FLOATING RATE SENIOR NOTE


REGISTERED                                                      U.S.$
No. FLR                                                         CUSIP:

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






                                       A-1
<PAGE>


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

               MARKET PARTICIPATION SECURITIES WITH MINIMUM RETURN
                               PROTECTION ("MPS")

                            MPS DUE FEBRUARY 1, 2010
                       LINKED TO THE RUSSELL 2000(R) INDEX


<TABLE>
<S>                                    <C>                                    <C>
BASE RATE: N/A                         ORIGINAL ISSUE DATE:                   MATURITY DATE:

INDEX MATURITY: N/A                    INTEREST ACCRUAL DATE: N/A             INTEREST PAYMENT DATE(S):
                                                                                   N/A

SPREAD (PLUS OR MINUS): N/A            INITIAL INTEREST RATE: N/A             INTEREST PAYMENT PERIOD:
                                                                                   N/A

SPREAD MULTIPLIER: N/A                 INITIAL INTEREST RESET                 INTEREST RESET PERIOD: N/A
                                        DATE: N/A

REPORTING SERVICE: N/A                 MAXIMUM INTEREST RATE:                 INTEREST RESET DATE(S): N/A
                                            N/A

INDEX CURRENCY: N/A                    MINIMUM INTEREST RATE: N/A             CALCULATION AGENT: See
                                                                                   "Calculation Agent" below

EXCHANGE RATE AGENT: N/A               INITIAL REDEMPTION DATE:               SPECIFIED CURRENCY: U.S.
                                            N/A                                    dollars

                                       INITIAL REDEMPTION                     IF SPECIFIED CURRENCY
                                            PERCENTAGE: N/A                        OTHER THAN U.S.
                                                                                   DOLLARS, OPTION TO
                                                                                   ELECT PAYMENT IN
                                                                                   U.S. DOLLARS: N/A

                                       ANNUAL REDEMPTION                      DESIGNATED CMT
                                            PERCENTAGE REDUCTION:                  TELERATE PAGE: N/A
                                            N/A

                                       OPTIONAL REPAYMENT                     DESIGNATED CMT MATURITY
                                            DATE(S): N/A                           INDEX: N/A

OTHER PROVISIONS:                      REDEMPTION NOTICE PERIOD:
(See below)                            N/A

                                       TAX REDEMPTION AND
                                       PAYMENT OF ADDITIONAL
                                       AMOUNTS: NO

                                       IF YES, STATE INITIAL
                                       OFFERING DATE: N/A
</TABLE>


                                       A-2
<PAGE>


Maturity Date.............................  February 1, 2010, subject to
                                            extension in the event of a Market
                                            Disruption Event on the final Period
                                            Valuation Date for calculating the
                                            Index-linked Payment Amount.

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

                                            In the event that the final Period
                                            Valuation Date is postponed due to a
                                            Market Disruption Event or
                                            otherwise, the Issuer shall give
                                            notice of such postponement as
                                            promptly as possible, and in no case
                                            later than one Business Day
                                            following the scheduled final Period
                                            Valuation Date, (i) to the holder of
                                            this MPS 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 MPS receives the
                                            notice.

Minimum Denominations.....................  $10

Maturity Redemption Amount................  At maturity the holder of this MPS
                                            shall receive for each $10 principal
                                            amount of this MPS the Maturity
                                            Redemption Amount, as determined by
                                            the Calculation Agent, which shall
                                            be equal to the greater of (i) the
                                            Index-linked Payment Amount and
                                            (ii) the Minimum Payment Amount.

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


                                       A-3
<PAGE>


                                            Amount, on or prior to 10:30 a.m. on
                                            the Trading Day preceding the
                                            Maturity Date (but if such Trading
                                            Day is not a Business Day, prior to
                                            the close of business on the
                                            Business Day preceding the Maturity
                                            Date) and (ii) deliver the aggregate
                                            cash amount due with respect to this
                                            MPS to the Trustee for delivery to
                                            the holder of this MPS on the
                                            Maturity Date. See "Discontinuance
                                            of the Russell 2000 Index;
                                            Alteration of Method of Calculation"
                                            below.

