EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE

REGISTERED                                                     REGISTERED
No. FXR                                                        U.S. $52,193,700
                                                               CUSIP: 61744Y512


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

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

                          8% SPARQS DUE APRIL 15, 2003
                            MANDATORILY EXCHANGEABLE
                        FOR AMERICAN DEPOSITARY RECEIPTS
                        REPRESENTING ORDINARY SHARES OF
                               NOKIA CORPORATION

<TABLE>
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE: 8% per        MATURITY DATE:
   October 24, 2001              DATE: See "Morgan            annum (equivalent            April 15, 2003
                                 Stanley Call Right"          to $1.56 per annum per
                                 below.                       SPARQS)
----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE: October 24,             PERCENTAGE: See              DATES: Each January          REPAYMENT
   2001                          "Morgan Stanley Call         15, April 15, July 15        DATE(S):  N/A
                                 Right" below.                and October 15,
                                                              beginning January 15,
                                                              2002
----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
   U.S. Dollars                  PERCENTAGE                   PERIOD: Quarterly            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: At least 15          ANNUAL INTEREST
   THAN U.S. DOLLARS,            days but no more than        PAYMENTS: N/A
   OPTION TO ELECT               30 days.  See "Morgan
   PAYMENT IN U.S.               Stanley Call Right"
   DOLLARS: N/A                  below.
----------------------------------------------------------------------------------------------------------------------
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 Offering
   See below                  Date: N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Issue Price....................  $19.50 per SPARQS

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


                                       2
<PAGE>


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

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

Denominations..................  $19.50 and integral multiples thereof

Morgan Stanley Call Right......  On any scheduled Trading Day on or after
                                 October 18, 2002, the Issuer may call the
                                 SPARQS, in whole but not in part, for
                                 mandatory exchange for the Call Price paid in
                                 cash (together with accrued but unpaid
                                 interest) on the Call Date.

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


                                       3
<PAGE>


                                 Representations related to this SPARQS. Any
                                 notice which is mailed in the manner herein
                                 provided shall be conclusively presumed to
                                 have been duly given, whether or not the
                                 holder of this SPARQS receives the notice.
                                 Failure to give notice by mail or any defect
                                 in the notice to the holder of any SPARQS
                                 shall not affect the validity of the
                                 proceedings for the exercise of the Morgan
                                 Stanley Call Right with respect to any other
                                 SPARQS.

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

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

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

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

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


                                       4
<PAGE>


Call Date......................  The scheduled Trading Day on or after October
                                 18, 2002 and on or prior to the Maturity Date
                                 specified in the Issuer's notice of mandatory
                                 exchange, on which the Issuer shall deliver
                                 cash to holders of SPARQS for mandatory
                                 exchange.

Call Price.....................  The Call Price with respect to any Call Date
                                 is an amount of cash per each $19.50 principal
                                 amount of this SPARQS, as calculated by the
                                 Calculation Agent, such that the sum of the
                                 present values of all cash flows on each
                                 $19.50 principal amount of this SPARQS to and
                                 including the Call Date (i.e., the Call Price
                                 and all of the interest payments on each
                                 SPARQS), discounted to the Original Issue Date
                                 from the applicable payment date at the Yield
                                 to Call rate of 34.00% per annum computed on
                                 the basis of a 360-day year of twelve 30-day
                                 months, equals the Issue Price.

Exchange at Maturity...........  At maturity, subject to a prior call of this
                                 SPARQS for cash in an amount equal to the Call
                                 Price by the Issuer as described under "Morgan
                                 Stanley Call Right" above, upon delivery of
                                 this SPARQS to the Trustee, each $19.50
                                 principal amount of this SPARQS shall be
                                 applied by the Issuer as payment for a number
                                 of American Depositary Receipts representing
                                 ordinary shares of Nokia Corporation, nominal
                                 value Euro 0.24 ("Nokia ADRs"), at the Exchange
                                 Ratio.

