FORM OF FIXED RATE SENIOR NOTE

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




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














 MORGAN STANLEY

  SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES
  F

  (Fixed Rate)

 STOCK PARTICIPATION ACCRETING

  REDEMPTION QUARTERLY-PAY SECURITIESSM (“SPARQS”)

 10% SPARQS® DUE
      JANUARY 20, 2008

  MANDATORILY EXCHANGEABLE

  FOR SHARES OF COMMON STOCK OF

  CIRCUIT CITY, INC.

 

	 ORIGINAL
          ISSUE DATE:
	 INITIAL
          REDEMPTION DATE: See “Morgan Stanley Call Right” below.
	INTEREST
          RATE: 10% per annum
	 MATURITY
          DATE: See “Maturity Date” below.

	 INTEREST
          ACCRUAL DATE:
	 INITIAL
          REDEMPTION PERCENTAGE: See “Morgan Stanley Call Right” and “Call
          Price” below.
	INTEREST
          PAYMENT DATE(S): See “Interest Payment Dates” below.
	 OPTIONAL
          REPAYMENT DATE(S): N/A

	 SPECIFIED
          CURRENCY: U.S. dollars
	 ANNUAL
          REDEMPTION PERCENTAGE REDUCTION: N/A
	 INTEREST
          PAYMENT PERIOD: Quarterly
	APPLICABILITY
          OF MODIFIED PAYMENT UPON ACCELERATION
          OR REDEMPTION: See “Alternate Exchange Calculation in Case of an Event
          of Default” below.

	 IF
          SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION
          TO ELECT PAYMENT IN U.S. DOLLARS: N/A
	 REDEMPTION
          NOTICE PERIOD: At least 10 days but no more than 30 days. See “Morgan
          Stanley Call Right” and “Morgan Stanley Notice Date” below. 
	 APPLICABILITY
          OF ANNUAL INTEREST PAYMENTS: N/A
	 If
          yes, state Issue Price: N/A

	 EXCHANGE
          RATE AGENT: N/A
	 TAX
          REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS:
          NO
	 PRICE
          APPLICABLE UPON OPTIONAL REPAYMENT: N/A 
	ORIGINAL
          YIELD TO MATURITY: N/A

	 OTHER
          PROVISIONS: See below.
	 IF
          YES, STATE INITIAL OFFERING DATE: N/A
	 	 


 

 2














	Stated Principal Amount	 	$         per
        SPARQS
	 	 	 
	Underlying Company	 	Circuit City, Inc. (“CC”)
	 	 	 
	 Underlying Stock Pricing Date

      Issue Price
	 	 The common stock of CC

      $         per
          each Stated Principal Amount of this SPARQS

	 	 	 
	Denominations
	 	$         and
          integral multiples thereof

	 	 	 
	Acceleration Trigger Price 	 	The product of $         and
        the Exchange Ratio 
	 	 	 
	Exchange Ratio
	 	        ,
          subject to adjustment for corporate events relating to the Underlying Stock
          described under “Antidilution Adjustments” below.

	 	 	 
	Yield to Call
	 	        %
          per annum



	 	 	 
	First Call Date

      Maturity Date
	 	July 20, 2007

      January 20, 2008, subject to acceleration as described
          below in “Price Event Acceleration” and “Alternate Exchange
          Calculation in Case of an Event of Default” and subject to extension
          if the Final Call Notice Date is postponed in accordance with the definition
          thereof. If the Final Call Notice Date is postponed because it is not a
          Trading Day or due to a Market Disruption Event or otherwise and the Issuer
          exercises the Morgan Stanley Call Right, the scheduled Maturity Date shall
          be postponed so that the Maturity Date will be the tenth calendar day following
          the Final Call Notice Date. See “Final Call Notice Date” below.

      In the event that the Final Call Notice Date is
          postponed because it is not a Trading Day or due to a Market Disruption
          Event or otherwise, the Issuer shall give notice of such postponement as
          promptly as possible, and in no case later than two Business Days following
          the scheduled Final Call Notice Date, (i) to the holder of this SPARQS
          by mailing notice of such postponement by first class mail, postage prepaid,
          to the holder’s last address as it shall appear upon the





 3














	 	 	registry books, (ii) to
          the Trustee by telephone or facsimile confirmed by mailing such notice
          to the Trustee by first class mail, postage prepaid, at its New York office
          and (iii) to The Depository Trust Company (the “Depositary”)
          by telephone or facsimile confirmed by mailing such notice to the Depositary
          by first class mail, postage prepaid. Any notice that is mailed in the
          manner herein provided shall be conclusively presumed to have been duly
          given, whether or not the holder of this SPARQS receives the notice. Notice
          of the date to which the Maturity Date has been rescheduled as a result
          of postponement of the Final Call Notice Date, if applicable, shall be
          included in the Issuer’s notice of exercise of the Morgan Stanley
          Call Right.

	 	 	 
	Interest Payment Dates
	 	April 20, 2007, July 20,
          2007, October 20, 2007 and the Maturity Date.

