FIXED RATE SENIOR NOTE

REGISTERED                                                      REGISTERED
No. FXR                                                         U.S. $
                                                                CUSIP: 61744Y561

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

                                           STOCK PARTICIPATION ACCRETING
                                  REDEMPTION QUARTERLY-PAY SECURITIES ("SPARQS")

                                            8% SPARQS DUE JUNE 30, 2003
                                             MANDATORILY EXCHANGEABLE
                                           FOR SHARES OF COMMON STOCK OF
                                                ORACLE CORPORATION
<TABLE>
<S>                           <C>                          <C>                         <C>
------------------------------------------------------------------------------------------------------------------
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE: 8 %           MATURITY DATE:
   July   , 2001                 DATE: See "MSDW              per annum (equivalent        June 30, 2003
                                 Call Right" below.           to $     per annum per
                                                              SPARQS)
------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE: July   , 2001           PERCENTAGE: See              DATES: Each March            REPAYMENT
                                 "MSDW Call Right"            30, June 30, September       DATE(S):  N/A
                                 below.                       30 and December 30,
                                                              beginning September
                                                              30, 2001
------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
   U.S. Dollars                  PERCENTAGE                   PERIOD: Quarterly            MODIFIED
                                 REDUCTION: N/A                                            PAYMENT UPON
                                                                                           ACCELERATION:
                                                                                           N/A
------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                  REDEMPTION NOTICE            APPLICABILITY OF             If yes, state Issue Price:
   CURRENCY OTHER                PERIOD: At least 15          ANNUAL INTEREST
   THAN U.S. DOLLARS,            days but no more than        PAYMENTS: N/A
   OPTION TO ELECT               30 days.  See "MSDW
   PAYMENT IN U.S.               Call Right" below.
   DOLLARS: N/A
------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 TAX REDEMPTION                                            ORIGINAL YIELD TO
   AGENT: N/A                    AND PAYMENT OF                                            MATURITY: N/A
                                 ADDITIONAL
                                 AMOUNTS: No
------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:             If yes, state Initial Offering
   See below                  Date: N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                     <C>
Issue Price..........................   $           per SPARQS

Record Dates.........................   Notwithstanding the definition of "Record Date" on page 16 hereof, the
                                        Record Date for each Interest Payment


                                                        A-2

<PAGE>



                                        Date, including the Interest Payment Date scheduled to occur on the
                                        Maturity Date, shall be the date 10 calendar days prior to such Interest
                                        Payment Date, whether or not that date is a Business Day; provided,
                                        however, that in the event that the Issuer exercises the MSDW Call Right,
                                        no Interest Payment Date shall occur after the MSDW Notice Date, except for
                                        any Interest Payment Date for which the MSDW Notice Date falls on or after
                                        the "ex-interest" date for the related interest payment, in which case the
                                        related interest payment shall be made on such Interest Payment Date; and
                                        provided, further, that accrued but unpaid interest payable on the Call
                                        Date, if any, shall be payable to the person to whom the Call Price is
                                        payable. The "ex- interest" date for any interest payment is the date on
                                        which purchase transactions in the SPARQS no longer carry the right to
                                        receive such interest payment.

                                        In the event that the Issuer exercises the MSDW Call Right and the MSDW
                                        Notice Date falls before the "ex- interest" date for an interest payment,
                                        so that as a result a scheduled Interest Payment Date will not occur, the
                                        Issuer shall cause the Calculation Agent to give notice to (i) the Trustee
                                        and (ii) DTC, in each case in the manner described in the third paragraph
                                        under "MSDW Call Right" below, that no Interest Payment Date will occur
                                        after such MSDW Notice Date.

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

MSDW Call Right......................   On any scheduled Trading Day on or after July 22, 2002, the Issuer may
                                        call the SPARQS, in whole but not in part, for mandatory exchange for the
                                        Call Price (as defined below) paid in cash (together with accrued but
                                        unpaid interest) on the Call Date.

