EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE


REGISTERED                                                        REGISTERED
No. FXR                                                           $
                                                                  CUSIP:


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





                                      A-1
<PAGE>


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


                      BRIDGES DUE                 , 200[ ]
                  BASED ON THE VALUE OF THE RUSSELL 2000 INDEX


<TABLE>
=======================================================================================================================
<S>                           <C>                         <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION          INTEREST RATE: N/A           MATURITY DATE:
                                DATE: N/A                                                See "Maturity Date"
                                                                                         below.
-----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION          INTEREST PAYMENT             OPTIONAL
  DATE: N/A                     PERCENTAGE:                 DATE(S): N/A                 REPAYMENT
                                N/A                                                      DATE(S):  N/A
-----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION           INTEREST PAYMENT             APPLICABILITY OF
  U.S. Dollars                  PERCENTAGE                  PERIOD: N/A                  MODIFIED
                                REDUCTION:  N/A                                          PAYMENT
                                                                                         UPON
                                                                                         ACCELERATION:
                                                                                         See "Alternate
                                                                                         Exchange Calculation
                                                                                         in Case of an Event of
                                                                                         Default" below.
-----------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                  REDEMPTION NOTICE           APPLICABILITY OF             If yes, state Issue Price:
  CURRENCY                      PERIOD: N/A                 ANNUAL                       N/A
  OTHER THAN                                                INTEREST
  U.S. DOLLARS,                                             PAYMENTS: N/A
  OPTION TO
  ELECT
  PAYMENT IN
  U.S. DOLLARS:
  N/A
-----------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                                                                          ORIGINAL YIELD TO
  AGENT:  N/A                                                                            MATURITY: N/A
-----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
  (see below)
=======================================================================================================================
</TABLE>


Maturity Date.......................       , 200[ ], subject to extension in the
                                      event of a Market Disruption Event on
                                      the sixth Determination Date for
                                      calculating the Final Average Index
                                      Value.




                                      A-2

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

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

Minimum Denominations...........      $

Russell 2000 Index..............      The Russell 2000 Index published by Frank
                                      Russell Company.

Maturity Redemption Amount......      At maturity the holder of this BRIDGES
                                      shall receive the principal amount of
                                      this BRIDGES plus the Supplemental
                                      Redemption Amount, if any.

Supplemental Redemption Amount..      The Supplemental Redemption Amount payable
                                      with respect to this BRIDGES at maturity
                                      shall be equal to the greater of (i)
                                      zero and (ii) the product of the
                                      principal amount of this BRIDGES times
                                      the Russell 2000 Index Percent Change.
                                      The Calculation Agent shall calculate
                                      the Supplemental Redemption Amount on
                                      the sixth Determination Date.



                                     A-3

<PAGE>

                                      The Issuer shall cause the Calculation
                                      Agent to provide written notice to the
                                      Trustee at its New York office, on which
                                      notice the Trustee may conclusively
                                      rely, of the Supplemental Redemption
                                      Amount, on or prior to 11:00 a.m. on the
                                      Business Day preceding the Maturity
                                      Date.

Russell 2000 Index Percent
  Change........................      The Russell 2000 Index Percent Change is
                                      a fraction, the numerator of which shall
                                      be the Final Average Index Performance
                                      and the denominator of which shall be
                                      the Initial Index Value. The Russell
                                      2000 Index Percent Change is described
                                      by the following formula:

                                      Final Average Index Performance
                                      -------------------------------
                                            Initial Index Value

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

Final Average Index
  Performance...................      The Final Average Index Value minus the
                                      Benchmark Index Value.

Benchmark Index Value...........      The lesser of (i) the Initial Index Value
                                      and (ii) the Index Closing Value on
                                                   , 200[ ], as determined by
                                      the Calculation Agent.

Final Average Index Value.......      The arithmetic average of the Index
                                      Closing Values on each of the
                                      Determination Dates, as determined by the
                                      Calculation Agent.

Index Closing Value.............      The Index Closing Value on any Trading Day
                                      shall equal the closing value of the
                                      Russell 2000 Index or any Successor
                                      Index (as defined under
                                      "--Discontinuance of the Russell 2000
                                      Index; Alteration of Method of
                                      Calculation" below) at the regular
                                      official weekday close of the principal
                                      trading session of the New York Stock
                                      Exchange (the "NYSE") on that Trading
                                      Day. In certain circumstances, the Index
                                      Closing Value shall be based on the
                                      alternate calculation of the Russell
                                      2000 Index described under
                                      "--Discontinuance of the Russell 2000
                                      Index; Alteration of Method of
                                      Calculation."

