FIXED RATE SENIOR NOTE

REGISTERED                                               REGISTERED
No. FXR                                                  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.




                                      A-1
<PAGE>


                                 MORGAN STANLEY
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C


                PERFORMANCE LEVERAGED UPSIDE SECURITIES ("PLUS")

                             PLUS DUE JUNE 30, 2009
                            MANDATORILY EXCHANGEABLE
                     FOR AN AMOUNT PAYABLE IN U.S. DOLLARS
                   BASED ON THE VALUE OF THE NIKKEI 225 INDEX


<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE: None          MATURITY DATE:
                                 DATE: N/A                                                 See "Maturity Date"
                                                                                           below.
--------------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE: N/A                     PERCENTAGE: N/A              DATES: N/A                   REPAYMENT
                                                                                           DATE(S):  N/A
--------------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
   U.S. dollars                  PERCENTAGE                   PERIOD: N/A                  MODIFIED
                                 REDUCTION: N/A                                            PAYMENT UPON
                                                                                           ACCELERATION: See
                                                                                           "Alternate Exchange
                                                                                           Calculation in Case of
                                                                                           an Event of Default"
                                                                                           below.
--------------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                  REDEMPTION NOTICE            APPLICABILITY OF             If yes, state Issue Price:
   CURRENCY OTHER                PERIOD: N/A                  ANNUAL INTEREST              N/A
   THAN U.S. DOLLARS,                                         PAYMENTS: N/A
   OPTION TO ELECT
   PAYMENT IN U.S.
   DOLLARS: N/A
--------------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 TAX REDEMPTION                                            ORIGINAL YIELD TO
   AGENT: N/A                    AND PAYMENT OF                                            MATURITY: N/A
                                 ADDITIONAL
                                 AMOUNTS: N/A
--------------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:             If yes, state Initial
   See below                  Offering Date: N/A
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

For the purposes of this note, paragraph number 10 of Section 2.08 of the
Amended and Restated Indenture, dated as of May 1, 1999, between the Issuer and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) as Trustee,
shall not apply.


Maturity Date.................   June 30, 2009, subject to extension in the
                                 event of a Market Disruption Event on the
                                 scheduled Index Valuation Date (as defined
                                 below).


                                      A-2
<PAGE>


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

                                 In the event that the Maturity Date of the
                                 PLUS is postponed due to postponement of any
                                 Index Valuation Date as described in the
                                 immediately preceding paragraph, the Issuer
                                 shall give notice of such postponement and,
                                 once it has been determined, of the date to
                                 which the Maturity Date has been rescheduled
                                 (i) to the holder of this PLUS by mailing
                                 notice of such postponement by first class
                                 mail, postage prepaid, to the holder's last
                                 address as it shall appear upon the registry
                                 books, (ii) to the Trustee by telephone or
                                 facsimile confirmed by mailing such notice to
                                 the Trustee by first class mail, postage
                                 prepaid, at its New York office and (iii) to
                                 The Depository Trust Company (the
                                 "Depositary") by telephone or facsimile
                                 confirmed by mailing such notice to the
                                 Depositary by first class mail, postage
                                 prepaid. Any notice that is mailed in the
                                 manner herein provided shall be conclusively
                                 presumed to have been duly given, whether or
                                 not the holder of this PLUS receives the
                                 notice. The Issuer shall give such notice as
                                 promptly as possible, and in no case later
                                 than (i) with respect to notice of
                                 postponement of the Maturity Date, the
                                 Business Day immediately following June 28,
                                 2009, and (ii) with respect to notice of the
                                 date to which the Maturity Date has been
                                 rescheduled, the Business Day immediately
                                 following the actual Index Valuation Date for
                                 determining the Final Index Value (as defined
                                 below).

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

Payment at Maturity...........   At maturity, upon delivery of this PLUS to the
                                 Trustee, the Issuer shall pay with respect to
                                 each $10 principal amount of this PLUS an
                                 amount in cash equal to (i) if the Final Index
                                 Value is greater than the Initial Index Value
                                 (as defined below), the lesser of (a) $10 plus
                                 the Leveraged Upside Payment (as defined
                                 below) and (b) the Maximum Payment at Maturity
                                 (as defined below) or (ii) if the Final Index
                                 Value is less than or equal to the Initial
                                 Index Value, $10 times the Index Performance
                                 Factor (as defined below).


                                      A-3
<PAGE>


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

Leveraged Upside Payment......   The product of (i) $10 and (ii) the Upside
                                 Leverage Factor and (iii) the Index Percent
                                 Increase (as defined below).

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

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

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

Final Index Value.............   The Index Closing Value of the Nikkei 225
                                 Index on the Index Valuation Date.

