Exhibit 4.1

                        FORM OF FIXED RATE SENIOR NOTE

REGISTERED                                                   REGISTERED
No. FXR-1                                                    U.S. $
                                                             CUSIP:

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


<PAGE>


                                MORGAN STANLEY
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES F

               PERFORMANCE LEVERAGED UPSIDE SECURITIES ("PLUS")

                            PLUS DUE JULY 20, 2007
                           MANDATORILY EXCHANGEABLE
                     FOR AN AMOUNT PAYABLE IN U.S. DOLLARS
                 BASED ON THE VALUE OF THE NASDAQ-100(R) INDEX

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:            INITIAL REDEMPTION DATE:     INTEREST RATE: None          MATURITY DATE: See
                                   N/A                                                       "Maturity Date" below.
----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL DATE: N/A      INITIAL REDEMPTION           INTEREST PAYMENT DATE(S):    OPTIONAL REPAYMENT
                                   PERCENTAGE: N/A              N/A                          DATE(S):  N/A
----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:             ANNUAL REDEMPTION            INTEREST PAYMENT PERIOD:     APPLICABILITY OF MODIFIED
   U.S. dollars                    PERCENTAGE REDUCTION:        N/A                          PAYMENT UPON ACCELERATION
                                   N/A                                                       OR REDEMPTION: See
                                                                                             "Alternate Exchange
                                                                                             Calculation in Case of
                                                                                             an Event of Default"
                                                                                             below.
----------------------------------------------------------------------------------------------------------------------
IF SPECIFIED CURRENCY OTHER     REDEMPTION NOTICE PERIOD:    APPLICABILITY OF ANNUAL      If yes, state Issue Price:
   THAN U.S. DOLLARS, OPTION       N/A                          INTEREST PAYMENTS: N/A       N/A
   TO ELECT PAYMENT IN U.S.
   DOLLARS: N/A
----------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE AGENT: N/A        TAX REDEMPTION AND PAYMENT   PRICE APPLICABLE UPON        ORIGINAL YIELD TO
                                   OF ADDITIONAL AMOUNTS:       OPTIONAL REPAYMENT: N/A      MATURITY: N/A
                                   NO
----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS: See below     IF YES, STATE INITIAL
                                   OFFERING DATE: N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Stated Principal Amount........  $10 per PLUS

Underlying Index...............  Nasdaq-100(R) Index

Underlying Index Publisher.....  The Nasdaq Stock Market, Inc.

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

Pricing Date...................

Denominations..................  $10 and integral multiples thereof

Bull Market or Bear
  Market PLUS..................  Bull Market PLUS


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<PAGE>


Maximum Payment at Maturity....  $

Minimum Payment at Maturity
  if Bear Market PLUS .........  N/A

Leverage Factor................       %

Index Valuation Date...........  July 18, 2007; provided that if there is a
                                 Market Disruption Event on the scheduled Index
                                 Valuation Date or if the scheduled Index
                                 Valuation Date is not otherwise an Index
                                 Business Day, the Index Valuation Date shall be
                                 the immediately succeeding Index Business Day
                                 during which no Market Disruption Event shall
                                 have occurred. See "Maturity Date."

Maturity Date..................  July 20, 2007, subject to extension if the
                                 scheduled Index Valuation Date is postponed in
                                 accordance with the definition thereof. If the
                                 Index Valuation Date is postponed so that it
                                 falls less than two scheduled Index Business
                                 Days prior to the scheduled Maturity Date, the
                                 Maturity Date shall be the second scheduled
                                 Index Business Day following the Index
                                 Valuation Date as postponed. See "Index
                                 Valuation Date."

