EXHIBIT 4.1

                             FIXED RATE SENIOR NOTE


REGISTERED                                                   REGISTERED
No. FXR                                                      U.S.$40,000,000
                                                             CUSIP: 617446GX1

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



                                      A-1
<PAGE>


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

               CALLABLE INDEX-LINKED NOTES DUE DECEMBER 30, 2008
                   (BASED ON THE VALUE OF THE S&P 500 INDEX)

<TABLE>
======================================================================================================================
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:               MATURITY DATE:
    November 8, 2001.             DATE: May 8, 2004.           None                         December 30, 2008,
                                  See also "Morgan                                          subject to extension.
                                  Stanley Call Right"                                       See "Maturity Date"
                                  below.                                                    below.
----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL REPAYMENT
    DATE: N/A                     PERCENTAGE: See              DATE(S): N/A                 DATE(S): N/A
                                  "Morgan Stanley Call
                                  Right" below.
----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
    U.S. Dollars                  PERCENTAGE                   PERIOD: N/A                  MODIFIED PAYMENT
                                  REDUCTION: N/A                                            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                      PERIOD: At least 15          ANNUAL INTEREST              N/A
    OTHER THAN                    days but no more than        PAYMENTS: N/A
    U.S. DOLLARS,                 30 days.  See "Morgan
    OPTION TO                     Stanley Call Right"
    ELECT                         below.
    PAYMENT IN
    U.S. DOLLARS:
    N/A
----------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 TAX REDEMPTION                                            ORIGINAL YIELD TO
    AGENT: N/A                    AND PAYMENTS                                              MATURITY: N/A
                                  OF ADDITIONAL
                                  AMOUNTS: N/A
----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:             If yes, state Initial Offering
    See below                 Date: N/A
======================================================================================================================
</TABLE>

Issue Price........... $1,000 per each $1,000 principal amount of this Note

Maturity Date......... December 30, 2008, subject to extension in the event of
                       a Market Disruption Event on the Final Call Valuation


                                      A-2
<PAGE>


                       Date or on any Determination Date (each as defined
                       below).

                       If the Final Call Valuation Date is postponed due to a
                       Market Disruption Event or otherwise and the Issuer
                       exercises the Morgan Stanley Call Right, the Maturity
                       Date shall be postponed by a corresponding number of
                       calendar days so that the Maturity Date shall be the
                       fifteenth calendar day following the scheduled Trading
                       Day immediately following the Final Call Valuation Date.
                       See "Final Call Valuation Date" below.

                       In the event that the Final Call Valuation Date is
                       postponed due to a Market Disruption Event or otherwise,
                       the Issuer shall give notice of such postponement as
                       promptly as possible, and in no case later than two
                       Business Days following the scheduled Final Call
                       Valuation Date, (i) to the holder of this Note by
                       mailing notice of such postponement by first class mail,
                       postage prepaid, to the holder's last address as it
                       shall appear upon the registry books, (ii) to the
                       Trustee by telephone or facsimile confirmed by mailing
                       such notice to the Trustee by first class mail, postage
                       prepaid, at its New York office and (iii) to The
                       Depository Trust Company (the "Depositary") by telephone
                       or facsimile confirmed by mailing such notice to the
                       Depositary by first class mail, postage prepaid. Any
                       notice that is mailed in the manner herein provided
                       shall be conclusively presumed to have been duly given,
                       whether or not the holder of this Note receives the
                       notice. Notice of the date to which the Maturity Date
                       has been rescheduled as a result of postponement of the
                       Final Call Valuation Date, if applicable, shall be
                       included in the Issuer's notice of exercise of the
                       Morgan Stanley Call Right.

                       If the Issuer does not exercise the Morgan Stanley Call
                       Right and, due to a Market Disruption Event or
                       otherwise, the third Determination Date for calculating
                       the Final Average Index Value (the "Final Determination
                       Date") is postponed so that it falls after December 24,
                       2008, the Maturity Date shall be the third Trading Day
                       following the Final Determination Date. See "Final
                       Average Index Value" below.