Index Valuation Date..........   The Index Valuation Date will be the second
                                 scheduled Trading Day prior to the Maturity
                                 Date, subject to adjustment for Market
                                 Disruption Events as described in the
                                 following paragraph.

                                 If there is a Market Disruption Event on the
                                 scheduled Index Valuation Date, the Index
                                 Valuation Date will be the immediately
                                 succeeding Trading Day during which no Market
                                 Disruption Event shall have occurred.

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

Index Closing Value...........   The Index Closing Value on any Trading Day
                                 will equal the closing value (2nd session) of
                                 the Nikkei 225 Index or any Successor Index
                                 (as defined under "Discontinuance of the
                                 Nikkei 225 Index; Alteration of Method of
                                 Calculation" below) published at the regular
                                 weekday


                                      A-4
<PAGE>


                                 close of trading on that Trading Day. In
                                 certain circumstances, the Index Closing Value
                                 will be based on the alternate calculation of
                                 the Nikkei 225 Index described under
                                 "Discontinuance of the Nikkei 225 Index;
                                 Alteration of Method of Calculation."

Trading Day...................   A day, as determined by the Calculation Agent,
                                 on which trading is generally conducted (i) on
                                 the Tokyo Stock Exchange ("TSE") and (ii) on
                                 any exchange on which futures or options
                                 contracts related to the Nikkei 225 Index are
                                 traded, other than a day on which trading on
                                 any such exchange is scheduled to close prior
                                 to its regular final weekday closing time.

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

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

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

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

Market Disruption Event.......   "Market Disruption Event" means, with respect
                                 to the Nikkei 225 Index:


                                      A-5
<PAGE>


                                       (i) the occurrence or existence of a
                                       suspension, absence or material
                                       limitation of trading of stocks then
                                       constituting 20 percent or more of the
                                       level of the Nikkei 225 Index (or the
                                       Successor Index) on the Relevant
                                       Exchanges for such securities for more
                                       than two hours of trading or during the
                                       one-half hour period preceding the close
                                       of the principal trading session on such
                                       Relevant Exchange; or a breakdown or
                                       failure in the price and trade reporting
                                       systems of any Relevant Exchange as a
                                       result of which the reported trading
                                       prices for stocks then constituting 20
                                       percent or more of the level of the
                                       Nikkei 225 Index (or the Successor
                                       Index) during the last one-half hour
                                       preceding the close of the principal
                                       trading session on such Relevant
                                       Exchange are materially inaccurate; or
                                       the suspension, material limitation or
                                       absence of trading on any major U.S.
                                       securities market for trading in futures
                                       or options contracts or exchange traded
                                       funds related to the Nikkei 225 Index
                                       (or the Successor Index) for more than
                                       two hours of trading or during the
                                       one-half hour period preceding the close
                                       of the principal trading session on such
                                       market, in each case as determined by
                                       the Calculation Agent in its sole
                                       discretion; and

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

                                    For the purpose of determining whether a
                                    Market Disruption Event exists at any time,
                                    if trading in a security included in the
                                    Nikkei 225 Index is materially suspended or
                                    materially limited at that time, then the
                                    relevant percentage contribution of that
                                    security to the level of the Nikkei 225
                                    Index shall be based on a comparison of (x)
                                    the portion of the value of the Nikkei 225
                                    Index attributable to that security
                                    relative to (y) the overall value of the
                                    Nikkei 225 Index, in each case immediately
                                    before that suspension or limitation.


                                      A-6
<PAGE>


                                 For the purpose of determining whether a
                                 Market Disruption Event has occurred: (1) a
                                 limitation on the hours or number of days of
                                 trading will not constitute a Market
                                 Disruption Event if it results from an
                                 announced change in the regular business hours
                                 of the relevant exchange or market, (2) a
                                 decision to permanently discontinue trading in
                                 the relevant futures or options contract or
                                 exchange traded fund will not constitute a
                                 Market Disruption Event, (3) limitations
                                 pursuant to the rules of any Relevant Exchange
                                 similar to NYSE Rule 80A (or any applicable
                                 rule or regulation enacted or promulgated by
                                 any other self-regulatory organization or any
                                 government agency of scope similar to NYSE
                                 Rule 80A as determined by the Calculation
                                 Agent) on trading during significant market
                                 fluctuations will constitute a suspension,
                                 absence or material limitation of trading, (4)
                                 a suspension of trading in futures or options
                                 contracts on the Nikkei 225 Index by the
                                 primary securities market trading in such
                                 contracts by reason of (a) a price change
                                 exceeding limits set by such securities
                                 exchange or market, (b) an imbalance of orders
                                 relating to such contracts or (c) a disparity
                                 in bid and ask quotes relating to such
                                 contracts will constitute a suspension,
                                 absence or material limitation of trading in
                                 futures or options contracts related to the
                                 Nikkei 225 Index and (5) a "suspension,
                                 absence or material limitation of trading" on
                                 any Relevant Exchange or on the primary market
                                 on which futures or options contracts related
                                 to the Nikkei 225 Index are traded will not
                                 include any time when such securities market
                                 is itself closed for trading under ordinary
                                 circumstances.