                                 In the event that the Maturity Date of the PLUS
                                 is postponed due to postponement of the Index
                                 Valuation Date as described in the immediately
                                 preceding paragraph, the Issuer shall give
                                 notice of such postponement and, once it has
                                 been determined, of the date to which the
                                 Maturity Date has been rescheduled (i) to the
                                 holder of this PLUS by mailing notice of such
                                 postponement by first class mail, postage
                                 prepaid, to the holder's last address as it
                                 shall appear upon the registry books, (ii) to
                                 the Trustee by telephone or facsimile confirmed
                                 by mailing such notice to the Trustee by first
                                 class mail, postage prepaid, at its New York
                                 office and (iii) to The Depository Trust
                                 Company (the "Depositary") by telephone or
                                 facsimile confirmed by mailing such notice to
                                 the Depositary by first class mail, postage
                                 prepaid. Any notice that is mailed in the
                                 manner herein provided shall be conclusively
                                 presumed to have been duly given, whether or
                                 not the holder of this PLUS receives the
                                 notice. The Issuer shall give such notice as
                                 promptly as possible, and in no case later than
                                 (i) with respect to notice of postponement of
                                 the Maturity Date, the Business Day immediately
                                 following the scheduled Index Valuation Date,
                                 and (ii) with respect to notice of the date to


                                       3
<PAGE>

                                 which the Maturity Date has been rescheduled,
                                 the Business Day immediately following the
                                 actual Index Valuation Date for determining the
                                 Final Index Value (as defined below).

Payment at Maturity............  At maturity, upon delivery of this PLUS to the
                                 Trustee, the Issuer shall pay with respect to
                                 each Stated Principal Amount of this PLUS an
                                 amount in cash equal to:

                                 1. For a Bull Market PLUS, (i) if the Final
                                 Index Value is greater than the Initial Index
                                 Value, the lesser of (a) the Stated Principal
                                 Amount plus the Leveraged Upside Payment and
                                 (b) the Maximum Payment at Maturity or (ii) if
                                 the Final Index Value is less than or equal to
                                 the Initial Index Value, the Stated Principal
                                 Amount times the Index Performance Factor,
                                 subject to the Minimum Payment at Maturity.

                                 2. For a Bear Market PLUS, (i) if the Final
                                 Index Value is less than the Initial Index
                                 Value, the lesser of (a) the Stated Principal
                                 Amount plus the Enhanced Downside Payment and
                                 (b) the Maximum Payment at Maturity or (ii) if
                                 the Final Index Value is greater than or equal
                                 to the Initial Index Value, the Stated
                                 Principal Amount minus the Upside Reduction
                                 Amount, subject to the Minimum Payment at
                                 Maturity.

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, (i) provide written
                                 notice to the Trustee and to the Depositary of
                                 the amount of cash to be delivered with respect
                                 to each Stated Principal Amount of this PLUS,
                                 on or prior to 10:30 a.m. on the Trading Day
                                 preceding the Maturity Date (but if such
                                 Trading Day is not a Business Day, prior to the
                                 close of business on the Business Day preceding
                                 the Maturity Date), and (ii) deliver the
                                 aggregate cash amount due with respect to this
                                 PLUS to the Trustee for delivery to the holder
                                 of this PLUS on the Maturity Date.

Applicable only for BULL MARKET PLUS

   Leveraged Upside Payment ...  The product of (i) the Stated Principal Amount
                                 and (ii) the Leverage Factor and (iii) the
                                 Index Percent Increase.

   Index Percent Increase......  A fraction, the numerator of which shall be the
                                 Final Index Value minus the Initial Index Value
                                 and the denominator of which shall be the
                                 Initial Index Value.


                                       4
<PAGE>


   Index Performance Factor....  A fraction, the numerator of which shall be the
                                 Final Index Value and the denominator of which
                                 shall be the Initial Index Value.

Applicable only for BEAR MARKET PLUS

   Enhanced Downside Payment...  The product of (i) the Stated Principal Amount
                                 and (ii) the Leverage Factor and (iii) the
                                 Index Percent Decrease.

   Upside Reduction Amount.....  The product of (i) the Stated Principal Amount
                                 and (ii) the Index Percent Increase.

   Index Percent Decrease......  A fraction, the numerator of which shall be the
                                 Initial Index Value minus the Final Index Value
                                 and the denominator of which shall be the
                                 Initial Index Value.