                                        On the MSDW Notice Date (as defined below), the Issuer shall give notice of
                                        the Issuer's exercise of the MSDW Call Right (i) to the holder of this
                                        SPARQS by mailing notice of such exercise by first class mail, postage
                                        prepaid, specifying the date (the "Call Date") on which the Issuer shall
                                        effect such exchange at 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,


                                                        A-3

<PAGE>


                                        postage prepaid, at its New York office and (iii) to DTC in accordance with
                                        the applicable procedures set forth in the Letter of Representations
                                        related to this SPARQS. Any notice which is mailed in the manner herein
                                        provided shall be conclusively presumed to have been duly given, whether or
                                        not the holder of this SPARQS receives the notice. Failure to give notice
                                        by mail or any defect in the notice to the holder of any SPARQS shall not
                                        affect the validity of the proceedings for the exercise of the MSDW Call
                                        Right with respect to any other SPARQS.

                                        The notice of the Issuer's exercise of the MSDW Call Right shall specify
                                        (i) the Call Date, (ii) the Call Price payable per SPARQS, (iii) the amount
                                        of accrued but unpaid interest payable per SPARQS on the Call Date, (iv)
                                        whether any subsequently scheduled Interest Payment Date shall no longer be
                                        an Interest Payment Date as a result of the exercise of the MSDW Call
                                        Right, (v) the place or places of payment of such Call Price, (vi) that
                                        such delivery will be made upon presentation and surrender of this SPARQS
                                        and (vii) that such exchange is pursuant to the MSDW Call Right.

                                        The notice of the Issuer's exercise of the MSDW Call Right shall be given
                                        by the Issuer or, at the Issuer's request, by the Trustee in the name and
                                        at the expense of the Issuer.

                                        If this SPARQS is so called for mandatory exchange by the Issuer, then the
                                        cash Call Price and any accrued but unpaid interest on this SPARQS to be
                                        delivered to the holder of this SPARQS shall be delivered on the Call Date
                                        fixed by the Issuer and set forth in its notice of its exercise of the MSDW
                                        Call Right, upon delivery of the SPARQS to the Trustee. The Issuer shall,
                                        or shall cause the Calculation Agent to, deliver such cash to the Trustee
                                        for delivery to the holders of this SPARQS.

                                        If this SPARQS is not surrendered for exchange on the Call Date, it shall
                                        be deemed to be no longer Outstanding under, and as defined in, the Senior
                                        Indenture (as defined below) after the Call Date, except with respect to
                                        the holder's right to receive cash due in connection with the MSDW Call
                                        Right.


                                                        A-4

<PAGE>


MSDW Notice Date.....................   The scheduled Trading Day on which the Issuer issues its notice of
                                        mandatory exchange, which must be at least 15 but not more than 30 days
                                        prior to the Call Date.

Call Date............................   The scheduled Trading Day on or after                  and on or prior to
                                        the Maturity Date specified in the Issuer's notice of mandatory exchange,
                                        on which the Issuer shall deliver cash to holders of SPARQS for mandatory
                                        exchange.

Call Price...........................   The Call Price with respect to any Call Date is an amount of cash per each
                                        $          principal amount of this SPARQS, as calculated by the
                                        Calculation Agent, such that the sum of the present values of all cash
                                        flows on each $        principal amount of this SPARQS to and including the
                                        Call Date (i.e., the Call Price and all of the interest payments on each
                                        SPARQS), discounted to the Original Issue Date from the applicable payment
                                        date at the Yield to Call rate of   % per annum computed on the basis of a
                                        360-day year of twelve 30-day months, equals the Issue Price.

Exchange at Maturity.................   At maturity, subject to a prior call of this SPARQS for cash in an amount
                                        equal to the Call Price by the Issuer as described under "MSDW Call Right"
                                        above, upon delivery of this SPARQS to the Trustee, each $       principal
                                        amount of this SPARQS shall be applied by the Issuer as payment for a
                                        number of shares of the common stock, $0.01 par value ("Oracle Stock"), of
                                        Oracle Corporation ("Oracle") at the Exchange Ratio.