      If the scheduled Maturity Date is postponed due
          to a Market Disruption Event or otherwise, the Issuer shall pay interest
          on the Maturity Date as postponed rather than on the scheduled Maturity
          Date, but no interest will accrue on this SPARQS or on such payment during
          the period from or after the scheduled Maturity Date.

	 	 	 
	Record Date
	 	Notwithstanding the definition
          of “Record Date” on page 25 hereof, the Record Date for each
          Interest Payment Date, including the Interest Payment Date scheduled to
          occur on the Maturity Date, shall be the date 5 calendar days prior to
          such scheduled Interest Payment Date, whether or not that date is a Business
          Day; provided, however,
          that in the event that the Issuer exercises the Morgan Stanley Call Right,
          no Interest Payment Date shall occur after the Morgan Stanley Notice Date,
          except for any Interest Payment Date for which the Morgan Stanley 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-





 4














		 	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 Morgan
          Stanley Call Right and the Morgan Stanley 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 the Trustee and to the Depositary, in each case in the manner
          and at the time described in the second and third paragraphs under “Morgan
          Stanley Call Right” below, that no Interest Payment Date will occur
          after such Morgan Stanley Notice Date.

	 	 	 
	Morgan Stanley Call Right
	 	On any scheduled Trading
          Day on or after the First Call Date or on the Maturity Date (including
          the Maturity Date as it may be extended and regardless of whether the Maturity
          Date is a Trading Day), the Issuer may call the SPARQS, in whole but not
          in part, for mandatory exchange for the Call Price paid in cash (together
          with accrued but unpaid interest) on the Call Date.

      On the Morgan Stanley Notice Date, the Issuer
          shall give notice of the Issuer’s exercise of the Morgan Stanley Call
          Right (i) to the holder of this SPARQS by mailing notice of such exercise,
          specifying the Call Date on which the Issuer shall effect such exchange,
          by first class mail, postage prepaid, to the holder’s last address
          as it shall appear upon the registry books, (ii) to the Trustee by telephone
          or facsimile confirmed by mailing such notice to the Trustee by first class
          mail, postage prepaid, at its New York office and (iii) to the Depositary
          in accordance with the applicable procedures set forth in the Blanket Letter
          of Representations prepared by the Issuer. 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





 5














		 	the Morgan Stanley Call
          Right with respect to any other SPARQS.

      The notice of the Issuer’s exercise of the
          Morgan Stanley 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 Morgan Stanley 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, (vii) that such exchange
          is pursuant to the Morgan Stanley Call Right and (viii) if applicable,
          the date to which the Maturity Date has been extended due to a Market Disruption
          Event as described under “Maturity Date” above.

      The notice of the Issuer’s exercise of the
          Morgan Stanley 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 Morgan Stanley Call Right, upon delivery of this SPARQS
          to the Trustee. The Issuer shall, or shall cause the Calculation Agent
          to, deliver such cash to the Trustee for delivery to the holder 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 after the Call Date, except with
          respect to the holder’s right to receive cash due in connection with
          the Morgan Stanley Call Right.





 6














	Morgan Stanley Notice Date
	 	The scheduled Trading Day
          on which the Issuer issues its notice of mandatory exchange, which must
          be at least 10 but not more than 30 calendar days prior to the Call Date.

	 	 	 
	Final Call Notice Date
	 	January 10, 2008; provided that
          if such date is not a Trading Day or if a Market Disruption Event occurs
          on such day, the Final Call Notice Date will be the immediately succeeding
          Trading Day on which no Market Disruption Event occurs.

	 	 	 
	Call Date
	 	The day specified in the
          Issuer’s notice of mandatory exchange, on which the Issuer shall deliver
          cash to the holder of this SPARQS, for mandatory exchange, which day may
          be any scheduled Trading Day on or after the First Call Date or the Maturity
          Date (including the Maturity Date as it may be extended and regardless
          of whether the Maturity Date is a scheduled Trading Day). See “Maturity
          Date” above.

	 	 	 
	Call Price
	 	The Call Price with respect
          to any Call Date is an amount of cash per each Stated 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 Stated Principal Amount
          of this SPARQS to and including the Call Date (i.e.,
          the Call Price and all of the interest payments, including accrued and
          unpaid interest payable on the Call Date), discounted to the Original Issue
          Date from the applicable payment date at the Yield to Call rate computed
          on the basis of a 360-day year of twelve 30- day months, equals the Issue
          Price, as determined by the Calculation Agent.

	 	 	 
	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 “Morgan Stanley Call Right” above
          or any acceleration of the SPARQS, upon delivery of this SPARQS to the
          Trustee, each Stated Principal Amount of this SPARQS shall be applied by
          the Issuer as payment for a number of shares of the Underlying Stock at
          the Exchange Ratio, and the Issuer shall deliver with respect to each Stated
          Principal Amount





 7














		 	of this SPARQS an amount
          of the Underlying Stock equal to the Exchange Ratio.