                                      A-3
<PAGE>


                       In the event that the Maturity Date of the Notes is
                       postponed due to postponement of the Final Determination
                       Date as described in the immediately preceding
                       paragraph, the Issuer shall give notice of such
                       postponement and, once it has been determined, of the
                       date to which the Maturity Date has been rescheduled (i)
                       to the holder of this Note by mailing notice of such
                       postponement by first class mail, postage prepaid, to
                       the holder's last address as it shall appear upon the
                       registry books, (ii) to the Trustee by telephone or
                       facsimile confirmed by mailing such notice to the
                       Trustee by first class mail, postage prepaid, at its New
                       York office and (iii) to the Depositary by telephone or
                       facsimile confirmed by mailing such notice to the
                       Depositary by first class mail, postage prepaid. Any
                       notice that is mailed in the manner herein provided
                       shall be conclusively presumed to have been duly given,
                       whether or not the holder of this Note receives the
                       notice. The Issuer shall give such notice as promptly as
                       possible, and in no case later than (x) with respect to
                       notice of postponement of the Maturity Date, the
                       Business Day immediately following December 24, 2004,
                       and (y) with respect to notice of the date to which the
                       Maturity Date has been rescheduled, the Business Day
                       immediately following the actual Final Determination
                       Date.

Payment at Maturity... At maturity, subject to a prior call of this Note for
                       the cash Call Price by the Issuer as described under
                       "Morgan Stanley Call Right" below, upon delivery of this
                       Note to the Trustee, the Issuer shall pay, with respect
                       to each $1,000 principal amount of this Note, an amount
                       in cash equal to $1,000 plus the Supplemental Amount, if
                       any.

                       The Issuer shall, or shall cause the Calculation Agent
                       to, (i) provide written notice to the Trustee at its New
                       York office 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 Note, of the amount of cash to be
                       delivered with respect to each $1,000 principal amount
                       of this Note and (ii) deliver such cash to the Trustee
                       for delivery to the holder of this Note; provided that,
                       if the maturity date of this Note is accelerated because
                       of an event described under "Alternate Exchange
                       Calculation in Case of an Event of Default," the Issuer
                       shall give notice


                                      A-4
<PAGE>


                       of such acceleration and of the amount of cash to be
                       delivered with respect to each $1,000 principal amount
                       of this Note as promptly as possible, and in no case
                       later than two Business Days following such deemed
                       maturity date, (i) to the holder of this Note by mailing
                       notice of such acceleration by first class mail, postage
                       prepaid, to the holder's last address as it shall appear
                       upon the registry books, (ii) to the Trustee by
                       telephone or facsimile confirmed by mailing such notice
                       to the Trustee by first class mail, postage prepaid, at
                       its New York office and (iii) to the Depositary by
                       telephone or facsimile confirmed by mailing such notice
                       to the Depositary by first class mail, postage prepaid.
                       Any notice that is mailed in the manner herein provided
                       shall be conclusively presumed to have been duly given,
                       whether or not the holder of this Note receives the
                       notice.

                       The Issuer shall, or shall cause the Calculation Agent
                       to, deliver any cash otherwise due upon any acceleration
                       described above to the Trustee for delivery to the
                       holder of this Note. References to payment "per Note"
                       refer to each $1,000 principal amount of this Note. See
                       "Alternate Exchange Calculation in Case of an Event of
                       Default."

                       If this Note 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 cash
                       due at maturity.

Supplemental Amount... The greater of (a) zero and (b) the product of $1,000
                       and the S&P 500 Index Percent Change, as determined by
                       the Calculation Agent.

S&P 500 Index Percent
Change................ The S&P 500 Index Percent Change is a fraction, the
                       numerator of which is the Final Average Index Value less
                       the Initial Index Value and the denominator of which is
                       the Initial Index Value.

Final Average Index
Value................. The arithmetic average of the Index Closing Values on
                       each of the first three Trading Days from and including
                       December 19, 2008 on which no Market Disruption Event
                       occurs (each, a "Determination Date"), as determined by
                       the Calculation Agent.


                                      A-5
<PAGE>


Initial Index Value...

Index Closing Value... The Index Closing Value on any Trading Day shall be
                       equal to the closing value of the S&P 500 Index or any
                       Successor Index (as defined under "Discontinuance of the
                       S&P 500 Index; Alteration of Method of Calculation"
                       below) at the regular official weekday close of the
                       principal trading session of the New York Stock Exchange
                       ("NYSE") on that Trading Day. See "Discontinuance of the
                       S&P 500 Index; Alteration of Method of Calculation."