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

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, provide written notice
                                 to the Trustee at its New York Office and to
                                 the Depositary, on which notice the Trustee
                                 and Depositary may conclusively rely, on or
                                 prior to 10:30 a.m. on the Trading Day
                                 immediately prior to maturity of this SPARQS,
                                 of the number of Nokia ADRs (or the amount of
                                 Exchange Property) to be delivered with
                                 respect to each $19.50 principal amount of
                                 this SPARQS and of the amount of any cash to
                                 be paid in lieu


                                       5
<PAGE>


                                 of any fractional Nokia ADR (or of any other
                                 securities included in Exchange Property, if
                                 applicable); provided that, if the maturity
                                 date of this SPARQS is accelerated (x) because
                                 of the consummation of a Reorganization Event
                                 (as defined in paragraph 5 of "Antidilution
                                 Adjustments" below) where the Exchange
                                 Property consists only of cash or (y) because
                                 of an Acceleration Event or otherwise, the
                                 Issuer shall give notice of such acceleration
                                 as promptly as possible, and in no case later
                                 than two Business Days following such deemed
                                 maturity date, (i) to the holder of this
                                 SPARQS by mailing notice of such acceleration
                                 by first class mail, postage prepaid and (ii)
                                 to the Trustee and the Depositary by telephone
                                 or facsimile confirmed by mailing such notice
                                 to the Trustee at its New York office and to
                                 the Depositary by first class mail, postage
                                 prepaid, as more fully described under "Morgan
                                 Stanley Call Right" above. Any notice that is
                                 mailed in the manner herein provided shall be
                                 conclusively presumed to have been duly given,
                                 whether or not the holder of this SPARQS
                                 receives the notice. If the maturity of this
                                 SPARQS is accelerated in the manner described
                                 in the immediately preceding sentence, no
                                 interest on the amounts payable with respect
                                 to this SPARQS shall accrue for the period
                                 from and after such accelerated maturity date;
                                 provided that the Issuer has deposited with
                                 the Trustee the Nokia ADRs, the Exchange
                                 Property or any cash due with respect to such
                                 acceleration.

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, deliver any such Nokia
                                 ADRs (or any Exchange Property) and cash in
                                 respect of interest and any fractional Nokia
                                 ADR (or any Exchange Property) and cash
                                 otherwise due upon any acceleration described
                                 above to the Trustee for delivery to the
                                 holder. References to payment "per SPARQS"
                                 refer to each $19.50 principal amount of this
                                 SPARQS.

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

No Fractional Shares...........  Upon delivery of this SPARQS to the Trustee at
                                 maturity, the Issuer shall deliver the
                                 aggregate number of Nokia


                                       6
<PAGE>


                                 ADRs due with respect to this SPARQS, as
                                 described above, but the Issuer shall pay cash
                                 in lieu of delivering any fractional Nokia ADR
                                 in an amount equal to the corresponding
                                 fractional Market Price of such fraction of a
                                 Nokia ADR as determined by the Calculation
                                 Agent as of the second scheduled Trading Day
                                 prior to maturity of this SPARQS.

Exchange Ratio.................  1.0, subject to adjustment for corporate
                                 events relating to Nokia Corporation ("Nokia")
                                 described under "Antidilution Adjustments"
                                 below.