      The amount of Underlying Stock to be delivered
          at maturity shall be subject to any applicable adjustments (i) to the Exchange
          Ratio (including, as applicable, any New Stock Exchange Ratio or any Basket
          Stock Exchange Ratio, each as defined in paragraph 5 under “Antidilution
          Adjustments” below) 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 Underlying 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
          third Trading Day prior to the scheduled Maturity Date.

      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 (but if such Trading Day is not a Business Day,
          prior to the close of business on the Business Day preceding the maturity
          of this SPARQS), of the amount of Underlying Stock (or the amount of Exchange
          Property) or cash to be delivered with respect to each Stated Principal
          Amount of this SPARQS and of the amount of any cash to be paid in lieu
          of any fractional share of the Underlying 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 a Price
          Event Acceleration (as described under “Price Event Acceleration” below)
          or (y) because of an Event of Default Acceleration (as defined under “Alternate
          Exchange Calculation in Case of an Event of Default” below), the Issuer
          shall give notice of such acceleration as promptly as possible, and in
          no case later than (A) in the case of an Event of Default Acceleration,
          two Trading Days following such deemed maturity date or (B) in the case
          of a Price Event Acceleration, 10:30 a.m. on the Trading Day immediately
          prior to the date





 8














		 	of acceleration (as defined
          under “Price Event Acceleration” below), (i) to the holder of
          this SPARQS by mailing notice of such acceleration by first class mail,
          postage prepaid, to the holder’s last address as it shall appear upon
          the registry books, (ii) to the Trustee by telephone or facsimile confirmed
          by mailing such notice to the Trustee by first class mail, postage prepaid,
          at its New York office and (iii) to the Depositary by telephone or facsimile
          confirmed by mailing such notice to the Depositary by first class mail,
          postage prepaid. Any notice that is mailed in the manner herein provided
          shall be conclusively presumed to have been duly given, whether or not
          the holder of this SPARQS receives the notice. If the maturity of this
          SPARQS is accelerated, 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 Underlying Stock, the Exchange
          Property or any cash due with respect to such acceleration by such accelerated
          maturity date.

      The Issuer shall, or shall cause the Calculation
          Agent to, deliver any such shares of the Underlying Stock (or any Exchange
          Property) and cash in respect of interest and any fractional share of the
          Underlying Stock (or any Exchange Property) and cash otherwise due upon
          any acceleration described above to the Trustee for delivery to the holder
          of this Note. References to payment “per SPARQS” refer to each
          Stated 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 Underlying Stock (and, if applicable, any Exchange Property)
          and any cash in respect of interest and any fractional share of the Underlying
          Stock (or any Exchange Property) and any other cash due at maturity as
          described in the preceding paragraph under this heading.





 9














	Price Event Acceleration
	 	If on any two consecutive
          Trading Days during the period prior to and ending on the third Business
          Day immediately preceding the Maturity Date, the product of the Closing
          Price of the Underlying Stock and the Exchange Ratio as of the Original
          Issue Date is less than the Acceleration Trigger Price, the Maturity Date
          of this SPARQS shall be deemed to be accelerated to the third Business
          Day immediately following such second Trading Day (the
        “date of acceleration”). Upon such acceleration, the holder of
        each Stated Principal Amount of this SPARQS shall receive per SPARQS on the
        date of acceleration:

      
        (i) a number of shares of the Underlying Stock
            at the then current Exchange Ratio;

        (ii) accrued but unpaid interest on each Stated
            Principal Amount of this SPARQS to but excluding the date of acceleration;
            and

        (iii) an amount of cash as determined by the
            Calculation Agent equal to the sum of the present values of the remaining
            scheduled payments of interest on each Stated Principal Amount of this
            SPARQS (excluding the amounts included in clause (ii) above) discounted
            to the date of acceleration. The present value of each remaining scheduled
            payment will be based on the comparable yield that the Issuer would pay
            on a non-interest bearing, senior unsecured debt obligation of the Issuer
            having a maturity equal to the term of each such remaining scheduled
            payment, as determined by the Calculation Agent.

      

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





 10














	Closing Price
	 	The Closing Price for one
          share of the Underlying Stock (or one unit of any other security for which
          a Closing Price must be determined) on any Trading Day (as defined below)
          means:



	 	 	 	 
	 	 	•	if the Underlying Stock (or any
          such other security) is listed or admitted
          to trading on a national securities exchange
          (other than The NASDAQ Stock Market LLC (the “NASDAQ”)), the
        last reported sale price, regular way, of
        the principal trading session on such day
        on the principal national securities exchange
        registered under the Securities Exchange
        Act of 1934, as amended (the“Exchange
        Act”), on which the Underlying Stock (or
        any such other security) is listed or admitted to trading,

	 	 	 	 
	 	 	•	if the Underlying Stock (or any
          such other security) is a security of
          the NASDAQ, the official closing price
          published by the NASDAQ on such day, or

	 	 	 	 
	 	 	•	if the Underlying Stock (or any such
        other security) is neither listed or admitted
        to trading on any national securities exchange
        nor a security of the NASDAQ but is included
        in the OTC Bulletin Board Service (the “OTC
        Bulletin Board”) operated by the National
        Association of Securities Dealers, Inc.
        (the “NASD”), the last reported sale price
        of the principal trading session on the OTC Bulletin Board on such day.


