice


                                       6


<PAGE>


Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. Notice of redemption to all other holders
of Notes shall be given in the manner set forth in "Notices" as defined below
and, if by publication, shall be given once in each of three successive
calendar weeks, the first publication to be not less than 30 nor more than 60
days prior to the date set for redemption or within the Redemption Notice
Period specified on the face hereof. In the event of redemption of this Note in
part only, the Principal Paying Agent shall cause Schedule [A] [A-1] of this
Note to be endorsed to reflect the reduction of its principal amount by an
amount equal to the aggregate principal amount of this Note so redeemed,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so redeemed and noted.

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

     This Note will bear interest at the rate determined in accordance with the
applicable provisions below by reference to the Base Rate shown on the face
hereof based on the Index Maturity, if any, shown on the face hereof (i) plus
or minus the Spread, if any, or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified on the face
hereof (as used herein, the term "Interest


                                       7


<PAGE>


Reset Date" shall include the Initial Interest Reset Date). The determination
of the rate of interest at which this Note will be reset on any Interest Reset
Date shall be made on the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that the
interest rate in effect for the period from the Interest Accrual Date to the
Initial Interest Reset Date will be the Initial Interest Rate. If any Interest
Reset Date would otherwise be a day that is not a Business Day (as defined
below), such Interest Reset Date shall be postponed to the next succeeding day
that is a Business Day, except that if the Base Rate specified on the face
hereof is LIBOR or EURIBOR and such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.

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

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

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


                                       8


<PAGE>


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

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

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

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

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

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

     (i) If the above rate is not published by 9:00 a.m., New York City time,
on the Calculation Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on that Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in the
H.15 Daily Update under the heading "Commercial Paper -- Nonfinancial."

     (ii) If by 3:00 p.m., New York City time, on that Calculation Date the
rate is not yet published in either H.15(519) or the H.15 Daily Update, then
the Calculation Agent shall determine


                                       9


<PAGE>


the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on that Interest
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent (after consultation with the Issuer)
for commercial paper of the Index Maturity specified on the face hereof, placed
for an industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized statistical rating agency.

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

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

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

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

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

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

     (i) If the above rate does not appear, the Calculation Agent shall request
the principal Euro-zone office of each of four major banks in the Euro-zone
interbank market, as selected by the Calculation Agent (after consultation with
the Issuer) to provide the Calculation Agent with its offered rate for deposits
in euros, at approximately 11:00 a.m. (Brussels time) on the Interest
Determination Date, to prime banks in the Euro-zone interbank market for the
Index Maturity specified on the face hereof commencing on the applicable
Interest Reset Date, and in a principal amount not less than the equivalent of
U.S.$1 million in euro that is representative of a single transaction in euro,
in that market at that time. If at least two quotations are provided, EURIBOR
shall be the arithmetic mean of those quotations.


                                       10


<PAGE>


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

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

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

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

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

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

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

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


                                       11


<PAGE>


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

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

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

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

     (iv) If the banks so selected by the Calculation Agent are not quoting as
described in (iii) above, LIBOR in effect for the applicable period shall be
the same as LIBOR for the immediately


                                       12


<PAGE>


preceding Interest Reset Period, or, if there was no Interest Reset Period, the
rate of interest payable shall be the Initial Interest Rate.

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

     "Designated LIBOR Page" means either: (a) if LIBOR Reuters is designated
as the Reporting Service on the face hereof, the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency or its designated successor, or
(b) if LIBOR Telerate is designated as the Reporting Service on the face
hereof, the display on Bridge Telerate Inc., or any successor service, on the
page specified on the face hereof, or any other page as may replace that page
on that service, for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

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

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

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

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

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

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


                                       13


<PAGE>


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

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

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

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

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

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

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

     (v) if the rate described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date of the applicable Treasury Bills as published in
H.15 Daily Update, or other recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market;" or