                                        The number of shares of Oracle Stock to be delivered at maturity shall be
                                        subject to any applicable adjustments (i) to the Exchange Ratio and (ii) in
                                        the Exchange Property, as defined in paragraph 5 under "Antidilution
                                        Adjustments" below, to be delivered instead of, or in addition to, such
                                        Oracle Stock as a result of any corporate event described under
                                        "Antidilution Adjustments" below, in each case, required to be made through
                                        the close of business on the second scheduled Trading Day prior to
                                        maturity.

                                        All calculations with respect to the Exchange Ratio and Call Price for the
                                        SPARQS shall be rounded to the nearest


                                                        A-5

<PAGE>


                                        one hundred-thousandth, with five one-millionths rounded upwards (e.g.,
                                        .876545 would be rounded to .87655); all dollar amounts related to the Call
                                        Price resulting from such calculations shall be rounded to the nearest one
                                        ten- thousandth, with five one hundred-thousandths rounded upwards (e.g.,
                                        .76545 would be rounded to .7655); and all dollar amounts paid with respect
                                        to the Call Price on the aggregate number of SPARQS shall be rounded to the
                                        nearest cent, with one-half cent rounded upwards.

                                        The Issuer shall, or shall cause the Calculation Agent to, provide written
                                        notice to the Trustee at its New York Office and to the Depositary, on
                                        which notice the Trustee and Depositary may conclusively rely, on or prior
                                        to 10:30 a.m. on the Trading Day immediately prior to maturity of this
                                        SPARQS, of the amount of Oracle Stock (or the amount of Exchange Property)
                                        to be delivered with respect to each $           principal amount of this
                                        SPARQS and of the amount of any cash to be paid in lieu of any fractional
                                        share of Oracle Stock (or of any other securities included in Exchange
                                        Property, if applicable); provided that, if the maturity date of this
                                        SPARQS is accelerated (x) because of the consummation of a Reorganization
                                        Event (as defined in paragraph 5 of "Antidilution Adjustments" below) where
                                        the Exchange Property consists only of cash or (y) because of an
                                        Acceleration Event or otherwise, the Issuer shall give notice of such
                                        acceleration as promptly as possible, and in no case later than two
                                        Business Days following such deemed maturity date, (i) to the holder of
                                        this SPARQS by mailing notice of such acceleration by first class mail,
                                        postage prepaid and (ii) to the Trustee and the Depositary by telephone or
                                        facsimile confirmed by mailing such notice to the Trustee at its New York
                                        office and 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 SPARQS
                                        receives the notice. If the maturity of this SPARQS is accelerated in the
                                        manner described in the immediately preceding sentence, no interest on the
                                        amounts payable with respect to this SPARQS shall accrue for the period
                                        from and after such accelerated maturity date; provided that the Issuer has
                                        deposited with the Trustee the Oracle Stock, the


                                                        A-6

<PAGE>


                                        Exchange Property or any cash due with respect to such acceleration.

                                        The Issuer shall, or shall cause the Calculation Agent to, deliver any such
                                        shares of Oracle Stock (or any Exchange Property) and cash in respect of
                                        interest and any fractional shares of Oracle Stock (or any Exchange
                                        Property) and cash otherwise due upon any acceleration described above to
                                        the Trustee for delivery to the holder. References to payment "per SPARQS"
                                        refer to each $      principal amount of this SPARQS.

                                        If this SPARQS is not surrendered for exchange at maturity, it shall be
                                        deemed to be no longer Outstanding under, and as defined in, the Senior
                                        Indenture, except with respect to the holder's right to receive the Oracle
                                        Stock (and, if applicable, any Exchange Property) due at maturity.

No Fractional Shares.................   Upon delivery of this SPARQS to the Trustee at maturity, the Issuer shall
                                        deliver the aggregate number of shares of Oracle Stock due with respect to
                                        this SPARQS, as described above, but the Issuer shall pay cash in lieu of
                                        delivering any fractional share of Oracle Stock in an amount equal to the
                                        corresponding fractional Market Price of such fraction of a share of Oracle
                                        Stock as determined by the Calculation Agent as of the second scheduled
                                        Trading Day prior to maturity of this SPARQS.