Relevant Exchange.............   "Relevant Exchange" means the primary exchange
                                 or market of trading for any security (or any
                                 combination thereof) then included in the
                                 Nikkei 225 Index or any Successor Index.

Alternate Exchange Calculation
in Case of an Event of
Default.......................   In case an event of default with respect to
                                 the PLUS shall have occurred and be
                                 continuing, the amount declared due and
                                 payable for each $10 principal amount of this
                                 PLUS upon any acceleration of this PLUS shall
                                 be determined by the Calculation Agent and
                                 shall be an amount in cash equal to the
                                 Payment


                                      A-7
<PAGE>


                                 at Maturity calculated using the Index Value
                                 as of the date of acceleration as the Final
                                 Index Value.

                                 If the maturity of the PLUS is accelerated
                                 because of an event of default as described
                                 above, the Issuer shall, or shall cause the
                                 Calculation Agent to, provide written notice
                                 to the Trustee at its New York office, on
                                 which notice the Trustee may conclusively
                                 rely, and to the Depositary of the aggregate
                                 cash amount due with respect to each $10
                                 principal amount of this PLUS as promptly as
                                 possible and in no event later than two
                                 Business Days after the date of acceleration.

Discontinuance of the Nikkei
225 Index; Alteration of
Method of Calculation.........   If S&P discontinues publication of the Nikkei
                                 225 Index and S&P or another entity publishes
                                 a successor or substitute index that MS & Co.,
                                 as the Calculation Agent, determines, in its
                                 sole discretion, to be comparable to the
                                 discontinued Nikkei 225 Index (such index
                                 being referred to herein as a "Successor
                                 Index"), then any subsequent Index Closing
                                 Value will be determined by reference to the
                                 value of such Successor Index at the regular
                                 official weekday close of the TSE (2nd
                                 session) or the Relevant Exchange or market
                                 for the Successor Index on the date that any
                                 Index Closing Value is to be determined.

                                 Upon any selection by the Calculation Agent of
                                 a Successor Index, the Calculation Agent will
                                 cause written notice thereof to be furnished
                                 to the Trustee, to Morgan Stanley and to DTC,
                                 as holder of the PLUS, within three Trading
                                 Days of such selection. We expect that such
                                 notice will be passed on to you, as a
                                 beneficial owner of the PLUS, in accordance
                                 with the standard rules and procedures of DTC
                                 and its direct and indirect participants.

                                 If S&P discontinues publication of the Nikkei
                                 225 Index prior to, and such discontinuance is
                                 continuing on, the Index Valuation Date and MS
                                 & Co., as the Calculation Agent, determines,
                                 in its sole discretion, that no Successor
                                 Index is available at such time, then the
                                 Calculation Agent will determine the Index
                                 Closing Value for such date. The Index Closing
                                 Value will be computed by the Calculation
                                 Agent in accordance with the formula for
                                 calculating the


                                      A-8
<PAGE>


                                 Nikkei 225 Index last in effect prior to such
                                 discontinuance, using the closing price (or,
                                 if trading in the relevant securities has been
                                 materially suspended or materially limited,
                                 its good faith estimate of the closing price
                                 that would have prevailed but for such
                                 suspension or limitation) at the close of the
                                 principal trading session of the Relevant
                                 Exchange on such date of each security most
                                 recently comprising the Nikkei 225 Index
                                 without any rebalancing or substitution of
                                 such securities following such discontinuance.
                                 Notwithstanding these alternative
                                 arrangements, discontinuance of the
                                 publication of the Nikkei 225 Index may
                                 adversely affect the value of the PLUS.

