FORM OF 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.


<PAGE>

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


                  CAPITAL PROTECTED NOTES DUE OCTOBER 30, 2011
         BASED ON THE VALUE OF THE DOW JONES GLOBAL TITANS 50 INDEX(SM)



<TABLE>
<S>                           <C>                          <C>                         <C>
--------------------------------------------------------------------------------------------------------------------

ORIGINAL ISSUE DATE:          INITIAL REDEMPTION DATE:     INTEREST RATE:   N/A        MATURITY DATE:
                                  N/A                                                      See "Maturity Date"
                                                                                           below.
--------------------------------------------------------------------------------------------------------------------

INTEREST ACCRUAL DATE: N/A    INITIAL REDEMPTION           INTEREST PAYMENT            OPTIONAL REPAYMENT
                                  PERCENTAGE: N/A              DATE(S): N/A                DATE(S):  N/A


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

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

IF SPECIFIED                  REDEMPTION NOTICE PERIOD:    APPLICABILITY OF            If yes, state Issue Price:
    CURRENCY OTHER THAN U.S.      N/A                          ANNUAL INTEREST             N/A
    DOLLARS, OPTION TO ELECT                                   PAYMENTS: N/A
    PAYMENT IN U.S. DOLLARS:
    N/A
--------------------------------------------------------------------------------------------------------------------

EXCHANGE RATE                 TAX REDEMPTION AND PAYMENT   PRICE APPLICABLE UPON       ORIGINAL YIELD TO
   AGENT: N/A                     OF ADDITIONAL AMOUNTS:   OPTIONAL REPAYMENT: N/A         MATURITY: N/A
                                  N/A
--------------------------------------------------------------------------------------------------------------------

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

For the purposes of this Note, the tenth paragraph 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.............   October 30, 2011, subject to extension in
                             accordance with the following paragraph in the
                             event of a Market Disruption Event on the
                             Determination Date for calculating the Final Index
                             Value.


                                       2
<PAGE>


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

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

Minimum Denominations.....   $10

Issue Price...............   $10

Maturity Redemption
Amount....................   At maturity, upon delivery of this Note to the
                             Trustee, the Issuer shall pay with respect to each
                             $10 principal amount of this Note an amount in cash
                             equal to the $10 principal amount of this Note plus
                             the Supplemental Redemption Amount, if any.

                             The Issuer shall, or shall cause the Calculation
                             Agent to, (i) provide written notice to the Trustee
                             at its New York office, on which notice the Trustee
                             may conclusively rely, and to the Depositary of the
                             Maturity Redemption Amount, on or prior to 10:30
                             a.m. on the Trading Day preceding the Maturity Date
                             (but if such Trading Day is not a Business Day,
                             prior to the close of business on the Business Day
                             preceding the Maturity Date) and (ii) deliver the
                             aggregate cash amount due with respect to this


                                       3
<PAGE>


                             Note to the Trustee for delivery to the holder of
                             this Note on the Maturity Date. See "Discontinuance
                             of the Index; Alteration of Method of Calculation"
                             below.

Supplemental Redemption
Amount....................   The Supplemental Redemption Amount shall be equal
                             to the product of (i) $10 times (ii) the Dow Jones
                             Global Titans 50 Index Percent Change times (iii)
                             the Participation Rate; provided that the
                             Supplemental Redemption Amount will not be less
                             than zero. The Calculation Agent shall calculate
                             the Supplemental Redemption Amount on the
                             Determination Date.

Dow Jones Global Titans 50
 Index Percent Change.....   The Dow Jones Global Titans 50 Index Percent Change
                             is a fraction, the numerator of which shall be the
                             Final Index Value minus the Initial Index Value and
                             the denominator of which shall be the Initial Index
                             Value. The Index Percent Change is described by the
                             following formula:

<TABLE>
<S>                           <C>
                              Index Percent Change =  Final Index Value - Initial Index Value
                                                      ---------------------------------------
                                                               Initial Index Value
</TABLE>

Participation Rate........          %

Initial Index Value.......

Final Index Value.........   The Index Closing Value on the Determination Date.

Index Closing Value.......   The Index Closing Value on any Trading Day shall
                             equal the closing value of the Dow Jones Global
                             Titans 50 Index or any Successor Index (as defined
                             under "Discontinuance of the Dow Jones Global
                             Titans 50 Index; Alteration of Method of
                             Calculation" below) published at the regular
                             weekday close of trading on that Trading Day. In
                             certain circumstances, the Index Closing Value
                             shall be based on the alternate calculation of the
                             Dow Jones Global Titans 50 Index described under
                             "Discontinuance of the Dow Jones Global Titans 50
                             Index; Alteration of Method of Calculation."