                                      References to the Russell 2000 Index
                                      shall include any Successor Index,
                                      unless the context requires otherwise.

                                            A-4

<PAGE>



Determination Dates.............      The Determination Dates shall be         ,
                                      200[ ],               , 200[ ],
                                            , 200[ ],                  , 200[ ],
                                            , 200[ ] and               , 200[ ],
                                      in each such case subject to
                                      adjustment for Market Disruption Events
                                      as described in the two following
                                      paragraphs.

                                      If any of the first five scheduled
                                      Determination Dates is not a Trading Day
                                      or if a Market Disruption Event occurs
                                      on any such date, such Determination
                                      Date shall be the immediately succeeding
                                      Trading Day during which no Market
                                      Disruption Event shall have occurred;
                                      provided that if a Market Disruption
                                      Event has occurred on each of the five
                                      Trading Days immediately succeeding any
                                      of the first five scheduled
                                      Determination Dates, then (i) such fifth
                                      succeeding Trading Day shall be deemed
                                      to be the relevant Determination Date,
                                      notwithstanding the occurrence of a
                                      Market Disruption Event on such day, and
                                      (ii) with respect to any such fifth
                                      Trading Day on which a Market Disruption
                                      Event occurs, the Calculation Agent
                                      shall determine the value of the Russell
                                      2000 Index on such fifth Trading Day in
                                      accordance with the formula for and
                                      method of calculating the value of the
                                      Russell 2000 Index last in effect prior
                                      to the commencement of the Market
                                      Disruption Event, 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) on such Trading Day of
                                      each security most recently comprising
                                      the Russell 2000 Index.

                                      If               , 200[ ] (the sixth
                                      scheduled Determination Date) is
                                      not a Trading Day or if there is a
                                      Market Disruption Event on such
                                      day, the sixth Determination Date
                                      shall be the immediately succeeding
                                      Trading Day during which no Market
                                      Disruption Event shall have
                                      occurred.

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



                                      A-5

<PAGE>



Market Disruption Event.........      "Market Disruption Event" means, with
                                      respect to the Russell 2000 Index, the
                                      occurrence or existence of a suspension,
                                      absence or material limitation of
                                      trading of stocks then constituting 20%
                                      or more of the level of the Russell 2000
                                      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%
                                      or more of the level of the Russell 2000
                                      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, material limitation or
                                      absence of trading on any major U.S.
                                      securities market for trading in futures
                                      or options contracts related to the
                                      Russell 2000 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.

                                      For the purpose of determining whether a
                                      Market Disruption Event exists at any
                                      time, if trading in a security included
                                      in the Russell 2000 Index is materially
                                      suspended or materially limited at that
                                      time, then the relevant percentage
                                      contribution of that security to the
                                      level of the Russell 2000 Index shall be
                                      based on a comparison of (x) the portion
                                      of the level of the Russell 2000 Index
                                      attributable to that security relative
                                      to (y) the overall level of the Russell
                                      2000 Index, in each case immediately
                                      before that suspension or limitation.

                                      For purposes of determining whether a
                                      Market Disruption Event has occurred:
                                      (1) a limitation on the hours or number
                                      of days of trading shall not constitute
                                      a Market Disruption Event if it results
                                      from an announced change in the regular
                                      business hours of the relevant exchange
                                      or market, (2) a decision to permanently
                                      discontinue trading in the relevant
                                      futures or options contract shall not
                                      constitute a Market Disruption Event,
                                      (3) limitations pursuant to the rules of
                                      any Relevant Exchange similar to

                                      A-6

<PAGE>

                                      NYSE Rule 80A (or any applicable rule or
                                      regulation enacted or promulgated by any
                                      other self-regulatory organization or
                                      any government agency of scope similar
                                      to NYSE Rule 80A as determined by the
                                      Calculation Agent) on trading during
                                      significant market fluctuations shall
                                      constitute a suspension, absence or
                                      material limitation of trading, (4) a
                                      suspension of trading in futures or
                                      options contracts on the Russell 2000
                                      Index by the primary securities market
                                      trading in such contracts by reason of
                                      (a) a price change exceeding limits set
                                      by such exchange or market, (b) an
                                      imbalance of orders relating to such
                                      contracts or (c) a disparity in bid and
                                      ask quotes relating to such contracts
                                      shall constitute a suspension, absence
                                      or material limitation of trading in
                                      futures or options contracts related to
                                      the Russell 2000 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 Russell 2000 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 Russell 2000 Index or any
                                      Successor Index.