Exchange Ratio.......................   1.0, subject to adjustment for certain corporate events relating to Oracle.
                                             See "Antidilution Adjustments" below.

Market Price.........................   If Oracle Stock (or any other security for which a Market Price must be
                                        determined) is listed on a national securities exchange, is a security of
                                        the Nasdaq National Market or is included in the OTC Bulletin Board Service
                                        ("OTC Bulletin Board") operated by the National Association of Securities
                                        Dealers, Inc. (the "NASD"), the Market Price for one share of Oracle Stock
                                        (or one unit of any such other security) on any Trading Day means (i) the
                                        last reported sale price, regular way, of the principal trading session on
                                        such day on the principal United States securities exchange registered
                                        under the Securities


                                                        A-7

<PAGE>


                                        Exchange Act of 1934, as amended (the "Exchange Act"), on which Oracle
                                        Stock (or any such other security) is listed or admitted to trading or (ii)
                                        if not listed or admitted to trading on any such securities exchange or if
                                        such last reported sale price is not obtainable (even if Oracle Stock (or
                                        any such other security) is listed or admitted to trading on such
                                        securities exchange), the last reported sale price of the principal trading
                                        session on the over-the-counter market as reported on the Nasdaq National
                                        Market or OTC Bulletin Board on such day. If the last reported sale price
                                        of the principal trading session is not available pursuant to clause (i) or
                                        (ii) of the preceding sentence because of a Market Disruption Event or
                                        otherwise, the Market Price for any Trading Day shall be the mean, as
                                        determined by the Calculation Agent, of the bid prices for Oracle Stock (or
                                        any such other security) obtained from as many dealers in such security,
                                        but not exceeding three, as will make such bid prices available to the
                                        Calculation Agent. Bids of Morgan Stanley & Co. Incorporated ("MS & Co.")
                                        or any of its affiliates may be included in the calculation of such mean,
                                        but only to the extent that any such bid is the highest of the bids
                                        obtained. A "security of the Nasdaq National Market" shall include a
                                        security included in any successor to such system, and the term "OTC
                                        Bulletin Board Service" shall include any successor service thereto.

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

Acceleration Event...................   If on any date the product of the Market Price per share of Oracle Stock,
                                        as determined by the Calculation Agent, and the Exchange Ratio is less than
                                        $    , the maturity date of this SPARQS shall be deemed to be accelerated
                                        to such date, and each $            principal amount of this SPARQS shall
                                        be applied by the Issuer as payment for a number of shares of Oracle Stock
                                        at the then current Exchange Ratio. See also "Antidilution Adjustments"
                                        below.


                                                        A-8

<PAGE>


Calculation Agent....................   MS & Co. and its successors.

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

Antidilution Adjustments.............   The Exchange Ratio shall be adjusted as follows:

                                           1. If Oracle Stock is subject to a stock split or reverse stock split,
                                        then once such split has become effective, the Exchange Ratio shall be
                                        adjusted to equal the product of the prior Exchange Ratio and the number of
                                        shares issued in such stock split or reverse stock split with respect to
                                        one share of Oracle Stock.

                                            2. If Oracle Stock is subject (i) to a stock dividend (issuance of
                                        additional shares of Oracle Stock) that is given ratably to all holders of
                                        shares of Oracle Stock or (ii) to a distribution of Oracle Stock as a
                                        result of the triggering of any provision of the corporate charter of
                                        Oracle, then once the dividend has become effective and Oracle Stock is
                                        trading ex-dividend, the Exchange Ratio shall be adjusted so that the new
                                        Exchange Ratio shall equal the prior Exchange Ratio plus the product of (i)
                                        the number of shares issued with respect to one share of Oracle Stock and
                                        (ii) the prior Exchange Ratio.