Morgan Stanley Call
Right ................ On any scheduled Trading Day on or after May 8, 2004,
                       the Issuer may call this Note, in whole but not in part,
                       and pay to the holder of this Note the Call Price in
                       cash 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 Note by mailing
                       notice of such exercise by first class mail, postage
                       prepaid, to the holder's last address as it shall appear
                       upon the registry books, (ii) to the Trustee by
                       telephone or facsimile confirmed by mailing such notice
                       to the Trustee by first class mail, postage prepaid, at
                       its New York office and (iii) to the Depositary in
                       accordance with the applicable procedures set forth in
                       the Letter of Representations related to this Note. 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 Note receives the
                       notice. Failure to give notice by mail, or any defect in
                       the notice to the holder of any Note shall not affect
                       the validity of the proceedings for the exercise of the
                       Morgan Stanley Call Right with respect to any other
                       Note.

                       The notice of the Issuer's exercise of the Morgan
                       Stanley Call Right shall specify (i) the Call Date (as
                       defined below), (ii) the Call Price payable per each
                       $1,000 principal amount of this Note, (iii) the place or
                       places of payment of such Call Price, (iv) that such
                       payment will be made upon presentation and surrender of
                       this Note, (v) that such exchange is pursuant to the
                       Morgan Stanley Call Right and (vi) if applicable, the
                       date to which the Maturity Date has been extended due to
                       a Market


                                      A-6
<PAGE>


                       Disruption Event as described under "Maturity Date"
                       above.

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

                       If this Note is so called by the Issuer, then an amount
                       of cash equal to the Call Price per each $1,000
                       principal amount of this Note shall be delivered to the
                       holder of this Note on the Call Date fixed by the Issuer
                       and set forth in its notice of its exercise of the
                       Morgan Stanley Call Right, upon delivery of this Note to
                       the Trustee. The Issuer shall, or shall cause the
                       Calculation Agent to, deliver such cash to the Trustee
                       for delivery to the holder of this Note.

                       If this Note 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 and
                       which may not be later than the Trading Day immediately
                       succeeding the Final Call Valuation Date (as defined
                       below).

Call Date............. The scheduled Trading Day on or after May 8, 2004 and on
                       or prior to the Maturity Date (including the Maturity
                       Date as it may be extended) specified by the Issuer in
                       its notice of mandatory exchange, on which the Issuer
                       shall pay the cash Call Price to the holder of this
                       Note. See "Maturity Date" above.

Call Price............ The Call Price with respect to any Call Date is an
                       amount of cash per each $1,000 principal amount of this
                       Note, calculated by the Calculation Agent, such that the
                       present value of the Call Price, discounted to the
                       Original Issue Date from the Call Date at the Yield to
                       Call rate of [ ]%


                                      A-7
<PAGE>


                       per annum computed on the basis of a 360-day year of
                       twelve 30-day months, equals the Issue Price.

Yield to Call......... [  ]% per annum

Final Call Valuation
Date.................. December 12, 2008; provided that if such day is not a
                       Trading Day or if a Market Disruption Event occurs on
                       such day, the Final Call Valuation Date shall be the
                       immediately succeeding Trading Day on which no Market
                       Disruption Event occurs.

Trading Day........... A day, as determined by the Calculation Agent, on which
                       trading is generally conducted on the 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.

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

                       All calculations with respect to the Final Average Index
                       Value, the Supplemental Amount, if any, and the Call
                       Price shall be rounded to the nearest one hundred-
                       thousandth, with five one-millionths rounded upward
                       (e.g., .876545 would be rounded to .87655); all dollar
                       amounts related to determination of the amount of cash
                       payable per each $1,000 principal amount of this Note
                       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 on the aggregate principal amount of this
                       Note 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 Note
                       and the Issuer.