Alternative Exchange
Calculation in Case of an
Event of Default ...............      In case an Event of Default with respect
                                      to this BRIDGES shall have occurred and
                                      be continuing, the amount declared due
                                      and payable for this BRIDGES upon any
                                      acceleration of this BRIDGES shall be
                                      determined by the Calculation Agent and
                                      shall be equal to the principal amount
                                      of this BRIDGES plus the Supplemental
                                      Redemption Amount, if any, determined as
                                      though the Index Closing Value for any
                                      Determination Date scheduled to occur on
                                      or after such date of acceleration were
                                      the Index Closing Value on the date of
                                      acceleration.

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

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

                                      A-7

<PAGE>



                                      all purposes and binding on the holder
                                      of this BRIDGES and on the Issuer.

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

Discontinuance of the
Russell 2000 Index; Alteration
of Method of Calculation........      If Frank Russell Company discontinues
                                      publication of the Russell 2000 Index
                                      and Frank Russell Company 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 Russell 2000 Index (such
                                      index being referred to herein as a
                                      "Successor Index"), then any subsequent
                                      Index Closing Value shall be determined
                                      by reference to the value of such
                                      Successor Index at the 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 BRIDGES within three Trading
                                      Days of such selection.

                                      If Frank Russell Company discontinues
                                      publication of the Russell 2000 Index
                                      prior to, and such discontinuance is
                                      continuing on, any Determination Date or
                                      December 30, 2002 and MS & Co., as the
                                      Calculation Agent, determines, in its
                                      sole discretion, that no Successor Index
                                      is available at such time, then the
                                      Calculation Agent shall determine the
                                      Index Closing Value for such date. The

                                      A-8

<PAGE>

                                      Index Closing Value shall be computed by
                                      the Calculation Agent in accordance with
                                      the formula for and method of
                                      calculating the Russell 2000 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 Russell
                                      2000 Index. Notwithstanding these
                                      alternative arrangements, discontinuance
                                      of the publication of the Russell 2000
                                      Index may adversely affect the value of
                                      this BRIDGES.

                                      If at any time the method of calculating
                                      the Russell 2000 Index or a Successor
                                      Index, or the value thereof, is changed
                                      in a material respect, or if the Russell
                                      2000 Index or a Successor Index is in
                                      any other way modified so that such
                                      index does not, in the opinion of MS &
                                      Co., as the Calculation Agent, fairly
                                      represent the value of the Russell 2000
                                      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
                                      Russell 2000 Index or such Successor
                                      Index, as the case may be, as if such
                                      changes or modifications had not been
                                      made, and the Calculation Agent shall
                                      calculate the Final Average Index Value
                                      and the Benchmark Index Value, if
                                      necessary, with reference to the Russell
                                      2000 Index or such Successor Index, as
                                      adjusted. Accordingly, if the method of
                                      calculating the Russell 2000 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 Russell 2000
                                      Index or such Successor Index as if it
                                      had not been modified (e.g., as if such
                                      split had not occurred).


                                      A-9

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

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

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

                                      A-10

<PAGE>



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

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

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

                                      A-11

<PAGE>



payable in the absence of such an election to such holder and at which the
applicable dealer commits to execute a contract. If such bid quotations are not
available, such payment will be made in the Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments.

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

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



                                      A-12

<PAGE>



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



DATED:       , 200[ ]                       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.

JPMORGAN CHASE BANK,
     as Trustee



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


                                      A-13

<PAGE>



                              REVERSE OF SECURITY

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

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

       If so indicated on the face hereof, this Note may be redeemed in whole
or in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption. If
this Note is subject to "Annual Redemption Percentage Reduction," the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption. Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 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

                                      A-14

<PAGE>



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 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

                                      A-15

<PAGE>



of 1,000 units of such Specified Currency, as determined by reference to the
noon dollar buying rate in The City of New York for cable transfers of such
Specified Currency published by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the Business Day immediately preceding the date of
issuance.

       The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
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

                                      A-16

<PAGE>



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 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 "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

                                      A-17

<PAGE>



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.

       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

                                      A-18

<PAGE>



       (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 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

                                      A-19

<PAGE>



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 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

                                      A-20

<PAGE>



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.

       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,

                                      A-21

<PAGE>



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-22

<PAGE>



                                 ABBREVIATIONS

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



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


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

            Under Uniform Gifts to Minors Act _________________________________
                                                        (State)

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

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


                                      A-23

<PAGE>



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

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

________________________________________________________________________________

________________________________________________________________________________

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

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



Dated:________________________________


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


                                      A-24

<PAGE>


                           OPTION TO ELECT REPAYMENT

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

________________________________________________________________________________

________________________________________________________________________________

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


     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note 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-25