Applicable for all PLUS

Final Index Value..............  The Index Closing Value of the Underlying Index
                                 on the Index Valuation Date.

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

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

Index Business Day.............  A day, as determined by the Calculation Agent,
                                 on which trading is generally conducted on the
                                 Relevant Exchange and on any exchange on which
                                 futures or options contracts related to the
                                 Underlying Index (or Successor Index) are
                                 traded, other than a day on which trading on
                                 such exchange is scheduled to close prior to
                                 its regular final weekday closing price.


                                       5
<PAGE>


Relevant Exchange..............  Relevant Exchange means the primary exchange(s)
                                 or market(s) of trading for (i) any security
                                 (or any combination thereof) then included in
                                 the Underlying Index or any Successor Index and
                                 (ii) any futures or options contracts related
                                 to such Underlying Index or to any security
                                 then included in the Underlying Index.

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

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

                                 All calculations with respect to the Payment at
                                 Maturity shall be rounded to the nearest one
                                 hundred-thousandth, with five one-millionths
                                 rounded upward (e.g., .876545 would be rounded
                                 to .87655); all dollar amounts related to
                                 determination of the amount of cash payable for
                                 each Stated Principal Amount of this PLUS shall
                                 be rounded to the nearest ten-thousandth, with
                                 five one hundred-thousandths rounded upward
                                 (e.g., .76545 would be rounded up to .7655);
                                 and all dollar amounts paid on the aggregate
                                 number of PLUS shall be rounded to the nearest
                                 cent, with one-half cent rounded upward.

Market Disruption Event........  Market Disruption Event means, with respect to
                                 the Underlying Index:

                                 (i)the occurrence or existence of a suspension,
                                 absence or material limitation of trading of
                                 stocks then constituting 20 percent or more of
                                 the level of the Underlying Index (or the
                                 Successor Index) on the Relevant Exchanges for
                                 such securities for more than two hours of
                                 trading or during the one-half hour period
                                 preceding the close of the principal trading
                                 session on such Relevant Exchange; or a
                                 breakdown or failure in the price and trade
                                 reporting systems of any Relevant Exchange as a
                                 result of which the reported trading prices for
                                 stocks then constituting 20 percent or more of
                                 the level of the Underlying Index (or the
                                 Successor Index) during the last one-half hour
                                 preceding the close of the principal trading
                                 session on such Relevant Exchange are
                                 materially inaccurate; or the suspension,


                                       6
<PAGE>


                                 material limitation or absence of trading on
                                 any major U.S. securities market for trading in
                                 futures or options contracts or exchange traded
                                 funds related to the Underlying Index (or the
                                 Successor Index) for more than two hours of
                                 trading or during the one-half hour period
                                 preceding the close of the principal trading
                                 session on such market, in each case as
                                 determined by the Calculation Agent in its sole
                                 discretion; and

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

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

                                 For the purpose of determining whether a Market
                                 Disruption Event has occurred: (1) a limitation
                                 on the hours or number of days of trading shall
                                 not constitute a Market Disruption Event if it
                                 results from an announced change in the regular
                                 business hours of the relevant exchange or
                                 market, (2) a decision to permanently
                                 discontinue trading in the relevant futures or
                                 options contract or exchange traded fund shall
                                 not constitute a Market Disruption Event, (3)
                                 limitations pursuant to the rules of any
                                 Relevant Exchange similar to NYSE Rule 80A (or
                                 any applicable rule or regulation enacted or
                                 promulgated by any other self-regulatory
                                 organization or any government agency of scope
                                 similar to NYSE Rule 80A as determined by the
                                 Calculation Agent) on trading during
                                 significant market fluctuations shall
                                 constitute a suspension, absence or material
                                 limitation of trading, (4) a suspension of
                                 trading in futures or options contracts on the
                                 Underlying Index by the primary securities
                                 market


                                       7
<PAGE>


                                 trading in such contracts by reason of (a) a
                                 price change exceeding limits set by such
                                 securities exchange or market, (b) an imbalance
                                 of orders relating to such contracts or (c) a
                                 disparity in bid and ask quotes relating to
                                 such contracts shall constitute a suspension,
                                 absence or material limitation of trading in
                                 futures or options contracts related to the
                                 Underlying Index and (5) a "suspension, absence
                                 or material limitation of trading" on any
                                 Relevant Exchange or on the primary market on
                                 which futures or options contracts related to
                                 the Underlying Index are traded shall not
                                 include any time when such securities market is
                                 itself closed for trading under ordinary
                                 circumstances.