	 	 	 
	 	 	If the Underlying Stock
          (or any such other security) is listed or admitted to trading on any national
          securities exchange or is a security of the NASDAQ but the last reported
          sale price or official closing price published by NASDAQ, as applicable,
          is not available pursuant to the preceding sentence, then the Closing Price
          for one share of the Underlying Stock (or one unit of any such other security)
          on any Trading Day shall mean the last reported sale price of the principal
          trading session on the over-the-counter market as reported on the NASDAQ
          or the OTC Bulletin Board on such day. If, because of a Market Disruption
          Event (as defined below) or otherwise, the last reported sale price or
          the





 11














	 	 	official closing price published
          by NASDAQ, as applicable, for the Underlying Stock (or any such other security)
          is not available pursuant to either of the two preceding sentences, then
          the Closing Price for any Trading Day will be the mean, as determined by
          the Calculation Agent, of the bid prices for the Underlying Stock (or any
          such other security) for such Trading Day obtained from as many recognized
          dealers in such security, but not exceeding three, as will make such bid
          prices available to the Calculation Agent. Bids of 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.
          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, LLC (“NYSE”), the American Stock Exchange
          LLC, the NASDAQ, the Chicago Mercantile Exchange, the Chicago Board of
          Options Exchange and in the over-the-counter market for equity securities
          in the United States.

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

      All calculations with respect to the Exchange
          Ratio and Call Price for the SPARQS shall be made by the Calculation Agent
          and shall be rounded to the nearest one hundred-thousandth, with five one-millionths
          rounded upward (e.g.,
          .876545 would be rounded to .87655); all dollar amounts related to the
          Call Price resulting from such calculations shall be rounded to the nearest
          ten-thousandth, with five one hundred-thousandths rounded upward (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 upward.

      All determinations made by the Calculation Agent
          shall be at the sole discretion of the Calculation Agent and shall, in
          the absence of manifest error, be





 12














	 	 	conclusive for all purposes and binding
          on the holder of this SPARQS, the Trustee and the Issuer.

	 	 	 
	Antidilution Adjustments
	 	The Exchange Ratio shall be adjusted
          as follows:

      1. If the Underlying 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 the Underlying Stock.

      2. If the Underlying Stock is subject (i) to a
          stock dividend (issuance of additional shares of the Underlying Stock)
          that is given ratably to all holders of shares of the Underlying Stock
          or (ii) to a distribution of the Underlying Stock as a result of the triggering
          of any provision of the corporate charter of the Underlying Company, then
          once the dividend has become effective and the Underlying 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 the Underlying Stock
          and (ii) the prior Exchange Ratio.

      3. If the Underlying Company issues rights or
          warrants to all holders of the Underlying Stock to subscribe for or purchase
          Underlying Stock at an exercise price per share less than the Closing Price
          of the Underlying 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 the Underlying Stock outstanding
          immediately prior to the issuance of such rights or warrants plus the number
          of additional shares of Underlying Stock offered for subscription or purchase
          pursuant to such rights or warrants and the denominator of which shall
          be the number of shares of

	 	 	 





 13














		 	Underlying Stock outstanding
          immediately prior to the issuance of such rights or warrants plus the number
          of additional shares of Underlying Stock which the aggregate offering price
          of the total number of shares of Underlying Stock so offered for subscription
          or purchase pursuant to such rights or warrants would purchase at the Closing
          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 Closing Price.

      4. There shall be no adjustments to the Exchange
          Ratio to reflect cash dividends or other distributions paid with respect
          to the Underlying Stock other than distributions described in paragraph
          2, paragraph 3 and clauses (i), (iv) and (v) of the first sentence of paragraph
          5 and Extraordinary Dividends as described below. A cash dividend or other
          distribution with respect to the Underlying Stock shall be deemed to be
          an “Extraordinary Dividend” if such cash dividend or distribution
          exceeds the immediately preceding non-Extraordinary Dividend for the Underlying
          Stock by an amount equal to at least 10% of the Closing Price of the Underlying
          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 (that is, the day on and after which
          transactions in the Underlying Stock on the primary U.S. organized securities
          exchange or trading system on which the Underlying Stock is traded or trading
          system no longer carry the right to receive that cash dividend or that
          cash distribution) for the payment of such Extraordinary Dividend (such
          closing price, the “Base Closing
          Price”). Subject to the following
          sentence, if an Extraordinary Dividend occurs with respect to the Underlying
          Stock, the Exchange Ratio with respect to the Underlying Stock will 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
          Base Closing Price, and the denominator of which is the