                                            3. There shall be no adjustments to the Exchange Ratio to reflect cash
                                        dividends or other distributions paid with respect to Oracle Stock other
                                        than distributions described in clauses (i), (iv) and (v) of paragraph 5
                                        below and Extraordinary Dividends as described below. A cash dividend or
                                        other distribution with respect to Oracle Stock shall be deemed to be an
                                        "Extraordinary Dividend" if such dividend or other distribution exceeds the
                                        immediately preceding non-Extraordinary Dividend for Oracle Stock by an
                                        amount equal to at least 10% of the Market Price of Oracle Stock (as
                                        adjusted for any subsequent corporate event requiring an adjustment
                                        hereunder, such as a stock split or reverse stock split) on the Trading Day
                                        preceding the ex-dividend date for the payment of such Extraordinary
                                        Dividend (the "ex-dividend date"). If an Extraordinary Dividend occurs


                                                        A-9
<PAGE>


                                        with respect to Oracle Stock, the Exchange Ratio with respect to Oracle
                                        Stock shall be adjusted on the ex- dividend date with respect to such
                                        Extraordinary Dividend so that the new Exchange Ratio shall equal the
                                        product of (i) the then current Exchange Ratio and (ii) a fraction, the
                                        numerator of which is the Market Price on the Trading Day preceding the
                                        ex-dividend date, and the denominator of which is the amount by which the
                                        Market Price on the Trading Day preceding the ex-dividend date exceeds the
                                        Extraordinary Dividend Amount. The "Extraordinary Dividend Amount" with
                                        respect to an Extraordinary Dividend for Oracle Stock shall equal (i) in
                                        the case of cash dividends or other distributions that constitute regular
                                        dividends, the amount per share of such Extraordinary Dividend minus the
                                        amount per share of the immediately preceding non-Extraordinary Dividend
                                        for Oracle Stock or (ii) in the case of cash dividends or other
                                        distributions that do not constitute regular dividends, the amount per
                                        share of such Extraordinary Dividend. To the extent an Extraordinary
                                        Dividend is not paid in cash, the value of the non-cash component shall be
                                        determined by the Calculation Agent, whose determination shall be
                                        conclusive. A distribution on Oracle Stock described in clause (i), (iv) or
                                        (v) of paragraph 5 below that also constitutes an Extraordinary Dividend
                                        shall cause an adjustment to the Exchange Ratio pursuant only to clause
                                        (i), (iv) or (v) of paragraph 5, as applicable.

                                            4. If Oracle issues rights or warrants to all holders of Oracle Stock
                                        to subscribe for or purchase Oracle Stock at an exercise price per share
                                        less than the Market Price of Oracle Stock on both (i) the date the
                                        exercise price of such rights or warrants is determined and (ii) the
                                        expiration date of such rights or warrants, and if the expiration date of
                                        such rights or warrants precedes the maturity of this SPARQS, then the
                                        Exchange Ratio shall be adjusted to equal the product of the prior Exchange
                                        Ratio and a fraction, the numerator of which shall be the number of shares
                                        of Oracle Stock outstanding immediately prior to the issuance of such
                                        rights or warrants plus the number of additional shares of Oracle Stock
                                        offered for subscription or purchase pursuant to


                                                        A-10

<PAGE>


                                        such rights or warrants and the denominator of which shall be the number of
                                        shares of Oracle Stock outstanding immediately prior to the issuance of
                                        such rights or warrants plus the number of additional shares of Oracle
                                        Stock which the aggregate offering price of the total number of shares of
                                        Oracle Stock so offered for subscription or purchase pursuant to such
                                        rights or warrants would purchase at the Market Price on the expiration
                                        date of such rights or warrants, which shall be determined by multiplying
                                        such total number of shares offered by the exercise price of such rights or
                                        warrants and dividing the product so obtained by such Market Price.