Alternate Exchange
  Calculation in Case of
  an Event of Default..........  In case an event of default with respect to the
                                 PLUS shall have occurred and be continuing, the
                                 amount declared due and payable for each Stated
                                 Principal Amount of this PLUS upon any
                                 acceleration of this PLUS shall be determined
                                 by the Calculation Agent and shall be an amount
                                 in cash equal to the Payment at Maturity
                                 calculated using the Index Closing Value as of
                                 the date of such acceleration as the Final
                                 Index Value plus, if applicable, any accrued
                                 but unpaid interest as of the date of such
                                 acceleration.

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

Discontinuance of the
  Underlying Index;
  Alteration of  Method of
  Calculation..................  If the Underlying Index Publisher discontinues
                                 publication of the Underlying Index and the
                                 Underlying Index Publisher or another entity
                                 (including MS & Co.) publishes a successor or
                                 substitute index that the Calculation Agent
                                 determines, in its sole discretion, to be
                                 comparable to the discontinued Underlying Index
                                 (such index being


                                       8
<PAGE>


                                 referred to herein as a "Successor Index"),
                                 then any subsequent Index Closing Value shall
                                 be determined by reference to the published
                                 value of such Successor Index at the regular
                                 weekday close of trading on the Index Business
                                 Day that any Index Closing Value is to be
                                 determined.

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

                                 If the Underlying Index Publisher discontinues
                                 publication of the Underlying Index prior to,
                                 and such discontinuance is continuing on, the
                                 Index Valuation Date or the date of
                                 acceleration and the Calculation Agent
                                 determines, in its sole discretion, that no
                                 Successor Index is available at such time, then
                                 the Calculation Agent shall determine the Index
                                 Closing Value for such date. The Index Closing
                                 Value shall be computed by the Calculation
                                 Agent in accordance with the formula for and
                                 method of calculating the Underlying Index last
                                 in effect prior to such discontinuance, using
                                 the closing price (or, if trading in the
                                 relevant securities has been materially
                                 suspended or materially limited, its good faith
                                 estimate of the closing price that would have
                                 prevailed but for such suspension or
                                 limitation) at the close of the principal
                                 trading session of the Relevant Exchange on
                                 such date of each security most recently
                                 constituting the Underlying Index without any
                                 rebalancing or substitution of such securities
                                 following such discontinuance.

                                 If at any time the method of calculating the
                                 Underlying Index or a Successor Index, or the
                                 value thereof, is changed in a material
                                 respect, or if the Underlying Index or a
                                 Successor Index is in any other way modified so
                                 that such index does not, in the opinion of the
                                 Calculation Agent, fairly represent the value
                                 of the Underlying Index or such Successor Index
                                 had such changes or modifications not been
                                 made, then, from and after such time, the
                                 Calculation Agent shall, at the close of
                                 business in New York City on each date on which
                                 the Index Closing Value is to be determined,
                                 make such calculations and adjustments


                                       9
<PAGE>


                                 as, in the good faith judgment of the
                                 Calculation Agent, may be necessary in order to
                                 arrive at a value of a stock index comparable
                                 to the Underlying Index or such Successor
                                 Index, as the case may be, as if such changes
                                 or modifications had not been made, and the
                                 Calculation Agent shall calculate the Final
                                 Index Value with reference to the Underlying
                                 Index or such Successor Index, as adjusted.
                                 Accordingly, if the method of calculating the
                                 Underlying Index or a Successor Index is
                                 modified so that the value of such index is a
                                 fraction of what it would have been if it had
                                 not been modified (e.g., due to a split in the
                                 index), then the Calculation Agent shall adjust
                                 such index in order to arrive at a value of the
                                 Underlying Index or such Successor Index as if
                                 it had not been modified (e.g., as if such
                                 split had not occurred).