 14














		 	amount by which the Base
          Closing Price exceeds the Extraordinary Dividend Amount. The “Extraordinary
          Dividend Amount” with respect to an Extraordinary Dividend for the
          Underlying 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 the Underlying 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.
          If any Extraordinary Dividend is at least 35% of the Base Closing Price,
          then, instead of adjusting the Exchange Ratio, the amount payable upon
          exchange at maturity shall be determined as described in paragraph 5 below,
          and the Extraordinary Dividend shall be allocated to Reference Basket Stocks
          in accordance with the procedures for a Reference Basket Event as described
          in clause (c)(ii) of paragraph 5 below. The value of the non-cash component
          of an Extraordinary Dividend shall be determined on the ex-dividend date
          for such distribution by the Calculation Agent, whose determination shall
          be conclusive in the absence of manifest error. A distribution on the Underlying
          Stock described in clause (i), (iv) or (v) of the first sentence of paragraph
          5 below shall cause an adjustment to the Exchange Ratio pursuant only to
          clause (i), (iv) or (v) of the first sentence of paragraph 5, as applicable.

      5. Any of the following shall constitute a Reorganization
          Event: (i) the Underlying Stock is reclassified or changed, including,
          without limitation, as a result of the issuance of any tracking stock by
          the Underlying Company, (ii) the Underlying Company has been subject to
          any merger, combination or consolidation and is not the surviving entity,
          (iii) the Underlying Company completes a statutory exchange of securities
          with another corporation (other than pursuant to clause (ii) above), (iv)
          the Underlying Company is liquidated, (v) the Underlying Company issues
          to all of its shareholders equity securities of an issuer other than the
          Underlying Company (other than in a transaction described in clause (ii),
          (iii) or (iv)





 15














		 	above) (a “spinoff
          stock”) or (vi) the Underlying Stock is the subject of a tender or
          exchange offer or going private transaction on all of the outstanding shares.
          If any Reorganization Event occurs, in each case as a result of which the
          holders of the Underlying Stock receive any equity security listed on a
          national securities exchange (a “Marketable Security”), other
          securities or other property, assets or cash (collectively
        “Exchange Property”), the amount payable upon exchange at maturity
        with respect to each Stated Principal Amount of this SPARQS following the
        effective date for such Reorganization Event (or, if applicable, in the case
        of spinoff stock, the ex-dividend date for the distribution of such spinoff
        stock) and any required adjustment to the Exchange Ratio shall be determined
        in accordance with the following:

      
        (a) if the Underlying Stock continues to be
            outstanding, the Underlying Stock (if applicable, as reclassified upon
            the issuance of any tracking stock) at the Exchange Ratio in effect on
            the third Trading Day prior to the scheduled Maturity Date (taking into
            account any adjustments for any distributions described under clause
            (c)(i) below); and

        (b) for each Marketable Security received in
            such Reorganization Event (each a “New Stock”), including the
            issuance of any tracking stock or spinoff stock or the receipt of any
            stock received in exchange for the Underlying Stock, the number of shares
            of the New Stock received with respect to one share of Underlying Stock
            multiplied by the Exchange Ratio for Underlying Stock on the Trading
            Day immediately prior to the effective date of the Reorganization Event
            (the “New Stock Exchange Ratio”), as adjusted to the third
            Trading Day prior to the scheduled Maturity Date (taking into account
            any adjustments for distributions described under clause (c)(i) below);
            and

        (c) for any cash and any other property or securities
            other than Marketable Securities received

      





 16














		 	
        in such Reorganization Event (the “Non-Stock
            Exchange Property”),

        
          (i) if the combined value of the amount of
              Non-Stock Exchange Property received per share of Underlying Stock,
              as determined by the Calculation Agent in its sole discretion on the
              effective date of such Reorganization Event (the “Non-Stock Exchange
              Property Value”), by holders of the Underlying Stock is less than
              25% of the Closing Price of the Underlying Stock on the Trading Day
              immediately prior to the effective date of such Reorganization Event,
              a number of shares of the Underlying Stock, if applicable, and of any
              New Stock received in connection with such Reorganization Event, if
              applicable, in proportion to the relative Closing Prices of the Underlying
              Stock and any such New Stock, and with an aggregate value equal to
              the Non-Stock Exchange Property Value multiplied by the Exchange Ratio
              in effect for the Underlying Stock on the Trading Day immediately prior
              to the effective date of such Reorganization Event, based on such Closing
              Prices, in each case as determined by the Calculation Agent in its
              sole discretion on the effective date of such Reorganization Event;
              and the number of such shares of Underlying Stock or any New Stock
              determined in accordance with this clause (c)(i) shall be added at
              the time of such adjustment to the Exchange Ratio in subparagraph (a)
              above and/or the New Stock Exchange Ratio in subparagraph (b) above,
              as applicable, or

          (ii) if the Non-Stock Exchange Property Value
              is equal to or exceeds 25% of the Closing Price of Underlying Stock
              on the Trading Day immediately prior to the effective date relating
              to such Reorganization Event or, if the Underlying Stock is surrendered
              exclusively for Non-Stock Exchange Property (in each case, a “Reference
              Basket Event”), an initially equal-dollar weighted basket of
              three Reference

        

      

		 	 





 17














	 	 	
        