                                           5. If (i) there occurs any reclassification or change of Oracle Stock,
                                        including, without limitation, as a result of the issuance of any tracking
                                        stock by Oracle, (ii) Oracle or any surviving entity or subsequent
                                        surviving entity of Oracle (an "Oracle Successor") has been subject to a
                                        merger, combination or consolidation and is not the surviving entity, (iii)
                                        any statutory exchange of securities of Oracle or any Oracle Successor with
                                        another corporation occurs (other than pursuant to clause (ii) above), (iv)
                                        Oracle is liquidated, (v) Oracle issues to all of its shareholders equity
                                        securities of an issuer other than Oracle (other than in a transaction
                                        described in clause (ii), (iii) or (iv) above) (a "Spin-off Event") or (vi)
                                        a tender or exchange offer or going-private transaction is consummated for
                                        all the outstanding shares of Oracle Stock (any such event in clauses (i)
                                        through (vi), a "Reorganization Event"), the method of determining the
                                        amount payable upon exchange at maturity for this SPARQS shall be adjusted
                                        to provide that the holder of this SPARQS shall be entitled to receive at
                                        maturity, in respect of each $            principal amount of this SPARQS,
                                        securities, cash or any other assets distributed to holders of Oracle Stock
                                        in or as a result of any such Reorganization Event, including (i) in the
                                        case of the issuance of tracking stock, the reclassified share of Oracle
                                        Stock, (ii) in the case of a Spin-off Event, the share of Oracle Stock with
                                        respect to which the spun-off security was issued, and (iii) in the case of
                                        any other Reorganization Event where Oracle Stock continues to be held by
                                        the holders receiving such distribution, the Oracle


                                                       A-11

<PAGE>


                                        Stock (collectively, the "Exchange Property"), in an amount with a value
                                        equal to the amount of Exchange Property delivered with respect to a number
                                        of shares of Oracle Stock equal to the Exchange Ratio at the time of the
                                        Reorganization Event. Notwithstanding the above, if the Exchange Property
                                        received in any such Reorganization Event consists only of cash, the
                                        maturity date of this SPARQS shall be deemed to be accelerated to the date
                                        on which such cash is distributed to holders of Oracle Stock and the holder
                                        of this SPARQS shall receive in lieu of any Oracle Stock and as liquidated
                                        damages in full satisfaction of the Issuer's obligations under this SPARQS
                                        the product of (i) the amount of cash received per share of Oracle Stock
                                        and (ii) the then current Exchange Ratio. If Exchange Property consists of
                                        more than one type of property, the holder of this SPARQS shall receive at
                                        maturity a pro rata share of each such type of Exchange Property. If
                                        Exchange Property includes a cash component, the holder of this SPARQS will
                                        not receive any interest accrued on such cash component. In the event
                                        Exchange Property consists of securities, those securities shall, in turn,
                                        be subject to the antidilution adjustments set forth in paragraphs 1
                                        through 5.

                                        For purposes of paragraph 5 above, in the case of a consummated tender or
                                        exchange offer or going-private transaction involving Exchange Property of
                                        a particular type, Exchange Property shall be deemed to include the amount
                                        of cash or other property paid by the offeror in the tender or exchange
                                        offer with respect to such Exchange Property (in an amount determined on
                                        the basis of the rate of exchange in such tender or exchange offer or
                                        going- private transaction). In the event of a tender or exchange offer or
                                        a going-private transaction with respect to Exchange Property in which an
                                        offeree may elect to receive cash or other property, Exchange Property
                                        shall be deemed to include the kind and amount of cash and other property
                                        received by offerees who elect to receive cash.

                                        No adjustments to the Exchange Ratio shall be required unless such
                                        adjustment would require a change of at least 0.1% in the Exchange Ratio
                                        then in effect. The Exchange Ratio resulting from any of the adjustments
                                        specified above will be rounded to the nearest one hundred-thousandth,


                                                       A-12
<PAGE>


                                        with five one-millionths rounded upward. With respect to the Maturity Date,
                                        adjustments to the Exchange Ratio will be made through the close of
                                        business on the second scheduled Trading Day prior to the Maturity Date.

                                        No adjustments to the Exchange Ratio or method of calculating the Exchange
                                        Ratio shall be made other than those specified above. The adjustments
                                        specified above do not cover all events that could affect the Market Price
                                        of Oracle Stock, including, without limitation, a partial tender or
                                        exchange offer for Oracle Stock.