Market Price...................  If Nokia ADRs (or any other security for which
                                 a Market Price must be determined) are listed
                                 on a national securities exchange, are
                                 securities of the Nasdaq National Market or
                                 are included in the OTC Bulletin Board Service
                                 ("OTC Bulletin Board") operated by the
                                 National Association of Securities Dealers,
                                 Inc. (the "NASD"), the Market Price for one
                                 Nokia ADR (or one unit of any such other
                                 security) on any Trading Day means (i) the
                                 last reported sale price, regular way, of the
                                 principal trading session on such day on the
                                 principal United States securities exchange
                                 registered under the Securities Exchange Act
                                 of 1934, as amended (the "Exchange Act"), on
                                 which Nokia ADRs (or any such other security)
                                 are listed or admitted to trading (which may
                                 be the Nasdaq National Market if it is then a
                                 national securities exchange) or (ii) if not
                                 listed or admitted to trading on any such
                                 securities exchange or if such last reported
                                 sale price is not obtainable (even if Nokia
                                 ADRs (or any such other security) are listed
                                 or admitted to trading on such securities
                                 exchange), the last reported sale price of the
                                 principal trading session on the
                                 over-the-counter market as reported on the
                                 Nasdaq National Market (if it is not then a
                                 national securities exchange) or OTC Bulletin
                                 Board on such day. If the last reported sale
                                 price of the principal trading session is not
                                 available pursuant to clause (i) or (ii) of
                                 the preceding sentence because of a Market
                                 Disruption Event or otherwise, the Market
                                 Price for any Trading Day shall be the mean,
                                 as determined by the Calculation Agent, of the
                                 bid prices for Nokia ADRs (or any such other
                                 security) obtained from as many dealers in
                                 such securites, but not exceeding three, as
                                 will make such bid prices available to the
                                 Calculation Agent. Bids of Morgan Stanley &
                                 Co. Incorporated ("MS & Co.") or any of its
                                 affiliates may be included in the calculation
                                 of such mean, but only to the extent that any


                                       7
<PAGE>


                                 such bid is the highest of the bids obtained.
                                 A "security of the Nasdaq National Market"
                                 shall include a security included in any
                                 successor to such system, and the term "OTC
                                 Bulletin Board Service" shall include any
                                 successor service thereto.

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

Acceleration Event.............  If on any date (i) the product of the Market
                                 Price per Nokia ADR, as determined by the
                                 Calculation Agent, and the Exchange Ratio is
                                 less than $2.00 or (ii) Nokia ADRs are not
                                 listed on a United States national securities
                                 exchange and have not been replaced by Nokia
                                 ordinary shares listed on a United States
                                 national securities exchange, the maturity
                                 date of this SPARQS shall be deemed to be
                                 accelerated to such date, and each $19.50
                                 principal amount of this SPARQS shall be
                                 applied by the Issuer as payment for a number
                                 of Nokia ADRs at the then current Exchange
                                 Ratio. See also "Antidilution Adjustments"
                                 below.

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

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

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


                                       8
<PAGE>


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

                                   1. If Nokia ordinary shares are subject to a
                                 stock split or reverse stock split, then once
                                 such split has become effective, the Exchange
                                 Ratio shall be proportionately adjusted;
                                 provided, however that if (and to the extent
                                 that) Nokia or the depositary for the Nokia
                                 ADRs has adjusted the number of Nokia ordinary
                                 shares represented by each Nokia ADR so that
                                 the price of the Nokia ADRs would not be
                                 affected by such stock split or reverse stock
                                 split, no adjustment to the Exchange Ratio
                                 shall be made.

                                   2. If Nokia ordinary shares are subject (i)
                                 to a stock dividend (issuance of additional
                                 Nokia ordinary shares) that is given ratably
                                 to all holders of Nokia ordinary shares or
                                 (ii) to a distribution of Nokia ordinary
                                 shares as a result of the triggering of any
                                 provision of the corporate charter of Nokia,
                                 then once the dividend has become effective
                                 with regard to Nokia ADRs and Nokia ADRs are
                                 trading ex-dividend, the Exchange Ratio shall
                                 be proportionately adjusted; provided, however
                                 that if (and to the extent that) Nokia or the
                                 depositary for the Nokia ADRs has adjusted the
                                 number of Nokia ordinary shares represented by
                                 each Nokia ADR so that the price of the Nokia
                                 ADRs would not be affected by such stock
                                 dividend or stock distribution, no adjustment
                                 to the Exchange Ratio shall be made.