          Basket Stocks (as defined below) with an aggregate
              value on the effective date of such Reorganization Event equal to the
              Non-Stock Exchange Property Value multiplied by the Exchange Ratio
              in effect for the Underlying Stock on the Trading Day immediately prior
              to the effective date of such Reorganization Event. The “Reference
              Basket Stocks” shall be the three stocks with the largest market
              capitalization among the stocks that then comprise the S&P 500
              Index (or, if publication of such index is discontinued, any successor
              or substitute index selected by the Calculation Agent in its sole discretion)
              with the same primary Standard Industrial Classification Code (“SIC
              Code”) as the Underlying Company; provided,
              however, that a Reference Basket
              Stock shall not include any stock that is subject to a trading restriction
              under the trading restriction policies of Morgan Stanley or any of
              its affiliates that would materially limit the ability of Morgan Stanley
              or any of its affiliates to hedge the SPARQS with respect to such stock
              (a “Hedging Restriction”); provided
              further that if three Reference
              Basket Stocks cannot be identified from the S&P 500 Index by primary
              SIC Code for which a Hedging Restriction does not exist, the remaining
              Reference Basket Stock(s) shall be selected by the Calculation Agent
              from the largest market capitalization stock(s) within the same Division
              and Major Group classification (as defined by the Office of Management
              and Budget) as the primary SIC Code for the Underlying Company. Each
              Reference Basket Stock shall be assigned a Basket Stock Exchange Ratio
              equal to the number of shares of such Reference Basket Stock with a
              Closing Price on the effective date of such Reorganization Event equal
              to the product of (a) the Non-Stock Exchange Property Value, (b) the
              Exchange Ratio in effect for the Underlying Stock on the Trading Day
              immediately prior to the effective

        

      





 18














		 	
        
          date of such Reorganization Event and (c)
              0.3333333.

        

      

      Following the allocation of any Extraordinary
          Dividend to Reference Basket Stocks pursuant to paragraph 4 above or any
          Reorganization Event described in this paragraph 5, the amount payable
          upon exchange at maturity with respect to each Stated Principal Amount
          of this SPARQS shall be the sum of:



	 	 	 
	 	(x)      	if applicable, the Underlying Stock at
        the Exchange Ratio then in effect; and 
	 
	 	(y)      	if applicable, for each New Stock, such
        New Stock at the New Stock Exchange Ratio then in effect for such New Stock;
        and 
	 
	 	(z)      	if applicable, for each Reference Basket
        Stock, such Reference Basket Stock at the Basket Stock Exchange Ratio then
        in effect for such Reference Basket Stock. 
	 


		 	In each case, the applicable
          Exchange Ratio (including for this purpose, any New Stock Exchange Ratio
          or Basket Stock Exchange Ratio) shall be determined by the Calculation
          Agent on the third Trading Day prior to the scheduled Maturity Date.

      For purposes of paragraph 5 above, in the case
          of a consummated tender or exchange offer or going- private transaction
          involving consideration of particular types, Exchange Property shall be
          deemed to include the amount of cash or other property delivered by the
          offeror in the tender or exchange offer (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.





 19














		 	Following the occurrence
          of any Reorganization Event referred to in paragraphs 4 or 5 above, (i)
          references to “Underlying Stock” under “No Fractional Shares,” “Closing
          Price” and “Market Disruption Event” shall be deemed to
          also refer to any New Stock or Reference Basket Stock, and (ii) all other
          references in this SPARQS to “Underlying Stock” shall be deemed
          to refer to the Exchange Property into which this SPARQS is thereafter
          exchangeable and references to a “share” or “shares” of
          Underlying Stock shall be deemed to refer to the applicable unit or units
          of such Exchange Property, including any New Stock or Reference Basket
          Stock, unless the context otherwise requires. The New Stock Exchange Ratio(s)
          or Basket Stock Exchange Ratios resulting from any Reorganization Event
          described in paragraph 5 above or similar adjustment under paragraph 4
          above shall be subject to the adjustments set forth in paragraphs 1 through
          5 hereof.

      If a Reference Basket Event occurs, the Issuer
          shall, or shall cause the Calculation Agent to, provide written notice
          to the Trustee at its New York office, on which notice the Trustee may
          conclusively rely, and to DTC of the occurrence of such Reference Basket
          Event and of the three Reference Basket Stocks selected as promptly as
          possible and in no event later than five Business Days after the date of
          the Reference Basket Event.

      No adjustment to any Exchange Ratio (including
          for this purpose, any New Stock Exchange Ratio or Basket Stock 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, with five one-millionths rounded upward.
          Adjustments to the Exchange Ratios will be made up to the close of business
          on the third Trading Day prior to the scheduled Maturity Date.





 20














		 	No adjustments to the Exchange
          Ratio or method of calculating the Exchange Ratio shall be made other than
          those specified above.

      The Calculation Agent shall be solely responsible
          for the determination and calculation of any adjustments to the Exchange
          Ratio, any New Stock Exchange Ratio or Basket Stock Exchange Ratio or method
          of calculating the Exchange Property Value 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 paragraphs 1 through 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 made pursuant
          to paragraph 5 above, upon written request by the holder of this SPARQS.