                                       10
<PAGE>


     Morgan Stanley, a Delaware corporation (together with its successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
Co., or registered assignees, the amount of cash, as determined in accordance
with the provisions set forth under "Payment at Maturity" above, due with
respect to the principal sum of U.S. $                    (UNITED STATES
DOLLARS                                       ), on the Maturity Date specified
above (except to the extent redeemed or repaid prior to maturity) and to pay
interest thereon at the Interest Rate per annum specified above, from and
including the Interest Accrual Date specified above until the principal hereof
is paid or duly made available for payment weekly, monthly, quarterly,
semiannually or annually in arrears as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing on the
Interest Payment Date next succeeding the Interest Accrual Date specified above,
and at maturity (or on any redemption or repayment date); provided, however,
that if the Interest Accrual Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; and provided, further, that if this Note is
subject to "Annual Interest Payments," interest payments shall be made annually
in arrears and the term "Interest Payment Date" shall be deemed to mean the
first day of March in each year.

     Interest on this Note will accrue from and including the most recent date
to which interest has been paid or duly provided for, or, if no interest has
been paid or duly provided for, from and including the Interest Accrual Date,
until but excluding the date the principal hereof has been paid or duly made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business Day
(as defined below)) (each such date, a "Record Date"); provided, however, that
interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, euro or Australian dollars, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or in
part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, will be made
by U.S. dollar check mailed to the address of the person entitled thereto as
such address shall appear in the Note register. A holder of U.S.


                                       11
<PAGE>


$10,000,000 (or the equivalent in a Specified Currency) or more in aggregate
principal amount of Notes having the same Interest Payment Date, the interest on
which is payable in U.S. dollars, shall be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not less
than 15 calendar days prior to the applicable Interest Payment Date.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of interest,
principal or any premium with regard to this Note will be made by wire transfer
of immediately available funds to an account maintained by the holder hereof
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing, with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Record Date and, with respect to payments of principal or any premium, at least
ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be; provided that, if payment of interest, principal or
any premium with regard to this Note is payable in euro, the account must be a
euro account in a country for which the euro is the lawful currency, provided,
further, that if such wire transfer instructions are not received, such payments
will be made by check payable in such Specified Currency mailed to the address
of the person entitled thereto as such address shall appear in the Note
register; and provided, further, that payment of the principal of this Note, any
premium and the interest due at maturity (or on any redemption or repayment
date) will be made upon surrender of this Note at the office or agency referred
to in the preceding paragraph.

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

     If the holder elects to receive all or a portion of payments of principal
of, premium, if any, and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate
Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the amount of the Specified Currency payable in the absence of such an election
to such holder and at which the applicable dealer commits to execute a contract.
If such bid quotations are not


                                       12
<PAGE>


available, such payment will be made in the Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments.

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

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


                                       13
<PAGE>


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

DATED:                                         MORGAN STANLEY


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


TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

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

JPMORGAN CHASE BANK, N.A.,
   as Trustee


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


                                       14
<PAGE>


                          FORM OF REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series F, having maturities more than nine months from the date of issue
(the "Notes") of the Issuer. The Notes are issuable under a Senior Indenture,
dated as of November 1, 2004, between the Issuer and JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank), as Trustee (the "Trustee," which term
includes any successor trustee under the Senior Indenture) (as may be amended or
supplemented from time to time, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has appointed
JPMorgan Chase Bank, N.A. at its corporate trust office in The City of New York
as the paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Senior Indenture. To the extent not inconsistent herewith, the terms of the
Senior Indenture are hereby incorporated by reference herein.