                                 If at any time the method of calculating the
                                 Nikkei 225 Index or a Successor Index, or the
                                 value thereof, is changed in a material
                                 respect, or if the Nikkei 225 Index or a
                                 Successor Index is in any other way modified
                                 so that such index does not, in the opinion of
                                 MS & Co., as the Calculation Agent, fairly
                                 represent the value of the Nikkei 225 Index or
                                 such Successor Index had such changes or
                                 modifications not been made, then, from and
                                 after such time, the Calculation Agent will,
                                 at the close of business in New York City on
                                 the date on which the Index Closing Value is
                                 to be determined, make such calculations and
                                 adjustments as, in the good faith judgment of
                                 the Calculation Agent, may be necessary in
                                 order to arrive at a value of a stock index
                                 comparable to the Nikkei 225 Index or such
                                 Successor Index, as the case may be, as if
                                 such changes or modifications had not been
                                 made, and the Calculation Agent will calculate
                                 the Final Index Value and the Initial Index
                                 Value with reference to the Nikkei 225 Index
                                 or such Successor Index, as adjusted.
                                 Accordingly, if the method of calculating the
                                 Nikkei 225 Index or a Successor Index is
                                 modified so that the value of such index is a
                                 fraction of what it would have been if it had
                                 not been modified (e.g., due to a split in the
                                 index), then the Calculation Agent will adjust
                                 such index in order to arrive at a value of
                                 the Nikkei 225 Index or such Successor Index
                                 as if it had not been modified (e.g., as if
                                 such split had not occurred).


                                      A-9
<PAGE>


Treatment of PLUS for
United States Federal
Income Tax Purposes...........   The Issuer, by its sale of this PLUS, and the
                                 holder of this PLUS (and any successor holder
                                 of, or holder of a beneficial interest in,
                                 this PLUS), by its respective purchase hereof,
                                 agree (in the absence of an administrative
                                 determination or judicial ruling to the
                                 contrary) to characterize each $10 principal
                                 amount of this PLUS for all tax purposes as a
                                 single financial contract with respect to the
                                 Nikkei 225 Index that (i) requires the holder
                                 of this PLUS to pay to the Issuer at inception
                                 an amount equal to $10 and (ii) entitles the
                                 holder to receive at maturity an amount in
                                 cash based upon the performance of the Nikkei
                                 225 Index.


                                     A-10
<PAGE>


     Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a
Delaware corporation (together with its successors and assigns, the "Issuer"),
for value received, hereby promises to pay to CEDE & Co., or registered
assignees, the 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 on the Maturity Date (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 shall 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 shall 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 shall, 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) shall
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, shall be made in immediately available
funds upon surrender of this Note at the office or agency of the Paying Agent,
as defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, shall 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


                                     A-11
<PAGE>


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 shall 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 shall 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) shall 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) shall convert such payments into U.S. dollars.
In the event of such an election, payment in respect of this Note shall be
based upon the exchange rate as determined by the Exchange Rate Agent based on
the highest bid quotation in The City of New York received by such Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless
such Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the
quoting dealer of U.S. dollars for the Specified Currency of 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 shall be made in the Specified Currency. All currency exchange
costs shall be borne by the holder of this Note by deductions from such
payments.


                                     A-12
<PAGE>


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

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




                                     A-13
<PAGE>


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


DATED:                                  MORGAN STANLEY



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

TRUSTEE'S CERTIFICATE
    OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
    as Trustee



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




                                      A-14
<PAGE>

                              REVERSE OF SECURITY

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

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

      If so indicated on the face of this Note, this Note shall 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 shall 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 this Note
is issued with original


                                     A-15
<PAGE>


issue discount, this Note shall be repayable on the applicable Optional
Repayment Date or Dates at the price(s) specified on the face hereof. 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, shall 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 shall 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 shall be computed and paid on
the basis of a 360 day year of twelve 30 day months.

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

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

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


                                     A-16
<PAGE>


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

     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


                                     A-17
<PAGE>


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

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

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


                                     A-18
<PAGE>


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 shall 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 shall 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 shall, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"Additional Amounts") to the holder of this Note who is a United States Alien
as may be necessary in order that every net payment of the principal of and
interest on this Note and any other amounts payable on this Note, after
withholding 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, shall not be less than the amount provided for in this Note to be
then due and payable. The Issuer shall not, however, be required to make any
payment of Additional Amounts to any such holder who is a United States 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
     United States 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 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 personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other tax
     exempt organization or a bank receiving interest under Section
     881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

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


                                     A-19
<PAGE>


          (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 United States Alien who is a fiduciary
or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

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


                                     A-20
<PAGE>


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 shall 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 shall 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 shall be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.

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

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

     So long as this Note shall be outstanding, the Issuer shall 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 shall not be obligated to withhold or deduct tax


                                     A-21
<PAGE>


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

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

     As used herein, the term "United States Alien" means any person who is,
for United States 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 United States 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.


                                     A-22
<PAGE>


                                 ABBREVIATIONS

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



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


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

     Under Uniform Gifts to Minors Act ____________________________
                                                 (State)

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

                               -----------------


                                     A-23
<PAGE>


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



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

_______________________________________________________________________________

_______________________________________________________________________________

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

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



Dated: __________________________

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




                                     A-24
<PAGE>


                           OPTION TO ELECT REPAYMENT

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

_______________________________________________________________________________

_______________________________________________________________________________

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


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



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




                                     A-25