Minimum Payment Amount....................  $

Index-linked Payment Amount...............  The Index-linked Payment Amount is
                                            equal to (i) $10 times (ii) the
                                            product of the Quarterly Performance
                                            Amounts for each Quarterly Valuation
                                            Period over the term of the MPS.

Quarterly Performance Amount..............  With respect to any Quarterly
                                            Valuation Period, the Quarterly
                                            Performance Amount shall be equal to
                                            the lesser of (i) [     ] and (ii) a
                                            fraction, the numerator of which
                                            shall be the Index Value on the
                                            Period Valuation Date at the end of
                                            such Quarterly Valuation Period and
                                            the denominator of which shall be
                                            the Index Value on the Period
                                            Valuation Date at the beginning of
                                            such Quarterly Valuation Period,
                                            provided that for the first
                                            Quarterly Valuation Period, the
                                            denominator shall be [        ].

Quarterly Valuation Periods...............  Each period from and including a
                                            Period Valuation Date to and
                                            including the immediately subsequent
                                            Period Valuation Date; provided that
                                            the first Quarterly Valuation Period
                                            shall begin [               ],
                                            200[ ].

Period Valuation Dates....................  The Period Valuation Dates shall be
                                            (i) the 30th of each January, April,
                                            July and October, beginning April
                                            2003 to and including October 2009,
                                            and (ii) January 28, 2010, in each
                                            such case subject to adjustment if
                                            such date is not a Trading Day or if
                                            a Market Disruption Event occurs on
                                            such date as described in the two
                                            following paragraphs.

                                            If any scheduled Period Valuation
                                            Date occurring from and including
                                            April 2003 to and including October
                                            2009 is not a Trading Day or if a
                                            Market Disruption Event occurs on
                                            any such date, such Period Valuation
                                            Date shall be the immediately
                                            succeeding Trading Day during which


                                       A-4
<PAGE>


                                            no Market Disruption Event shall
                                            have occurred; provided that if a
                                            Market Disruption Event occurs on
                                            any of the scheduled Period
                                            Valuation Dates occurring from and
                                            including April 2003 to and
                                            including October 2009 and on each
                                            of the five Trading Days immediately
                                            succeeding that scheduled Period
                                            Valuation Date, then (i) such fifth
                                            succeeding Trading Day shall be
                                            deemed to be the relevant Period
                                            Valuation Date, notwithstanding the
                                            occurrence of a Market Disruption
                                            Event on such day, and (ii) with
                                            respect to any such fifth Trading
                                            Day on which a Market Disruption
                                            Event occurs, the Calculation Agent
                                            shall determine the value of the
                                            Russell 2000 Index on such fifth
                                            Trading Day in accordance with the
                                            formula for calculating the value of
                                            the Russell 2000 Index last in
                                            effect prior to the commencement of
                                            the Market Disruption Event, 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) on such Trading Day of
                                            each security most recently
                                            comprising the Russell 2000 Index.

                                            If January 28, 2010 (the final
                                            Period Valuation Date) is not a
                                            Trading Day or if there is a Market
                                            Disruption Event on such day, the
                                            final Period Valuation Date shall be
                                            the immediately succeeding Trading
                                            Day during which no Market
                                            Disruption Event shall have
                                            occurred.

Index Value...............................  The Index Value on any Trading Day
                                            shall equal the closing value of the
                                            Russell 2000 Index or any Successor
                                            Index (as defined under
                                            "Discontinuance of the Russell 2000
                                            Index; Alteration of Method of
                                            Calculation" below) published at the
                                            regular official weekday close of
                                            trading on that Trading Day. In
                                            certain circumstances, the Index
                                            Value shall be based on the
                                            alternate calculation of the Russell
                                            2000 Index described under
                                            "Discontinuance of the Russell 2000
                                            Index; Alteration of Method of
                                            Calculation."

                                            In this MPS, references to the
                                            Russell 2000 Index shall include any
                                            Successor Index, unless the context
                                            requires otherwise.