	 	 	 
	Market Disruption Event
	 	Market Disruption Event
          means, with respect to the Underlying Stock:

      
        (i) a suspension, absence or material limitation
            of trading of the Underlying Stock on the primary market for the Underlying
            Stock 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 the Underlying Stock as a result of which the
            reported trading prices for the Underlying Stock 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 the Underlying Stock, if available, during the one-half hour period
            preceding the close of the principal trading session

      





 21














		 	
        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 this issuance of 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 the Underlying
          Stock 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 the Underlying Stock and (5) a suspension, absence
          or material limitation of trading on the primary securities market on which
          options contracts related to the Underlying Stock are traded shall not
          include any time when such securities market is itself closed for trading
          under ordinary circumstances.





 22














	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 Stated Principal Amount of this SPARQS
          upon any acceleration of this SPARQS (an “Event of Default Acceleration”)
          shall be determined by the Calculation Agent and shall be an amount in
          cash equal to the lesser of (i) the product of (x) the Closing Price of
          the Underlying Stock (and/or the value of any Exchange Property) as of
          the date of such acceleration and (y) the then current Exchange Ratio and
          (ii) the Call Price calculated as though the date of acceleration were
          the Call Date (but in no event less than the Call Price for the first Call
          Date), in each case plus accrued but unpaid interest to but excluding the
          date of acceleration; provided that
          if the Issuer has called the SPARQS in accordance with the Morgan Stanley
          Call Right, the amount declared due and payable upon any such acceleration
          shall be an amount in cash for each Stated Principal Amount of this SPARQS
          equal to the Call Price for the Call Date specified in the Issuer’s
          notice of mandatory exchange, plus accrued but unpaid interest to but excluding
          the date of acceleration.

	 	 	 




 23














      Morgan Stanley,
    a Delaware corporation (together with its successors and assigns, the “Issuer”),
    for value received, hereby promises to pay to CEDE & CO., or registered assignees,
    the amount of Underlying 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,

 24














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

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

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

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

 25














 date from three recognized foreign exchange
    dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate
    Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of
    the Specified Currency for U.S. dollars for settlement on such payment date in
    the amount of the Specified Currency payable in the absence of such an election
    to such holder and at which the applicable dealer commits to execute a contract.
    If such bid quotations are not 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.

 26














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

	DATED: 	MORGAN STANLEY 
	 	 	 	 	 
	 	 	By:	 
	 	 	 	

	 	 	 	Name:	 
	 	 	 	Title:	 


 

	TRUSTEE’S CERTIFICATE 
	      OF
        AUTHENTICATION 
	 
	This is one of the Notes
        referred 
	      to
        in the within-mentioned 
	      Senior
        Indenture. 
	 



  	THE BANK OF NEW YORK, as 
	         Trustee 
	 	 	 
	By:	  
	 	

	 	Authorized
          Signatory 








 27














 REVERSE OF SECURITY

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

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

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

 28














 part only, a new Note or Notes for the
    amount of the unredeemed portion hereof shall be issued in the name of the holder
    hereof upon the cancellation hereof.

      If so indicated
    on the face of this Note, this Note will be subject to repayment at the option
    of the holder on the Optional Repayment Date or Dates specified on the face hereof
    on the terms set forth herein. On any Optional Repayment Date, this Note will
    be repayable in whole or in part in increments of $1,000 or, if this Note
    is denominated in a Specified Currency other than U.S. dollars, in increments
    of 1,000 units of such Specified Currency (provided that any remaining principal
    amount hereof shall not be less than the minimum authorized denomination hereof)
    at the option of the holder hereof at a price equal to 100% of the principal
    amount to be repaid, together with interest accrued and unpaid hereon to the
    date of repayment, provided that
    if the face hereof indicates that this Note is subject to “Modified Payment
    upon Acceleration or Redemption”, the amount of principal payable upon repayment
    will be limited to the aggregate principal amount hereof multiplied by the sum
    of the Issue Price specified on the face hereof (expressed as a percentage of
    the aggregate principal amount) plus the original issue discount accrued from
    the Interest Accrual Date to the date of repayment (expressed as a percentage
    of the aggregate principal amount), with the amount of original issue discount
    accrued being calculated using a constant yield method (as described below).
    For this Note to be repaid at the option of the holder hereof, the Paying Agent
    must receive at its corporate trust office in the Borough of Manhattan, The City
    of New York, at least 15 but not more than 30 calendar days prior to the date
    of repayment, (i) this Note with the form entitled “Option to Elect Repayment” below
    duly completed or (ii) a telegram, telex, facsimile transmission or a letter
    from a member of a national securities exchange or the National Association of
    Securities Dealers, Inc. or a commercial bank or a trust company in the United
    States setting forth the name of the holder of this Note, the principal amount
    hereof, the certificate number of this Note or a description of this Note’s
    tenor and terms, the principal amount hereof to be repaid, a statement that the
    option to elect repayment is being exercised thereby and a guarantee that this
    Note, together with the form entitled “Option to Elect Repayment”
  duly completed, will be received by the Paying Agent not later than the fifth Business
  Day after the date of such telegram, telex, facsimile transmission or letter; provided,
  that such telegram, telex, facsimile transmission or letter shall only be effective
  if this Note and form duly completed are received by the Paying Agent by such fifth
  Business Day. Exercise of such repayment option by the holder hereof shall be irrevocable.
  In the event of repayment of this Note in part only, a new Note or Notes for the
  amount of the unpaid portion hereof shall be issued in the name of the holder hereof
  upon the cancellation hereof.