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

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption. If this Note
is subject to "Annual Redemption Percentage Reduction," the Initial Redemption
Percentage indicated on the face hereof will be reduced on each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon to
the date of redemption. If the face hereof indicates that this Note is subject
to "Modified Payment upon Acceleration or Redemption", the amount of principal
payable upon redemption will be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue
discount accrued from the Interest Accrual Date to the date of redemption
(expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield
method (as described below). Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption at their addresses as
the same shall appear on the Note register not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.


                                       15
<PAGE>


     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, provided that if the face
hereof indicates that this Note is subject to "Modified Payment upon
Acceleration or Redemption", the amount of principal payable upon repayment will
be limited to the aggregate principal amount hereof multiplied by the sum of the
Issue Price specified on the face hereof (expressed as a percentage of the
aggregate principal amount) plus the original issue discount accrued from the
Interest Accrual Date to the date of repayment (expressed as a percentage of the
aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described below). For this
Note to be repaid at the option of the holder hereof, the Paying Agent must
receive at its corporate trust office in the Borough of Manhattan, The City of
New York, at least 15 but not more than 30 calendar days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description of
this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, will be received by the Paying Agent not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Paying Agent by such fifth Business Day. Exercise
of such repayment option by the holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the holder hereof upon
the cancellation hereof.

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

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


                                       16
<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, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency
published by the Federal Reserve Bank of New York (the "Market Exchange Rate")
on the Business Day immediately preceding the date of issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Trustee and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Trustee shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions and having a
like aggregate principal amount in authorized denominations, subject to the
terms and conditions set forth herein; provided, however, that the Trustee will
not be required (i) to register the transfer of or exchange any Note that has
been called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Trustee and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing. The date of registration of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest
results from such exchange or transfer.


                                       17
<PAGE>


     In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note is destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that this Note was destroyed or lost or stolen and, if required, upon receipt
also of indemnity satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.

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

     If the face hereof indicates that this Note is subject to "Modified Payment
upon Acceleration or Redemption," then (i) if the principal hereof is declared
to be due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount accrued from the Interest
Accrual Date to the date of declaration (expressed as a percentage of the
aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described in the next
paragraph), (ii) for


                                       18
<PAGE>


the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.

     The constant yield shall be calculated using a 30-day month, 360-day year
convention, a computing period that, except for the initial period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), and an assumption that the
maturity will not be accelerated. If the period from the Original Issue Date to
the first Interest Payment Date (the "initial period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the initial period is longer than
the compounding period, then the period will be divided into a regular
compounding period and a short period with the short period being treated as
provided in the preceding sentence.

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," this Note may be redeemed, as a whole, at
the option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100% of
the principal amount hereof, together with accrued interest to the date fixed
for redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," the amount of principal so payable will be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount accrued from the Interest
Accrual Date to the date of redemption (expressed as a percentage of the
aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described above)), if the
Issuer determines that, as a result of any change in or amendment to the laws
(including a holding, judgment or as ordered by a court of competent
jurisdiction), 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 occurs, becomes effective or, in the case of a change in official
position, is announced 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 legal counsel satisfactory to the Trustee to such effect based on
such statement of facts; provided that no such notice of redemption shall be
given earlier than 60 calendar days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in respect
of this Note were then due.

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


                                       19
<PAGE>


     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," the Issuer will, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"Additional Amounts") to the holder of this Note who is a U.S. 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 or
deduction for or on account of any present or future tax, assessment or
governmental charge imposed upon or as a result of such payment by the United
States, or any political subdivision or taxing authority thereof or therein,
will not be less than the amount provided for in this Note to be then due and
payable. The Issuer will not, however, make any payment of Additional Amounts to
any such holder who is a U.S. Alien for or on account of:

     (a) any present or future 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 for U.S. federal income tax purposes,
and the United States, 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 or on behalf of the holder of this Note for
payment on a date more than 15 calendar days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;

     (b) any estate, inheritance, gift, sales, transfer, excise 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 controlled foreign corporation or
passive foreign investment company with respect to the United States or as a
corporation which accumulates earnings to avoid U.S. federal income tax or as a
private foundation or other tax-exempt organization or a bank receiving interest
under Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

     (d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding or deduction 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;