                                       A-5
<PAGE>


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

Market Disruption Event...................  "Market Disruption Event" means,
                                            with respect to the Russell 2000
                                            Index, the occurrence or existence
                                            of a suspension, absence or material
                                            limitation of trading of stocks then
                                            constituting 20% or more of the
                                            level of the Russell 2000 Index (or
                                            the Successor Index) on the Relevant
                                            Exchanges for such securities for
                                            the same period of trading longer
                                            than two hours 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% or
                                            more of the level of the Russell
                                            2000 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, 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 Russell 2000 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.

                                            For the purpose of determining
                                            whether a Market Disruption Event
                                            exists at any time, if trading in a
                                            security included in the Russell
                                            2000 Index is materially suspended
                                            or materially limited at that time,
                                            then the relevant percentage
                                            contribution of that security to the
                                            level of the Russell 2000 Index
                                            shall be based on a comparison of
                                            (x) the portion of the level of the
                                            Russell 2000 Index attributable to
                                            that security relative to (y) the
                                            overall level of the Russell 2000
                                            Index, in each case immediately
                                            before that suspension or
                                            limitation.


                                       A-6
<PAGE>


                                            For purposes of determining whether
                                            a Market Disruption Event has
                                            occurred: (1) a limitation on the
                                            hours or number of days of trading
                                            shall not constitute a Market
                                            Disruption Event if it results from
                                            an announced change in the regular
                                            business hours of the relevant
                                            exchange or market, (2) a decision
                                            to permanently discontinue trading
                                            in the relevant futures or options
                                            contract 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 Russell
                                            2000 Index by the primary securities
                                            market trading in such contracts by
                                            reason of (a) a price change
                                            exceeding limits set by such
                                            exchange or market, (b) an imbalance
                                            of orders relating to such contracts
                                            or (c) a disparity in bid and ask
                                            quotes relating to such contracts
                                            shall constitute a suspension,
                                            absence or material limitation of
                                            trading in futures or options
                                            contracts related to the Russell
                                            2000 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 Russell 2000 Index are traded
                                            shall not include any time when such
                                            market is itself closed for trading
                                            under ordinary circumstances.

Relevant Exchange.........................  "Relevant Exchange" means the
                                            primary U.S. organized exchange or
                                            market of trading for any security
                                            then included in the Russell 2000
                                            Index or any Successor Index.

Alternate Exchange Calculation
in Case of an Event of Default............  In case an event of default with
                                            respect to the MPS shall have
                                            occurred and be continuing, the
                                            amount declared due and payable for
                                            each MPS upon any acceleration of
                                            the MPS shall be equal to the
                                            Maturity Redemption Amount
                                            determined as though the Index Value
                                            for any Period Valuation Date
                                            scheduled to occur on or after such
                                            date of acceleration were the Index
                                            Value on the date of


                                       A-7
<PAGE>


                                            acceleration. Therefore, the
                                            Quarterly Performance Amount for the
                                            then current Quarterly Valuation
                                            Period would be equal to the Index
                                            Value on the date of acceleration
                                            divided by the Index Value on the
                                            Period Valuation Date at the
                                            beginning of such Quarterly
                                            Valuation Period, and the Quarterly
                                            Performance Amount for each
                                            remaining Quarterly Valuation Period
                                            would be equal to 1.

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

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

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

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

Discontinuance of the Russell 2000 Index;
Alteration of Method of
Calculation...............................  If Frank Russell Company
                                            discontinues publication of the
                                            Russell 2000 Index and Frank Russell
                                            Company or


                                       A-8
<PAGE>


                                            another entity publishes a successor
                                            or substitute index that MS & Co.,
                                            as the Calculation Agent,
                                            determines, in its sole discretion,
                                            to be comparable to the discontinued
                                            Russell 2000 Index (such index being
                                            referred to herein as a "Successor
                                            Index"), then any subsequent Index
                                            Value shall be determined by
                                            reference to the value of such
                                            Successor Index at the regular
                                            official weekday close of the
                                            principal trading session of the
                                            NYSE, the AMEX, the Nasdaq National
                                            Market or the relevant exchange or
                                            market for the Successor Index on
                                            the date that any Index Value is to
                                            be determined.