                                       14


<PAGE>


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

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

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

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

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

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

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

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

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

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


                                       15


<PAGE>


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

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

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

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

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


                                       16


<PAGE>



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

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

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

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

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Accrued interest hereon
shall be an amount calculated by multiplying the principal amount hereof shown
on Schedule A hereto by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the period for which interest is being paid. Unless otherwise specified on
the face hereof, the interest factor for each such date shall be computed by
dividing the interest rate applicable to such day (i) by 360 if the Base Rate
is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate or
LIBOR (except if the Index Currency is pounds sterling); (ii) by 365 if the
Base Rate is LIBOR and the Index Currency is pounds sterling; or (iii) by the
actual number of days in the year if the Base Rate is the Treasury Rate or the
CMT Rate. All percentages used in or resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (with 0.000005% being rounded up to
0.00001%) and all U.S. dollar amounts used in or resulting from such
calculations on this Note will be rounded to the nearest cent (with one-half
cent rounded upward). All Japanese Yen amounts used in or resulting from such
calculations will be rounded downwards to the next lower whole Japanese Yen
amount. All amounts denominated in any other currency used in or resulting from
such calculations will be rounded to the nearest two decimal places in such
currency with 0.005 being rounded upwards. The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).


                                       17


<PAGE>


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

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


                                       18


<PAGE>


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

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

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

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


                                       19


<PAGE>


     This Note may be redeemed, as a whole, at the option of the Issuer at any
time prior to maturity, upon the giving of a notice of redemption as described
below, at a redemption price equal to 100% of the principal amount hereof,
together with accrued interest to the date fixed for redemption, if the Issuer
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Initial Offering Date hereof, the Issuer has
or will become obligated to pay Additional Amounts (as defined below) with
respect to this Note as described below. Prior to the giving of any Notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to
the right of the Issuer to so redeem have occurred, and (ii) an opinion of
independent counsel satisfactory to the Trustee to such effect based on such
statement of facts; provided that no such notice of redemption shall be given
earlier than 60 days prior to the earliest date on which the Issuer would be
obligated to pay such Additional Amounts if a payment in respect of this Note
were then due.

     Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, which date and the applicable redemption price
will be specified in the Notice.

     If the Issuer shall determine that any payment made outside the United
States by the Issuer or any Paying Agent of principal, premium or interest due
in respect of this Note would, under any present or future laws or regulations
of the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of which is the
disclosure to the Issuer, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of this Note who is a
United States Alien (as defined below) (other than such a requirement (a) that
would not be applicable to a payment made by the Issuer or any Paying Agent (i)
directly to the beneficial owner or (ii) to a custodian, nominee or other agent
of the beneficial owner, or (b) that can be satisfied by such custodian,
nominee or other agent certifying to the effect that such beneficial owner is a
United States Alien; provided that in each case referred to in clauses (a)(ii)
and (b) payment by such custodian, nominee or agent to such beneficial owner is
not otherwise subject to any such requirement), the Issuer shall redeem this
Note, as a whole, at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest to the date fixed for redemption, or,
at the election of the Issuer if the conditions of the next succeeding
paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Issuer shall make such determination and election as soon as
practicable, shall promptly notify the Trustee thereof and shall publish (or
transmit, as applicable) prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Issuer will redeem this Note or
has elected to pay the additional amounts specified in the next succeeding
paragraph, and (if applicable) the last date by which the redemption of this
Note must take place, as provided in the next succeeding sentence. If the
Issuer redeems this Note, such redemption shall take place on such date, not
later than one year after the publication of


                                       20


<PAGE>


the Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 days prior to the date fixed for redemption or at least 30 days prior
to the last day of the Redemption Notice Period specified on the face hereof.
Notice of such redemption of this Note will be given to the holder of this Note
not more than 60 nor less than 30 days prior to the date fixed for redemption
or within the Redemption Notice Period specified on the face hereof. Such
redemption notice shall include a statement as to the last date by which this
Note to be redeemed may be exchanged for Registered Notes. Notwithstanding the
foregoing, the Issuer shall not so redeem this Note if the Issuer shall
subsequently determine, not less than 30 days prior to the date fixed for
redemption or prior to the last day of the Redemption Notice Period specified
on the face hereof, that subsequent payments would not be subject to any such
certification, identification or other information reporting requirement, in
which case the Issuer shall publish (or transmit, as applicable) prompt notice
of such determination and any earlier redemption notice shall be revoked and of
no further effect. The right of the holder of this Note to exchange this Note
for Registered Notes pursuant to the provisions of this paragraph will
terminate at the close of business of the Principal Paying Agent on the
fifteenth day prior to the date fixed for redemption, and no further exchanges
of this Note for Registered Notes shall be permitted.