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

      In the case
    where the Interest Payment Date or the Maturity Date (or any redemption or repayment
    date) does not fall on a Business Day, payment of interest, premium, if any,
    or

 29














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

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

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

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

 30














 to cover any tax or other governmental
    charge in connection therewith. All Notes surrendered for exchange shall be accompanied
    by a written instrument of transfer in form satisfactory to the Issuer and the
    Trustee and executed by the registered holder in person or by the holder’s
    attorney duly authorized in writing. The date of registration of any Note delivered
    upon any exchange or transfer of Notes shall be such that no gain or loss of
    interest results from such exchange or transfer.

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

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

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

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

      If the face
    hereof indicates that this Note is subject to “Tax Redemption and Payment
    of Additional Amounts,” this Note may be redeemed, as a whole, at the option
    of the Issuer at any time prior to maturity, upon the giving of a notice of redemption
    as described below, at a redemption price equal to 100% of the principal amount
    hereof, together with accrued interest to the date fixed for redemption (except
    that if this Note is subject to “Modified Payment upon Acceleration or Redemption,” the
    amount of principal so payable will be limited to the aggregate principal amount
    hereof multiplied by the sum of the Issue Price specified on the face hereof
    (expressed as a percentage of the aggregate principal amount) plus the original
    issue discount accrued from the Interest Accrual Date to the date of redemption
    (expressed as a percentage of the aggregate principal amount), with the amount
    of original issue discount accrued being calculated using a constant yield method
    (as described above)), if the Issuer determines that, as a result of any change
    in or amendment to the laws (including a holding, judgment or as ordered by a
    court of competent jurisdiction), or any regulations or rulings promulgated thereunder,
    of the United States or of any political subdivision or taxing authority thereof
    or therein affecting taxation, or any change in official position regarding the
    application or interpretation of such laws, regulations or rulings, which change
    or amendment occurs, becomes effective or, in the case of a change in official
    position, is announced on or after the Initial Offering Date hereof, the Issuer
    has or will become obligated to pay Additional Amounts, as defined below, with
    respect 

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

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

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

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

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

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

 33














 avoid U.S. federal income tax or as a
    private foundation or other tax-exempt organization or a bank receiving interest
    under Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

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

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

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

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

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

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

      The Senior
    Indenture permits the Issuer and the Trustee, with the consent of the holders
    of not less than a majority in aggregate principal amount of the debt securities
    of all series issued under the Senior Indenture then outstanding and affected
    (voting as one class), to execute supplemental indentures adding any provisions
    to or changing in any manner the rights of the holders of each series so affected; provided that
    the Issuer and the Trustee may not, without the

 34














 consent of the holder of each outstanding
    debt security affected thereby, (a) extend the final maturity of any such debt
    security, or reduce the principal amount thereof, or reduce the rate or extend
    the time of payment of interest thereon, or reduce any amount payable on redemption
    thereof, or change the currency of payment thereof, or modify or amend the provisions
    for conversion of any currency into any other currency, or modify or amend the
    provisions for conversion or exchange of the debt security for securities of
    the Issuer or other entities or for other property or the cash value of the property
    (other than as provided in the antidilution provisions or other similar adjustment
    provisions of the debt securities or otherwise in accordance with the terms thereof),
    or impair or affect the rights of any holder to institute suit for the payment
    thereof or (b) reduce the aforesaid percentage in principal amount of debt securities
    the consent of the holders of which is required for any such supplemental indenture.

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

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

 35














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

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

      With respect
    to moneys paid by the Issuer and held by the Trustee or any Paying Agent for
    payment of the principal of or interest or premium, if any, on any Notes that
    remain unclaimed at the end of two years after such principal, interest or premium
    shall have become due and payable (whether at maturity or upon call for redemption
    or otherwise), (i) the Trustee or such Paying Agent shall notify the holders
    of such Notes that such moneys shall be repaid to the Issuer and any person claiming
    such moneys shall thereafter look only to the Issuer for payment thereof and
    (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability
    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,

 36














 whether by virtue of any constitution,
    statute or rule of law or by the enforcement of any assessment or penalty or
    otherwise, all such liability being, by the acceptance hereof and as part of
    the consideration for the issue hereof, expressly waived and released.

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

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

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

 37














 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.


	 	 	 	 
	 	 	 
	 
				


 

 38














      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.


 39














 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.


 40