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

                                            If Frank Russell Company
                                            discontinues publication of the
                                            Russell 2000 Index prior to, and
                                            such discontinuance is continuing
                                            on, any Period Valuation Date and MS
                                            & Co., as 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
                                            Value for such date. The Index Value
                                            shall be computed by the Calculation
                                            Agent in accordance with the formula
                                            for calculating the Russell 2000
                                            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
                                            comprising the Russell 2000 Index
                                            without any rebalancing or
                                            substitution of such securities
                                            following such discontinuance.
                                            Notwithstanding these alternative
                                            arrangements, discontinuance of the
                                            publication of the Russell 2000
                                            Index may adversely affect the value
                                            of the MPS.

                                            If at any time the method of
                                            calculating the Russell 2000 Index
                                            or a Successor Index, or the value
                                            thereof, is changed in a material
                                            respect, or if the Russell 2000
                                            Index


                                       A-9
<PAGE>


                                            or a Successor Index is in any other
                                            way modified so that such index does
                                            not, in the opinion of MS & Co., as
                                            the Calculation Agent, fairly
                                            represent the value of the Russell
                                            2000 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 Value is to be determined,
                                            make such calculations and
                                            adjustments as, in the good faith
                                            judgment of the Calculation Agent,
                                            may be necessary in order to arrive
                                            at a value of a stock index
                                            comparable to the Russell 2000 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 Index Value and the
                                            Index-linked Payment Amount with
                                            reference to the Russell 2000 Index
                                            or such Successor Index, as
                                            adjusted. Accordingly, if the method
                                            of calculating the Russell 2000
                                            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
                                            Russell 2000 Index or such Successor
                                            Index as if it had not been modified
                                            (e.g., as if such split had not
                                            occurred).


                                      A-10
<PAGE>


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

     Interest on this Note will accrue from and including the most recent date
to which interest has been paid or duly provided for, or, if no interest has
been paid or duly provided for, from and including the Interest Accrual Date,
until but excluding the date the principal hereof has been paid or duly made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day) (each such date, a "Record Date"); provided, however, that interest payable
at maturity (or any redemption or repayment date) will be payable to the person
to whom the principal hereof shall be payable.

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


                                      A-11
<PAGE>


of New York, or at such other paying agency as the Issuer may determine, in U.S.
dollars. U.S. dollar payments of interest, other than interest due at maturity
or any date of redemption or repayment, will be made by U.S. dollar check mailed
to the address of the person entitled thereto as such address shall appear in
the Note register. A holder of U.S. $10,000,000 (or the equivalent in a
Specified Currency) or more in aggregate principal amount of Notes having the
same Interest Payment Date, the interest on which is payable in U.S. dollars,
shall be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Paying Agent in writing not less than 15 calendar days prior to
the applicable Interest Payment Date.

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

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

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


                                      A-12
<PAGE>


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

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

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


                                      A-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,
      as Trustee



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





                                      A-14
<PAGE>


                           FORM OF REVERSE OF SECURITY

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

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

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption. If this Note
is subject to "Annual Redemption Percentage Reduction," the Initial Redemption
Percentage indicated on the face hereof will be reduced on each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon to
the date of redemption. Notice of redemption shall be mailed to the registered
holders of the Notes designated for redemption at their addresses as the same
shall appear on the Note register not less than 30 nor more than 60 calendar
days prior to the date fixed for redemption or within the Redemption Notice
Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any


                                      A-15
<PAGE>


remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment. For this Note to be repaid at the option of the
holder hereof, the Paying Agent must receive at its corporate trust office in
the Borough of Manhattan, The City of New York, at least 15 but not more than 30
calendar days prior to the date of repayment, (i) this Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States setting forth the name of the
holder of this Note, the principal amount hereof, the certificate number of this
Note or a description of this Note's tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon the cancellation hereof.