     If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Issuer
may elect by notice to the Trustee to pay as additional amounts such amounts as
may be necessary so that every net payment made outside the United States
following the effective date of such requirements by the Issuer or any Paying
Agent of principal, premium or interest due in respect of this Note of which
the beneficial owner is a United States Alien (but without any requirement that
the nationality, residence or identity of such beneficial owner be disclosed to
the Issuer, any Paying Agent or any governmental authority, with respect to the
payment of such additional amounts), after deduction or withholding for or on
account of such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge that (i) would not be applicable in the
circumstances referred to in the second parenthetical clause of the first
sentence of the preceding paragraph, or (ii) is imposed as a result of
presentation of this Note for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount
provided for in this Note to be then due and payable. In the event the Issuer
elects to pay any additional amounts pursuant to this paragraph, the Issuer
shall have the right to redeem this Note as a whole at any time pursuant to the
applicable provisions of the immediately preceding paragraph and the redemption
price of this Note will not be reduced for applicable withholding taxes. If the
Issuer elects to pay additional amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Issuer will redeem this Note as a whole, pursuant to the
applicable provisions of the immediately preceding paragraph.

     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


                                       21


<PAGE>


or future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
this Note to be then due and payable. The Issuer will not, however, be required
to make any payment of Additional Amounts to any such holder for or on account
of:

          (a) any such tax, assessment or other governmental charge that would
     not have been so imposed but for (i) the existence of any present or
     former connection between such holder (or between a fiduciary, settlor,
     beneficiary, member or shareholder of such holder, if such holder is an
     estate, a trust, a partnership or a corporation) and the United States and
     its possessions, including, without limitation, such holder (or such
     fiduciary, settlor, beneficiary, member or shareholder) being or having
     been a citizen or resident thereof or being or having been engaged in a
     trade or business or present therein or having, or having had, a permanent
     establishment therein or (ii) the presentation by the holder of this Note
     for payment on a date more than 15 days after the date on which such
     payment became due and payable or the date on which payment thereof is
     duly provided for, whichever occurs later;

          (b) any estate, inheritance, gift, sales, transfer or personal
     property tax or any similar tax, assessment or governmental charge;

          (c) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other
     tax-exempt organization;

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

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

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

          (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


                                       22


<PAGE>


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

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


                                       23


<PAGE>


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 or premium, if any, or
interest on this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate (as defined below) on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date; provided, however, that if the euro has been substituted for such
Specified Currency, the Issuer may at its option (or shall, if so required by
applicable law) without the consent of the holder of this Note effect the
payment of principal of or premium, if any, or interest on any Note denominated
in such Specified Currency in euro in lieu of such Specified Currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community, as amended by the treaty on
European Union. Any payment made under such circumstances in U.S. dollars or
euro where the required payment is in an unavailable Specified Currency will
not constitute an Event of Default. If such Market Exchange Rate is not then
available to the Issuer or is not published for a particular Specified
Currency, the Market Exchange Rate will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent (as defined below)
at approximately 11:00 a.m., The City of New York 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. International
Limited, unless otherwise indicated on the face hereof.

     All determinations referred to above made by, or on behalf of, the Issuer
or by, or on behalf of, the Exchange Rate Agent shall be at such entity's sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on holders of Notes.


                                       24


<PAGE>


     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided. If this Note is listed on
the London Stock Exchange plc and such exchange so requires, the Issuer shall
maintain a Paying Agent in London. The Issuer may designate other agencies for
the payment of said principal, premium and interest at such place or places
outside the United States (subject to applicable laws and regulations) as the
Issuer may decide. So long as there shall be such an agency, the Issuer shall
keep the Trustee advised of the names and locations of such agencies, if any
are so designated.

     With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting
in any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

     No provision of this Note or of the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the time, place
and rate, and in the coin or currency, herein prescribed unless otherwise
agreed between the Issuer and the holder of this Note.