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


                                       9
<PAGE>


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

                                   4. If Nokia issues rights or warrants to all
                                 holders of Nokia ordinary shares to subscribe
                                 for or purchase Nokia ordinary shares at an
                                 exercise price per share less than the market
                                 price of Nokia ordinary shares on both (i) the
                                 date the exercise price of such rights or
                                 warrants is determined and (ii) the expiration
                                 date of such rights or warrants, and if the
                                 expiration date of such rights or warrants
                                 precedes the maturity of this SPARQS, then the
                                 Exchange Ratio shall be proportionately
                                 adjusted to the extent that such rights or
                                 warrants are passed through to the holders of
                                 Nokia ADRs or the holders of Nokia ADRs
                                 receive cash or other property as a
                                 consequence of the issuance of such rights or
                                 warrants; provided, however that if (and to
                                 the extent that) Nokia or the depositary for
                                 the Nokia ADRs has adjusted the number of
                                 Nokia ordinary shares represented by each
                                 Nokia ADR so that the price of the Nokia ADRs
                                 would not be affected by the issuance of


                                       10
<PAGE>


                                 such rights or warrants, no adjustment to the
                                 Exchange Ratio shall be made.

                                   5. If (i) there occurs any reclassification
                                 or change of Nokia ordinary shares, including,
                                 without limitation, as a result of the
                                 issuance of any tracking stock by Nokia, (ii)
                                 Nokia or any surviving entity or subsequent
                                 surviving entity of Nokia (a "Nokia
                                 Successor") has been subject to a merger,
                                 combination or consolidation and is not the
                                 surviving entity, (iii) any statutory exchange
                                 of securities of Nokia or any Nokia Successor
                                 with another corporation occurs (other than
                                 pursuant to clause (ii) above), (iv) Nokia is
                                 liquidated, (v) Nokia issues to all of its
                                 shareholders equity securities of an issuer
                                 other than Nokia (other than in a transaction
                                 described in clause (ii), (iii) or (iv) above)
                                 (a "Spin-off Event") or (vi) a tender or
                                 exchange offer or going-private transaction is
                                 consummated for all the outstanding Nokia
                                 ordinary shares (any such event in clauses (i)
                                 through (vi), a "Reorganization Event"), the
                                 method of determining the amount payable upon
                                 exchange at maturity for this SPARQS shall be
                                 adjusted to provide that the holder of this
                                 SPARQS shall be entitled to receive at
                                 maturity, in respect of each $19.50 principal
                                 amount of this SPARQS, securities, cash or any
                                 other assets distributed to holders of Nokia
                                 ADRs in or as a result of any such
                                 Reorganization Event, including (i) in the
                                 case of the issuance of tracking stock or of a
                                 Spin-off Event, the Nokia ADRs representing
                                 the Nokia ordinary shares with respect to
                                 which the tracking stock or spun-off security
                                 was issued and (ii) in the case of any other
                                 Reorganization Event where the Nokia ADRs
                                 continue to be held by the holders receiving
                                 such distribution, the Nokia ADRs
                                 (collectively, the "Exchange Property"), in an
                                 amount with a value equal to the amount of
                                 Exchange Property delivered with respect to a
                                 number of Nokia ADRs equal to the Exchange
                                 Ratio at the time of the Reorganization Event;
                                 provided, however that if Nokia or the
                                 depositary for Nokia ADRs has adjusted the
                                 Nokia ADRs so that they represent all of the
                                 Exchange Property, no adjustment to the method
                                 of calculating the Exchange Ratio or
                                 determining the payout at maturity will be
                                 made. Notwithstanding the above, if the
                                 Exchange Property received in any such
                                 Reorganization Event by a holder of Nokia ADRs
                                 consists only of cash, the maturity date of
                                 this SPARQS shall be deemed to be accelerated
                                 to the date on which such cash is distributed
                                 to holders of Nokia


                                       11
<PAGE>


                                 ADRs (unless we exercise the Morgan Stanley
                                 Call Right) and the holder of this SPARQS
                                 shall receive in lieu of any Nokia ADRs and as
                                 liquidated damages in full satisfaction of the
                                 Issuer's obligations under this SPARQS the
                                 lesser of (i) the product of (x) the amount of
                                 cash received per share Nokia ADR and (y) the
                                 then current Exchange Ratio and (ii) the Call
                                 Price calculated as though the date of
                                 acceleration were the Call Date (regardless of
                                 whether the date of acceleration is a day
                                 which occurs prior to October 18, 2002). If
                                 Exchange Property consists of more than one
                                 type of property, the holder of this SPARQS
                                 shall receive at maturity a pro rata share of
                                 each such type of Exchange Property. If
                                 Exchange Property includes a cash component,
                                 the holder of this SPARQS will not receive any
                                 interest accrued on such cash component. In
                                 the event Exchange Property consists of
                                 securities, those securities shall, in turn,
                                 be subject to the antidilution adjustments set
                                 forth in paragraphs 1 through 5.