                                        The Calculation Agent shall be solely responsible for the determination and
                                        calculation of any adjustments to the Exchange Ratio or method of
                                        calculating the Exchange Ratio and of any related determinations and
                                        calculations with respect to any distributions of stock, other securities
                                        or other property or assets (including cash) in connection with any
                                        corporate event described in paragraph 5 above, and its determinations and
                                        calculations with respect thereto shall be conclusive in the absence of
                                        manifest error.

                                        The Calculation Agent shall provide information as to any adjustments to
                                        the Exchange Ratio or to the method of calculating the amount payable upon
                                        exchange at maturity of the SPARQS in accordance with paragraph 5 above
                                        upon written request by any holder of this SPARQS.

Market Disruption Event..............   "Market Disruption Event" means, with respect to Oracle Stock (and any other
                                        security that may be included as Exchange Property):

                                           (i) a suspension, absence or material limitation of trading of Oracle Stock
                                           (or any such other security) on the primary market for Oracle Stock (or any
                                           such other security) for more than two hours of trading or during the
                                           one-half hour period preceding the close of the principal trading session
                                           in such market; or a breakdown or failure in the price and trade reporting
                                           systems of the primary market for Oracle Stock (or any such other security)
                                           as a result of which the reported trading prices for Oracle Stock (or any
                                           such


                                                       A-13

<PAGE>


                                           other security) during the last one-half hour preceding the close of the
                                           principal trading session in such market are materially inaccurate; or the
                                           suspension, absence or material limitation of trading on the primary market
                                           for trading in options contracts related to Oracle Stock (or any such other
                                           security), if available, during the one-half hour period preceding the
                                           close of the principal trading session in the applicable market, in each
                                           case as determined by the Calculation Agent in its sole discretion; and

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

                                        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, (2) a decision to
                                        permanently discontinue trading in the relevant options contract shall not
                                        constitute a Market Disruption Event, (3) limitations pursuant to NYSE Rule
                                        80A (or any applicable rule or regulation enacted or promulgated by the
                                        NYSE, any other self-regulatory organization or the Securities and Exchange
                                        Commission 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 options contracts on Oracle Stock (or any such
                                        other security) by the primary securities market trading in such options,
                                        if available, by reason of (x) a price change exceeding limits set by such
                                        securities exchange or market, (y) an imbalance of orders relating to such
                                        contracts or (z) a disparity in bid and ask quotes relating to such
                                        contracts shall constitute a suspension, absence or material limitation of
                                        trading in options contracts related to Oracle Stock (or any such other
                                        security) and (5) a suspension, absence or material limitation of trading
                                        on the primary securities market on which options contracts


                                                       A-14

<PAGE>


                                        related to Oracle Stock (or any such other security) are traded shall not
                                        include any time when such securities market is itself closed for trading
                                        under ordinary circumstances.

Alternate Exchange Calculation
in Case of an Event of Default.......   In case an event of default with respect to the SPARQS shall have occurred
                                        and be continuing, the amount declared due and payable per each $
                                        principal amount of this SPARQS upon any acceleration of this SPARQS shall
                                        be determined by the Calculation Agent and shall be an amount in cash equal
                                        to the product of (i) the Market Price of Oracle Stock as of the date of
                                        such acceleration and (ii) the then current Exchange Ratio; provided that
                                        if the Issuer has called the SPARQS in accordance with the MSDW Call Right,
                                        the amount declared due and payable upon any such acceleration shall be an
                                        amount in cash for each $         principal amount of the SPARQS equal to
                                        the Call Price calculated as though the date of acceleration were the Call
                                        Date, plus accrued but unpaid interest to but excluding the date of
                                        acceleration.