                                       20
<PAGE>


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

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

In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed on
a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on behalf of
a holder who would have been able to avoid such withholding or deduction by
presenting this Note or the relevant coupon to another Paying Agent in a member
state of the European Union. Nor shall the Issuer pay Additional Amounts with
respect to any payment on this Note to a U.S. Alien who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

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

     Except as set forth below, if the principal of, premium, if any, or
interest on this Note is payable in a Specified Currency other than U.S. dollars
and such Specified Currency is not available to the Issuer for making payments
hereon due to the imposition of exchange controls or other circumstances beyond
the control of the Issuer or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions within the international banking community, then the Issuer will be
entitled to satisfy its obligations to the holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange Rate on the date of
such payment or, if the Market Exchange Rate is not available on such date, as
of the most recent practicable date; provided, however, that if the euro


                                       21
<PAGE>


has been substituted for such Specified Currency, the Issuer may at its option
(or shall, if so required by applicable law) without the consent of the holder
of this Note effect the payment of principal of, premium, if any, or interest on
any Note denominated in such Specified Currency in euro in lieu of such
Specified Currency in conformity with legally applicable measures taken pursuant
to, or by virtue of, the Treaty establishing the European Community, as amended.
Any payment made under such circumstances in U.S. dollars or euro where the
required payment is in an unavailable Specified Currency will not constitute an
Event of Default. If such Market Exchange Rate is not then available to the
Issuer or is not published for a particular Specified Currency, the Market
Exchange Rate will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the date of such payment from three
recognized foreign exchange dealers (the "Exchange Dealers") for the purchase by
the quoting Exchange Dealer of the Specified Currency for U.S. dollars for
settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which the
applicable Exchange Dealer commits to execute a contract. One of the Exchange
Dealers providing quotations may be the Exchange Rate Agent unless the Exchange
Rate Agent is an affiliate of the Issuer. If those bid quotations are not
available, the Exchange Rate Agent shall determine the market exchange rate at
its sole discretion.

     The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
unless otherwise indicated on the face hereof.

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

     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Issuer may designate other agencies for the payment of said principal,
premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated. If any European Union Directive on the
taxation of savings comes into force, the Issuer will, to the extent possible as
a matter of law, maintain a Paying Agent in a member state of the European Union
that will not be obligated to withhold or deduct tax pursuant to any such
Directive or any law implementing or complying with, or introduced in order to
conform to, such Directive.

     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


                                       22
<PAGE>


of the Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer may
have to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

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

     Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

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

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

     As used herein, the term "U.S. Alien" means any person who is, for U.S.
federal income tax purposes, (i) a nonresident alien individual, (ii) a foreign
corporation, (iii) a nonresident alien fiduciary of a foreign estate or trust or
(iv) a foreign partnership one or more of the members of which is, for U.S.
federal income tax purposes, a nonresident alien individual, a foreign
corporation or a nonresident alien fiduciary of a foreign estate or trust.

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


                                       23
<PAGE>


                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

                  TEN COM  -  as tenants in common

                  TEN ENT  -  as tenants by the entireties

                  JT TEN   -  as joint tenants with right of survivorship and
                              not as tenants in common

     UNIF GIFT MIN ACT - ___________________ Custodian _____________________
                               (Minor)                        (Cust)

     Under Uniform Gifts to Minors Act ______________________________
                                                  (State)

     Additional abbreviations may also be used though not in the above list.

                            _______________________


                                       24
<PAGE>


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

________________________________________
[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
   [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.


Dated:_______________________


NOTICE:   The signature to this assignment must correspond with the name as
          written upon the face of the within Note in every particular without
          alteration or enlargement or any change whatsoever.


                                       25
<PAGE>


                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
        (Please print or typewrite name and address of the undersigned)


     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
_________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid): __________________.


Dated:________________________            ______________________________________
                                          NOTICE: The signature on this Option
                                          to Elect Repayment must correspond
                                          with the name as written upon the face
                                          of the within instrument in every
                                          particular without alteration or
                                          enlargement.


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