Market Disruption
Event................. "Market Disruption Event" means, with respect to the S&P
                       500 Index:


                                     A-8
<PAGE>


                         (i) a suspension, absence or material limitation of
                         trading of stocks then constituting 20 percent or more
                         of the level of the S&P 500 Index (or the relevant
                         Successor Index) on the Relevant Exchanges for such
                         securities for more than two hours of trading or
                         during the one-half hour period preceding the close of
                         the principal trading session on such Relevant
                         Exchange; or a breakdown or failure in the price and
                         trade reporting systems of any Relevant Exchange as a
                         result of which the reported trading prices for stocks
                         then constituting 20 percent or more of the level of
                         the S&P 500 Index (or the relevant Successor Index)
                         during the last one-half hour preceding the close of
                         the principal trading session on such Relevant
                         Exchange are materially inaccurate; or the suspension,
                         absence or material limitation of trading on any major
                         U.S. securities market for trading in futures or
                         options contracts related to the S&P 500 Index (or the
                         relevant Successor Index) for more than two hours of
                         trading or during the one-half hour period preceding
                         the close of the principal trading session on such
                         market, in each case as determined by the Calculation
                         Agent in its sole discretion; and

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

                       For the purpose of determining whether a Market
                       Disruption Event exists at any time, if trading in a
                       security included in the S&P 500 Index is materially
                       suspended or materially limited at that time, then the
                       relevant percentage contribution of that security to the
                       level of the S&P 500 Index shall be based on a
                       comparison of (x) the portion of the level of the S&P
                       500 Index attributable to that security relative to (y)
                       the overall level of the S&P 500 Index, in each case
                       immediately before that suspension or limitation.

                       For purposes of determining whether a Market Disruption
                       Event has occurred: (1) a limitation on the hours or
                       number of days of trading shall not constitute a Market


                                      A-9
<PAGE>


                       Disruption Event if it results from an announced change
                       in the regular business hours of the relevant exchange
                       or market, (2) a decision to permanently discontinue
                       trading in the relevant futures or options contract
                       shall not constitute a Market Disruption Event, (3)
                       limitations pursuant to the rules of any Relevant
                       Exchange similar to NYSE Rule 80A (or any applicable
                       rule or regulation enacted or promulgated by any other
                       self-regulatory organization or government agency of
                       scope similar to NYSE Rule 80A as determined by the
                       Calculation Agent) on trading during significant market
                       fluctuations shall constitute a suspension, absence or
                       material limitation of trading, (4) a suspension of
                       trading in futures or options contracts on the S&P 500
                       Index by the primary securities market trading in such
                       contracts by reason of (x) a price change exceeding
                       limits set by such 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 futures or options contracts related to
                       the S&P 500 Index and (5) a "suspension, absence or
                       material limitation of trading" on any Relevant Exchange
                       or on the primary market on which futures or options
                       contracts related to the S&P 500 Index are traded shall
                       not include any time when such market is itself closed
                       for trading under ordinary circumstances.

Relevant Exchange..... "Relevant Exchange" means the primary U.S. organized
                       exchange or market of trading for any security then
                       included in the S&P 500 Index or any Successor Index.

Alternate Exchange
Calculation in Case
of an Event of
Default............... In case an event of default with respect to the Note
                       shall have occurred and be continuing, the amount
                       declared due and payable per each $1,000 principal
                       amount of this Note upon any acceleration of this Note
                       shall be determined by the Calculation Agent and shall
                       be an amount in cash equal to the lesser of (a) the sum
                       of (i) $1,000 plus (ii) the Supplemental Amount, if any,
                       calculated using as the Final Average Index Value the
                       Index Closing Value as of the date of acceleration and
                       (b) the Call Price, calculated as though the date of
                       acceleration were the Call Date (regardless of whether
                       the


                                      A-10
<PAGE>


                       date of acceleration is a day which occurs prior to May
                       8, 2004).

Discontinuance of the
S&P 500 Index;
Alteration of Method
of Calculation........ If Standard and Poor's ("S&P") discontinues publication
                       of the S&P 500 Index and S&P or another entity publishes
                       a successor or substitute index that MS & Co., as the
                       Calculation Agent, determines, in its sole discretion,
                       to be comparable to the discontinued S&P 500 Index (such
                       index being referred to herein as a "Successor Index"),
                       then any subsequent Index Closing Value, as determined
                       by the Calculation Agent, shall be determined by
                       reference to the value of such Successor Index at the
                       close of trading on the NYSE, the AMEX, the Nasdaq
                       National Market or the relevant exchange or market for
                       the Successor Index on the date that any Index Closing
                       Value is to be determined.