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

Determination Date........   The Determination Date shall be the second
                             scheduled Trading Day prior to the Maturity Date,
                             subject to


                                       4
<PAGE>


                             adjustment for Market Disruption Events as
                             described in the following paragraph in this
                             section.

                             If a Market Disruption Event occurs on the
                             scheduled Determination Date, or the scheduled
                             Determination Date is not otherwise a Trading Day,
                             the Determination Date shall be the immediately
                             succeeding Trading Day during which no Market
                             Disruption Event shall have occurred.

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

Market Disruption Event...   "Market Disruption Event" means, with respect to
                             the Dow Jones Global Titans 50 Index, 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
                             Dow Jones Global Titans 50 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 Dow Jones Global Titans 50
                             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.,
                             European or Asian securities market for trading in
                             futures or options contracts or exchange traded
                             funds related to the Dow Jones Global Titans 50
                             Index (or the Successor Index) for more than two
                             hours of trading or during the one-half hour period
                             preceding the close of the principal trading
                             session on such market, in each case as determined
                             by the Calculation Agent in its sole discretion.

                             For the purpose of determining whether a Market
                             Disruption Event exists at any time, if trading in
                             a security


                                       5
<PAGE>


                             included in the Dow Jones Global Titans 50 Index is
                             materially suspended or materially limited at that
                             time, then the relevant percentage contribution of
                             that security to the value of the Dow Jones Global
                             Titans 50 Index shall be based on a comparison of
                             (x) the portion of the value of the Dow Jones
                             Global Titans 50 Index attributable to that
                             security relative to (y) the overall value of the
                             Dow Jones Global Titans 50 Index, in each case
                             immediately before that suspension or limitation.

                             For purposes of determining whether a Market
                             Disruption Event has occurred: (1) a limitation on
                             the hours or number of days of trading shall not
                             constitute a Market Disruption Event if it results
                             from an announced change in the regular business
                             hours of the relevant exchange or market, (2) a
                             decision to permanently discontinue trading in the
                             relevant futures or options contract or exchange
                             traded fund shall not constitute a Market
                             Disruption Event, (3) limitations pursuant to the
                             rules of any Relevant Exchange similar to NYSE Rule
                             80A (or any applicable rule or regulation enacted
                             or promulgated by any other self-regulatory
                             organization or any government agency of scope
                             similar to NYSE Rule 80A as determined by the
                             Calculation Agent) on trading during significant
                             market fluctuations shall constitute a suspension,
                             absence or material limitation of trading, (4) a
                             suspension of trading in futures or options
                             contracts on the Dow Jones Global Titans 50 Index
                             by the primary securities market trading in such
                             contracts by reason of (a) a price change exceeding
                             limits set by such exchange or market, (b) an
                             imbalance of orders relating to such contracts or
                             (c) a disparity in bid and ask quotes relating to
                             such contracts shall constitute a suspension,
                             absence or material limitation of trading in
                             futures or options contracts related to the Dow
                             Jones Global Titans 50 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 Dow
                             Jones Global Titans 50 Index are traded shall not
                             include any time when such market is itself closed
                             for trading under ordinary circumstances.




                                       6
<PAGE>


Relevant Exchange.........   "Relevant Exchange" means the primary exchange or
                             market of trading for any security then included in
                             the Dow Jones Global Titans 50 Index or any
                             Successor Index.

Alternate Exchange
Calculation in Case of
an Event of Default.......   In case an event of default with respect to this
                             Note shall have occurred and be continuing, the
                             amount declared due and payable for each $10
                             principal amount of this Note upon any acceleration
                             of this Note (the "Acceleration Amount") shall be
                             equal to the $10 principal amount of this Note plus
                             the Supplemental Redemption Amount, if any,
                             determined as though the Index Closing Value on the
                             date of such acceleration were the Final Index
                             Value.

                             If the maturity of this Note 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
                             Acceleration Amount and the aggregate cash amount
                             due with respect to this Note as promptly as
                             possible and in no event later than two Business
                             Days after the date of acceleration.

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

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

                             All calculations with respect to the Final Index
                             Value and the Supplemental Redemption Amount, if
                             any, 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
                             determination of the amount of cash payable per
                             Note shall be rounded to the nearest
                             ten-thousandth, with five one hundred-thousandths
                             rounded upward (e.g., .76545 would be rounded up
                             to .7655); and all dollar amounts


                                       7
<PAGE>


                             related to payouts at maturity shall be rounded to
                             the nearest cent, with one-half cent rounded
                             upward.