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

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


                                      A-16
<PAGE>


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

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

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

          (c) any tax, assessment or other governmental charge imposed by reason
     of such holder's past or present status as a personal holding company or
     foreign personal holding company or controlled foreign corporation or
     passive foreign investment company with respect to the United States or as
     a corporation which accumulates earnings to avoid United States federal
     income tax or as a private foundation or other tax-exempt organization or a
     bank receiving interest under Section 881(c)(3)(A) of the Internal Revenue
     Code of 1986, as amended;

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

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

          (f) any tax, assessment or other governmental charge that would not
     have been imposed but for the failure to comply with certification,
     information or other reporting


                                      A-17
<PAGE>


     requirements concerning the nationality, residence or identity of the
     holder or beneficial owner of this Note, if such compliance is required by
     statute or by regulation of the United States or of any political
     subdivision or taxing authority thereof or therein as a precondition to
     relief or exemption from such tax, assessment or other governmental charge;

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

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

In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed on
a payment to an individual and is required to be made pursuant to any European
Union Directive on the taxation of savings implementing the agreement reached in
the ECOFIN Council meeting of 13 December 2001 or any law implementing or
complying with, or introduced in order to conform to, such Directive; or (ii) by
or on behalf of a holder who would have been able to avoid such withholding or
deduction by presenting this Note or the relevant coupon to another Paying Agent
in a member state of the European Union. Nor shall Additional Amounts be paid
with respect to any payment on this Note to a United States Alien who is a
fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent such payment would be required by the laws of the United States
(or any political subdivision thereof) to be included in the income, for tax
purposes, of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
the Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

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


                                      A-18
<PAGE>


and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, (a) that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close (x) in The City of New York or (y) if
this Note is denominated in a Specified Currency other than U.S. dollars, euro
or Australian dollars, in the principal financial center of the country of the
Specified Currency, or (z) if this Note is denominated in Australian dollars, in
Sydney and (b) if this Note is denominated in euro, that is also a day on which
the Trans-European Automated Real-time Gross Settlement Express Transfer System
("TARGET") is operating (a "TARGET Settlement Day").

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

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

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


                                      A-19
<PAGE>


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

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

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

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

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

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

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

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


                                      A-20
<PAGE>


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

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

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

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


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

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

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

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

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


                                      A-21
<PAGE>


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

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

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

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

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

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

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

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


                                      A-22
<PAGE>


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

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

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

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

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


                                      A-23
<PAGE>


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

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

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

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

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

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

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

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

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


                                      A-24
<PAGE>


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

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

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

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

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

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

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

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

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


                                      A-25
<PAGE>


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

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

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

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


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

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

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

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

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

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


                                      A-26
<PAGE>


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

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

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

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

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


                                      A-27
<PAGE>


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

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

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

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

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

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


                                      A-28
<PAGE>


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

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

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

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange


                                      A-29
<PAGE>


shall be accompanied by a written instrument of transfer in form satisfactory to
the Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

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

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

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


                                      A-30
<PAGE>


repayment thereof, or change the currency of payment thereof, or modify or amend
the provisions for conversion of any currency into any other currency, or modify
or amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof
without the consent of the holder of each debt security so affected or (b)
reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental indenture.

     Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of or
premium, if any, or interest on, any Note denominated in such Specified Currency
in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the treaty establishing the
European Community, as amended. Any payment made under such circumstances in
U.S. dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange Dealer
of the Specified Currency for U.S. dollars for settlement on the payment date,
in the aggregate amount of the Specified Currency payable to those holders or
beneficial owners of Notes and at which the applicable Exchange Dealer commits
to execute a contract. One of the Exchange Dealers providing quotations may be
the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
Issuer. If those bid quotations are not available, the Exchange Rate Agent shall
determine the market exchange rate at its sole discretion.

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

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


                                      A-31
<PAGE>


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

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

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

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

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


                                      A-32
<PAGE>


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

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

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


                                      A-33
<PAGE>


                                  ABBREVIATIONS

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



                  TEN COM       -   as tenants in common
                  TEN ENT       -   as tenants by the entireties
                  JT TEN        -   as joint tenants with right of survivorship
                                    and not as tenants in common


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

         Under Uniform Gifts to Minors Act_______________________________
                                                  (State)

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

                              _____________________


                                      A-34
<PAGE>


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



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


________________________________________________________________________________

________________________________________________________________________________

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

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



Dated:____________________


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


                                      A-35
<PAGE>


                            OPTION TO ELECT REPAYMENT

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

________________________________________________________________________________

________________________________________________________________________________

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


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


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


                                      A-36