                       Upon any selection by the Calculation Agent of a
                       Successor Index, the Calculation Agent shall cause
                       written notice thereof to be furnished to the Trustee,
                       to the Issuer and to the holder of this Note within
                       three Trading Days of such selection.

                       If S&P discontinues publication of the S&P 500 Index
                       prior to, and such discontinuance is continuing on, the
                       date that any Index Closing Value is to be determined
                       and MS & Co., as the Calculation Agent, determines that
                       no Successor Index is available at such time, then, on
                       such date, the Calculation Agent shall determine the
                       Index Closing Value in accordance with the formula for
                       and method of calculating the S&P 500 Index last in
                       effect prior to such discontinuance, using the closing
                       price (or, if trading in the relevant securities has
                       been materially suspended or materially limited, its
                       good faith estimate of the closing price that would have
                       prevailed but for such suspension or limitation) at the
                       close of the principal trading session on such date of
                       each security most recently comprising the S&P 500 Index
                       on the Relevant Exchange.

                       If at any time the method of calculating the S&P 500
                       Index or a Successor Index, or the value thereof, is
                       changed in a material respect, or if the S&P 500 Index
                       or


                                      A-11
<PAGE>


                       a Successor Index is in any other way modified so that
                       such index does not, in the opinion of MS & Co., as the
                       Calculation Agent, fairly represent the value of the S&P
                       500 Index or such Successor Index had such changes or
                       modifications not been made, then, from and after such
                       time, the Calculation Agent shall, at the close of
                       business in New York City on each date on which the
                       Index Closing Value is to be determined, make such
                       calculations and adjustments as, in the good faith
                       judgment of the Calculation Agent, may be necessary in
                       order to arrive at a value of a stock index comparable
                       to the S&P 500 Index or such Successor Index, as the
                       case may be, as if such changes or modifications had not
                       been made, and calculate the Final Average Index Value
                       with reference to the S&P 500 Index or such Successor
                       Index, as adjusted. Accordingly, if the method of
                       calculating the S&P 500 Index or a Successor Index is
                       modified so that the value of such index is a fraction
                       of what it would have been if it had not been modified
                       (e.g., due to a split in the index), then the
                       Calculation Agent shall adjust such index in order to
                       arrive at a value of the S&P 500 Index or such Successor
                       Index as if it had not been modified (e.g., as if such
                       split had not occurred).


                                      A-12
<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 principal sum of
U.S.$40,000,000 (UNITED STATES DOLLARS FORTY MILLION), 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, Australian dollars or euro, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

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


                                      A-13
<PAGE>


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

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note 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


                                      A-14
<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.


                                      A-15
<PAGE>


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

DATED: November 8, 2001                MORGAN STANLEY DEAN WITTER & CO.


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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
  as Trustee


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


                                      A-16
<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


                                      A-17
<PAGE>


holder hereof, the Paying Agent must receive at its corporate trust office in
the Borough of Manhattan, The City of New York, at least 15 but not more than
30 days prior to the date of repayment, (i) this Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States setting forth the name
of the holder of this Note, the principal amount hereof, the certificate number
of this Note or a description of this Note's tenor and terms, the principal
amount hereof to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, that such
telegram, telex, facsimile transmission or letter shall only be effective if
this Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.

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

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

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

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


                                      A-18
<PAGE>


Reserve Bank of New York (the "Market Exchange Rate") on the Business Day
immediately preceding the date of issuance.

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

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

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


                                      A-19
<PAGE>


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

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

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


                                      A-20
<PAGE>


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

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

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

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

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

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


                                      A-21
<PAGE>


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

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

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

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

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

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

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


                                      A-22
<PAGE>


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

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

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

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


                                      A-23
<PAGE>


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

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

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

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

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

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

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


                                      A-24
<PAGE>


                                 ABBREVIATIONS

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

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

     UNIF GIFT MIN ACT - ______________________ Custodian _________________
                                (Minor)                        (Cust)

     Under Uniform Gifts to Minors Act ___________________________
                                                 (State)

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

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


                                     A-25
<PAGE>


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

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


_______________________________________________________________________________

_______________________________________________________________________________

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

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


Dated:
      ___________________________

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


                                      A-26
<PAGE>


                           OPTION TO ELECT REPAYMENT

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


_______________________________________________________________________________

_______________________________________________________________________________

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


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


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


                                      A-27