Discontinuance of the Dow
Jones Global Titans 50
Index; Alteration of
Method of Calculation.....   If Dow Jones discontinues publication of the Dow
                             Jones Global Titans 50 Index and Dow Jones 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 Dow Jones Global
                             Titans 50 Index (such index being referred to
                             herein as a "Successor Index"), then any subsequent
                             Index Closing Value shall be determined by
                             reference to the value of such Successor Index at
                             the regular official weekday close of the principal
                             trading session of the 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 shall cause
                             written notice thereof to be furnished to the
                             Trustee, to the Issuer and to DTC, as holder of
                             this Note, within three Trading Days of such
                             selection.

                             If Dow Jones discontinues publication of the Dow
                             Jones Global Titans 50 Index prior to, and such
                             discontinuance is continuing on, the Determination
                             Date and MS & Co., as the Calculation Agent,
                             determines, in its sole discretion, that no
                             Successor Index is available at such time, then the
                             Calculation Agent shall determine the Index Closing
                             Value for such date. The Index Closing Value shall
                             be computed by the Calculation Agent in accordance
                             with the formula for calculating the Dow Jones
                             Global Titans 50 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 Dow
                             Jones Global Titans 50 Index without any
                             rebalancing or substitution of such securities
                             following such discontinuance.


                                       8
<PAGE>


                             If at any time the method of calculating the Dow
                             Jones Global Titans 50 Index or a Successor Index,
                             or the value thereof, is changed in a material
                             respect, or if the Dow Jones Global Titans 50 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 Dow Jones Global Titans 50 Index or
                             such Successor Index had such changes or
                             modifications not been made, then, from and after
                             such time, the Calculation Agent shall, at the
                             close of business in New York City on each date on
                             which the Index Closing Value is to be determined,
                             make such calculations and adjustments 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 Dow Jones Global
                             Titans 50 Index or such Successor Index, as the
                             case may be, as if such changes or modifications
                             had not been made, and the Calculation Agent shall
                             calculate the Initial Index Value and the Final
                             Index Value with reference to the Dow Jones Global
                             Titans 50 Index or such Successor Index, as
                             adjusted. Accordingly, if the method of calculating
                             the Dow Jones Global Titans 50 Index or a Successor
                             Index is modified so that the value of such index
                             is a fraction of what it would have been if it had
                             not been modified (e.g., due to a split in the
                             index), then the Calculation Agent shall adjust
                             such index in order to arrive at a value of the Dow
                             Jones Global Titans 50 Index or such Successor
                             Index as if it had not been modified (e.g., as if
                             such split had not occurred).




                                       9
<PAGE>


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

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

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or in
part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, will be made
by U.S. dollar check mailed to the address of the person entitled thereto as
such address shall appear in the Note register. A holder of U.S. $10,000,000 (or
the equivalent in


                                       10
<PAGE>


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

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

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

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


                                       11
<PAGE>


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.




                                       12
<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




                                       13
<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 will not be
subject to any sinking fund and, unless otherwise provided on the face hereof in
accordance with the provisions of the following two paragraphs, will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.

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

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


                                       14
<PAGE>


accrued and unpaid hereon to the date of repayment, provided that if this Note
is issued with original issue discount, this Note will 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, will be received by the Paying Agent not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Paying Agent by such fifth Business Day. Exercise
of such repayment option by the holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the holder hereof upon
the cancellation hereof.

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

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

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

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


                                       15
<PAGE>


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 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


                                       16
<PAGE>


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

     If the face hereof indicates that this Note is subject to "Modified Payment
upon Acceleration or Redemption," then (i) if the principal hereof is declared
to be due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount 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


                                       17
<PAGE>


or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Initial Offering Date hereof, the Issuer has
or will become obligated to pay Additional Amounts, as defined below, with
respect to this Note as described below. Prior to the giving of any notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to
the right of the Issuer to so redeem have occurred, and (ii) an opinion of
independent 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 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, 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 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 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 personal holding


                                       18
<PAGE>


     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;

          (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


                                       19
<PAGE>


indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee may
not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof,
or change the currency of payment thereof, or modify or amend the provisions for
conversion of any currency into any other currency, or modify or amend the
provisions for conversion or exchange of the debt security for securities of the
Issuer or other entities or for other property or the cash value of the property
(other than as provided in the antidilution provisions or other similar
adjustment provisions of the debt securities or otherwise in accordance with the
terms thereof), or impair or affect the rights of any holder to institute suit
for the payment thereof or (b) reduce the aforesaid percentage in principal
amount of debt securities the consent of the holders of which is required for
any such supplemental indenture.

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


                                       20
<PAGE>


     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,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise,


                                       21
<PAGE>


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.



                                       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.


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



                                       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.



                                       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.



                                       25