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

                                 In the event that Nokia or the depositary for
                                 Nokia ADRs elects, in the absence of any of
                                 the events described in paragraph 1, 2, 3 or 4
                                 above, to change the number of ordinary shares
                                 that are represented by each Nokia ADR, the
                                 Exchange Ratio on any Trading Day after the
                                 change becomes effective shall be
                                 proportionately adjusted.

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


                                      12
<PAGE>


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

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

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

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

Market Disruption Event........  "Market Disruption Event" means, with respect
                                 to Nokia ADRs (or, if applicable, Nokia
                                 ordinary shares) (and any other security that
                                 may be included as Exchange Property):

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


                                       13
<PAGE>


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

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

                                 For purposes of determining whether a Market
                                 Disruption Event has occurred: (1) a
                                 limitation on the hours or number of days of
                                 trading shall not constitute a Market
                                 Disruption Event if it results from an
                                 announced change in the regular business hours
                                 of the relevant exchange, (2) a decision to
                                 permanently discontinue trading in the
                                 relevant options contract shall not constitute
                                 a Market Disruption Event, (3) limitations
                                 pursuant to NYSE Rule 80A (or any applicable
                                 rule or regulation enacted or promulgated by
                                 the NYSE, any other United States self-
                                 regulatory organization, the Securities and
                                 Exchange Commission, the Helsinki Stock
                                 Exchange or any other relevant authority of
                                 scope similar to NYSE Rule 80A as determined
                                 by the Calculation Agent) on trading during
                                 significant market fluctuations shall
                                 constitute a suspension, absence or material
                                 limitation of trading, (4) a suspension of
                                 trading in options contracts on Nokia ADRs or
                                 Nokia ordinary shares (or any such other
                                 security) by the primary securities market
                                 trading in such options, if available, by
                                 reason of (x) a price change exceeding limits
                                 set by such securities exchange or market, (y)
                                 an imbalance of orders relating to such
                                 contracts or (z) a disparity in bid and ask
                                 quotes relating to such contracts shall
                                 constitute a suspension, absence or material
                                 limitation of trading in options contracts
                                 related to Nokia ADRs or Nokia ordinary shares
                                 (or any such other security) and (5) a
                                 suspension, absence or material


                                       14
<PAGE>


                                 limitation of trading on the primary
                                 securities market on which options contracts
                                 related to Nokia ADRs or Nokia ordinary shares
                                 (or any such other security) are traded shall
                                 not include any time when such securities
                                 market is itself closed for trading under
                                 ordinary circumstances.

Alternate Exchange
Calculation in Case of an
Event of Default...............  In case an event of default with respect to
                                 the SPARQS shall have occurred and be
                                 continuing, the amount declared due and
                                 payable per each $19.50 principal amount of
                                 this SPARQS upon any acceleration of this
                                 SPARQS shall be determined by the Calculation
                                 Agent and shall be an amount in cash equal to
                                 the lesser of (i) the product of (x) the
                                 Market Price of Nokia ADRs as of the date of
                                 such acceleration and (y) the then current
                                 Exchange Ratio and (ii) the Call Price
                                 calculated as though the date of acceleration
                                 were the Call Date (regardless of whether the
                                 date of acceleration is a day which occurs
                                 prior to October 18, 2002), in each case plus
                                 accrued but unpaid interest to but excluding
                                 the date of acceleration; provided that if the
                                 Issuer has called the SPARQS in accordance
                                 with the Morgan Stanley Call Right, the amount
                                 declared due and payable upon any such
                                 acceleration shall be an amount in cash for
                                 each $19.50 principal amount of the SPARQS
                                 equal to the Call Price calculated as though
                                 the date of acceleration were the Call Date,
                                 plus accrued but unpaid interest to but
                                 excluding the date of acceleration.