Treatment of SPARQS for
United States Federal
Income Tax Purposes..................   The Issuer, by its sale of this SPARQS, and the holder of this SPARQS (and
                                        any successor holder of this SPARQS), by its respective purchase hereof,
                                        agree (in the absence of an administrative determination or judicial ruling
                                        to the contrary) to characterize each $         principal amount of this
                                        SPARQS for all tax purposes as an investment unit consisting of (A) a
                                        terminable contract (the "Terminable Forward Contract") that (i) requires
                                        the holder of this SPARQS (subject to the MSDW Call Right) to purchase, and
                                        the Issuer to sell, for an amount equal to $         (the "Forward Price"),
                                        Oracle Stock at maturity and (ii) allows the Issuer, upon exercise of the
                                        MSDW Call Right, to terminate the Terminable Forward Contract by returning
                                        to such holder the Deposit (as defined below) and paying to such holder an
                                        amount of cash equal to the difference between the Deposit and the Call
                                        Price and (B) a deposit with the Issuer of a fixed amount of cash, equal to
                                        the issue price per each $      principal amount of this SPARQS, to secure
                                        the holder's


                                                       A-15

<PAGE>


                                        obligation to purchase Oracle Stock pursuant to the Terminable Forward
                                        Contract (the "Deposit"), which Deposit bears an annual yield of   % per
                                        annum.













                                                       A-16
</TABLE>

<PAGE>


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

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

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


                                      A-17

<PAGE>


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

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

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

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


                                      A-18

<PAGE>


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-19

<PAGE>


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


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



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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
  as Trustee


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





                                      A-20

<PAGE>


                              REVERSE OF SECURITY

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

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

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

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest


                                      A-21

<PAGE>


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 days prior to the
date of repayment, (i) this Note with the form entitled "Option to
Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or a trust company in the United States
setting forth the name of the holder of this Note, the principal
amount hereof, the certificate number of this Note or a description of
this Note's tenor and terms, the principal amount hereof to be repaid,
a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received
by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of
such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes
for the amount of the unpaid portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

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

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

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

     This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate


                                      A-22

<PAGE>


in The City of New York for cable transfers of such Specified Currency
published by the Federal Reserve Bank of New York (the "Market Exchange Rate")
on the Business Day immediately preceding the date of issuance.

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

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

     The Senior Indenture provides that (a) if an Event of Default (as defined
in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Medium-Term Notes of which
this Note forms a part, or due to the default in the performance or breach of
any other covenant or warranty of the Issuer applicable to the debt securities
of such series but not


                                      A-23

<PAGE>


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

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

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," this Note may be redeemed, as a whole, at
the option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100% of
the principal amount hereof, together with accrued interest to the date fixed
for redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption) (the "Amortized
Amount")), if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of
the United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any


                                      A-24

<PAGE>


change in official position regarding the application or interpretation of such
laws, regulations or rulings, which change or amendment becomes effective on or
after the Initial Offering Date hereof, the Issuer has or will become obligated
to pay Additional Amounts (as defined below) with respect to this Note as
described below. Prior to the giving of any Notice of redemption pursuant to
this paragraph, the Issuer shall deliver to the Trustee (i) a certificate
stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the
Issuer to so redeem have occurred, and (ii) an opinion of independent counsel
satisfactory to the Trustee to such effect based on such statement of facts;
provided that no such notice of redemption shall be given earlier than 60 days
prior to the earliest date on which the Issuer would be obligated to pay such
Additional Amounts if a payment in respect of this Note were then due.

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

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

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

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

          (c) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United


                                      A-25

<PAGE>


     States or as a corporation which accumulates earnings to avoid United
     States federal income tax or as a private foundation or other tax-exempt
     organization;

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

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

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

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

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

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

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


                                      A-26

<PAGE>


with the terms thereof), or impair or affect the rights of any holder to
institute suit for the payment thereof without the consent of the holder of
each debt security so affected or (b) reduce the aforesaid percentage in
principal amount of debt securities the consent of the holders of which is
required for any such supplemental indenture.

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

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

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

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


                                     A-27

<PAGE>


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.

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

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

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

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

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

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


                                      A-28

<PAGE>


     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-29

<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-30

<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-31

<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-32