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

     No recourse shall be had for the payment of the principal of or premium,
if any, or 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:


                                       25


<PAGE>


          (a) the term "Business Day" means any day, other than a Saturday or
     Sunday, (i) that is neither a legal holiday nor a day on which banking
     institutions are authorized or required by law or regulation to close (x)
     in The City of New York or in London 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 (ii) if this Note is denominated in euro, that is also a day
     on which the Trans-European Automated Real-time Gross Settlement Express
     Transfer System ("TARGET") is operating (a "TARGET Settlement Day");

          (b) the term "Market Exchange Rate" means the noon U.S. dollar buying
     rate in The City of New York for cable transfers of the Specified Currency
     indicated on the face hereof published by the Federal Reserve Bank of New
     York;

          (c) the term "Notices" refers to notices to the holders of the Notes
     to be given by publication in an authorized newspaper in the English
     language and of general circulation in the Borough of Manhattan, The City
     of New York, and London or, if publication in London is not practical, in
     an English language newspaper with general circulation in Western Europe;
     provided that notice may be made at the option of the Issuer through the
     customary notice provisions of the clearing system or systems through
     which beneficial interests in this Note are owned. Such Notices will be
     deemed to have been given on the date of such publication (or other
     transmission, as applicable) or, if published in such newspapers on
     different dates, on the date of the first such publication;

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

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

     All other terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                       26


<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:____________________________      ____________________________


                                       27


<PAGE>


                                                                  [SCHEDULE A7]


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

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

<TABLE>
<CAPTION>


                      Principal Amount     Principal Amount    Principal Amount     Principal Amount
 Date of Exchange,        Exchanged         Exchanged For        Exchanged for      Redeemed at the
   Redemption or       From Temporary         Definitive          Definitive         Option of the
      Payment           Global Notes         Bearer Notes      Registered Notes          Issuer
 -----------------    ----------------     ----------------    ----------------     ----------------
 <S>                  <C>                  <C>                 <C>                  <C>
 ___________________________________________________________________________________________________

 ___________________________________________________________________________________________________

 ___________________________________________________________________________________________________

 ___________________________________________________________________________________________________

 ___________________________________________________________________________________________________


                                         Remaining Principal
                                         Amount Outstanding
                      Principal Amount     Following Such
 Date of Exchange,     Repaid at the          Exchange,        Notation Made by or
   Redemption or       Option of the        Redemption or          on Behalf of
      Payment              Holder             Repayment            Paying Agent
 -----------------    ----------------   -------------------   -------------------
 <S>                  <C>                <C>                   <C>
 _________________________________________________________________________________

 _________________________________________________________________________________

 _________________________________________________________________________________

 _________________________________________________________________________________

 _________________________________________________________________________________

</TABLE>


_______________

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


<PAGE>

                                                                [SCHEDULE A-1]8


                          PERMANENT GLOBAL BEARER NOTE
                             SCHEDULE OF EXCHANGES

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

<TABLE>
<CAPTION>

                        Principal      [Principal                                     Principal
                          Amount         Amount       [Principal      Principal         Amount
  Date of Exchange,     Exchanged       Exchanged       Amount         Amount          Exchanged
     Cancellation          from          from an      Exchanged       Exchanged     for Definitive
    Redemption, or      Temporary       Attached    for Separated   for Definitive    Registered
      Repayment        Global Notes   Unit Note]10      Note]9       Bearer Notes        Notes
  ----------------     ------------   ------------  -------------   --------------  --------------
  <S>                  <C>            <C>           <C>             <C>             <C>
__________________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________


                                                                     Remaining
                                                                     Principal
                                                                      Amount
                                                                    Outstanding
                         Principal      Principal                  Following such
  Date of Exchange,        Amount         Amount                      Exchange,       Notation
     Cancellation       Redeemed at    Repaid at the   Principal    Cancellation     Made by or
    Redemption, or     the Option of   Option of the     Amount     Redemption or   on Behalf of
      Repayment          the Issuer       Holder       Cancelled      Repayment     Paying Agent
  ----------------     -------------   -------------   ---------   --------------   ------------
  <S>                  <C>             <C>             <C>         <C>              <C>
________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

</TABLE>

_______________

     8 This Schedule A-1 needed only if this Note is issued as part of, or in
relation to, a Unit.

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

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