Treatment of SPARQS for
United States Federal
Income Tax Purposes............  The Issuer, by its sale of this SPARQS, and
                                 the holder of this SPARQS (and any successor
                                 holder of this SPARQS), by its respective
                                 purchase hereof, agree (in the absence of an
                                 administrative determination or judicial
                                 ruling to the contrary) to characterize each
                                 $19.50 principal amount of this SPARQS for all
                                 tax purposes as an investment unit consisting
                                 of (A) a terminable contract (the "Terminable
                                 Forward Contract") that (i) requires the
                                 holder of this SPARQS (subject to the Morgan
                                 Stanley Call Right) to purchase, and the
                                 Issuer to sell, for an amount equal to $19.50
                                 (the "Forward Price"), Nokia ADRs at maturity
                                 and (ii) allows the Issuer, upon exercise of
                                 the Morgan Stanley Call Right, to terminate
                                 the Terminable Forward Contract by returning
                                 to such holder the Deposit (as defined below)
                                 and paying to such holder an amount of cash
                                 equal to the difference between the


                                       15
<PAGE>


                                 Deposit and the Call Price and (B) a deposit
                                 with the Issuer of a fixed amount of cash,
                                 equal to the Issue Price per each $19.50
                                 principal amount of this SPARQS, to secure the
                                 holder's obligation to purchase Nokia ADRs
                                 pursuant to the Terminable Forward Contract
                                 (the "Deposit"), which Deposit bears an annual
                                 yield of 3.268% per annum.




                                       16
<PAGE>


     Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to CEDE & CO., or registered assignees, the number of American
Depositary Receipts representing ordinary shares of Nokia Corporation (or other
Exchange Property), as determined in accordance with the provisions set forth
under "Exchange at Maturity" above, due with respect to the principal sum of
U.S. $52,193,700 (UNITED STATES DOLLARS FIFTY-TWO MILLION ONE HUNDRED
NINETY-THREE THOUSAND SEVEN HUNDRED) 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


                                       17
<PAGE>


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

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

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

     If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such
Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the
quoting dealer of U.S. dollars for the Specified Currency for settlement on
such payment date in the amount of the Specified Currency payable in the
absence of such an election to such holder and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, such


                                       18
<PAGE>


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.


                                       19
<PAGE>


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

DATED: October 24, 2001                     MORGAN STANLEY DEAN WITTER & CO.


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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
  as Trustee


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


                                       20
<PAGE>


                              REVERSE OF SECURITY

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

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

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

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment. For this Note to be repaid
at the option of the holder hereof, the Paying Agent must receive at its
corporate trust office in the Borough of Manhattan, The City of New York, at
least 15 but not more than 30 days prior to the date of


                                       21
<PAGE>


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

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

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

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

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


                                       22
<PAGE>


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

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

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


                                       23
<PAGE>


class) may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal (or premium, if any) or interest on
such debt securities) by the holders of a majority in principal amount of the
debt securities of all affected series then outstanding.

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

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


                                       24
<PAGE>


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

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

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

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

          (c) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other
     tax-exempt organization;

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

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

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


                                       25
<PAGE>


     subdivision or taxing authority thereof or therein as a precondition to
     relief or exemption from such tax, assessment or other governmental
     charge;

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

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

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

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

     Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified
Currency in euro in lieu of such Specified Currency in


                                       26
<PAGE>


conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community (the "EC"), as amended by the
treaty on European Union (as so amended, the "Treaty"). Any payment made under
such circumstances in U.S. dollars or euro where the required payment is in an
unavailable Specified Currency will not constitute an Event of Default. If such
Market Exchange Rate is not then available to the Issuer or is not published
for a particular Specified Currency, the Market Exchange Rate will be based on
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.

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

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

     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.

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

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


                                       27
<PAGE>


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

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

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

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

     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.


                                       28
<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.

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


                                       29
<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.


                                       30
<PAGE>


                           OPTION TO ELECT REPAYMENT

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

_______________________________________________________________________________

_______________________________________________________________________________

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


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


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


                                       31