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
                   SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES C
                                  (Fixed Rate)


                           BRIDGES DUE JUNE 15, 2010
         BASED ON THE VALUE OF COMMON STOCK OF FIFTEEN COMPANIES IN THE
                                  OIL INDUSTRY

<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 PAYMENT
                                       REDUCTION:                                       UPON ACCELERATION:
                                       N/A                                                       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:
         OPTION TO                                                  N/A
         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....................    June 15, 2010, subject to extension in the
                                     event of a Market Disruption Event on the
                                     final Determination Date for calculating
                                     the Final Average Basket Value.


                                      A-2

<PAGE>


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

                                     In the event that the final 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 final 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............    $10

Maturity Redemption Amount.......    At maturity, the holder of this BRIDGES
                                     shall receive for each $10 principal
                                     amount of this BRIDGES the greater of (i)
                                     $10 (the principal amount of each BRIDGES)
                                     or (ii) the Final Average Basket Value.
                                     The Calculation Agent shall calculate the
                                     Maturity Redemption Amount on the Final
                                     Determination Date.

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


                                      A-3

<PAGE>



                                     respect to this BRIDGES to the Trustee for
                                     delivery to the holders on the Maturity
                                     Date.

Basket Stocks....................    The Basket Stocks are the fifteen stocks
                                     set forth in the table below. The table
                                     also indicates the ticker symbol for each
                                     Basket Stock on the New York Stock
                                     Exchange, Inc. ("NYSE") and the Exchange
                                     Ratio for each Basket Stock, each as
                                     determined on June 19, 2003.

<TABLE>
                                     Issuer of                       Ticker         Exchange
                                     -------------                  -------         -------
<S>                                                                  <C>            <C>
                                     Amerada Hess Corporation         AHC
                                     Baker Hughes Incorporated        BHI
                                     BP p.l.c.                        BP*
                                     ChevronTexaco Corporation        CVX
                                     ConocoPhillips Corporation       COP
                                     Exxon Mobil
                                       Corporation                    XOM
                                     Halliburton Company              HAL
                                     Kerr-McGee Corporation           KMG
                                     Marathon Oil Corporation         MRO
                                     Occidental Petroleum
                                     Corporation                      OXY
                                     Repsol YPF, S.A.                 REP*
                                     Royal Dutch Petroleum
                                     Company                          RD*
                                     Schlumberger Limited             SLB
                                     TOTAL S.A.                       TOT*
                                     Unocal Corporation               UCL
                                     ------------
                                      *Trades as American Depositary Shares
</TABLE>

Basket ..........................    The Basket is initially composed of the
                                     stock of fifteen companies in the oil
                                     industry and shall consist of a number of
                                     shares of each Basket Stock equal to the
                                     Exchange Ratio with respect to such Basket
                                     Stock.

Exchange Ratio...................    The Exchange Ratio for each Basket Stock is
                                     set forth in the table above and shall
                                     remain constant for the term of the
                                     BRIDGES, subject to adjustment for certain
                                     corporate and other events relating to the
                                     issuer of that Basket Stock. See
                                     "Adjustments to the Exchange Ratios"
                                     below.

Initial Basket Value.............    $10

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


                                      A-4

<PAGE>


Basket Value.....................    The Basket Value on any date shall equal
                                     the sum of the products of the Market
                                     Price and the Exchange Ratio for each
                                     Basket Stock, each determined as of such
                                     date by the Calculation Agent.

Determination Dates..............    The Determination Dates shall be June 15,
                                     2007, June 15, 2008, June 15, 2009 and
                                     June 11, 2010, in each such case subject
                                     to adjustment for Market Disruption Events
                                     as described in the two following
                                     paragraphs.

                                     If any of the first three 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 three scheduled Determination Dates,
                                     then 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.

                                     If June 11, 2010 (the final scheduled
                                     Determination Date) is not a Trading Day
                                     or if there is a Market Disruption Event
                                     on such day, the final Determination Date
                                     shall be the immediately succeeding
                                     Trading Day during which no Market
                                     Disruption Event shall have occurred.

Market Price.....................    If a Basket Stock (or any other security
                                     for which a Market Price must be
                                     determined) is listed on a national
                                     securities exchange, is a security of the
                                     Nasdaq National Market or is included in
                                     the OTC Bulletin Board Service ("OTC
                                     Bulletin Board") operated by the National
                                     Association of Securities Dealers, Inc.
                                     (the "NASD"), the Market Price for one
                                     share of such Basket Stock (or one unit of
                                     any such other security) on any Trading
                                     Day shall mean (i)the last reported sale
                                     price, regular way, of the principal
                                     trading session on such day on the
                                     principal United States securities
                                     exchange registered under the Securities
                                     Exchange Act of 1934, as amended (the
                                     "Exchange Act"), on which such Basket
                                     Stock (or any such other security) is
                                     listed or admitted to trading (which may
                                     be the Nasdaq National Market if it is
                                     then a national securities exchange) or
                                     (ii)if not listed or admitted to trading
                                     on any such securities exchange or if such
                                     last


                                      A-5

<PAGE>


                                     reported sale price is not obtainable
                                     (even if such Basket Stock (or such other
                                     security) is listed or admitted to trading
                                     on such securities exchange), the last
                                     reported sale price of the principal
                                     trading session on the over-the-counter
                                     market as reported on the Nasdaq National
                                     Market (if it is not then a national
                                     securities exchange) or OTC Bulletin Board
                                     on such day. If the last reported sale
                                     price of the principal trading session is
                                     not available pursuant to clause (i) or
                                     (ii) of the preceding sentence because of
                                     a Market Disruption Event or otherwise,
                                     the Market Price for any Trading Day shall
                                     be the mean, as determined by the
                                     Calculation Agent, of the bid prices for
                                     such Basket Stock (or any such other
                                     security) obtained from as many dealers in
                                     such security, but not exceeding three, as
                                     will make such bid prices available to the
                                     Calculation Agent. Bids of MS & Co. or any
                                     of its affiliates may be included in the
                                     calculation of such mean, but only to the
                                     extent that any such bid is the highest of
                                     the bids obtained. A "security of the
                                     Nasdaq National Market" shall include a
                                     security included in any successor to such
                                     system, and the term "OTC Bulletin Board
                                     Service" shall include any successor
                                     service thereto.

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

Market Disruption Event..........    "Market Disruption Event" means the
                                     occurrence or existence of any of the
                                     following events with respect to any
                                     Basket Stock:

                                         (i) a suspension, absence or material
                                         limitation of trading of such Basket
                                         Stock on the primary market for such
                                         Basket Stock for more than two hours
                                         of trading or during the one-half hour
                                         period preceding the close of the
                                         principal trading session in such
                                         market; or a breakdown or failure in
                                         the price and trade reporting systems
                                         of the primary market for such Basket
                                         Stock as a result of which the
                                         reported trading prices for such
                                         Basket Stock during the last one-half
                                         hour preceding the close of the
                                         principal trading session in such
                                         market are materially inaccurate; or


                                      A-6

<PAGE>


                                         the suspension, absence or material
                                         limitation of trading on the primary
                                         market for trading in options
                                         contracts related to such Basket
                                         Stock, if available, during the
                                         one-half hour period preceding the
                                         close of the principal trading session
                                         in the applicable market, in each case
                                         as determined by the Calculation Agent
                                         in its sole discretion; and

                                         (ii) a determination by the
                                         Calculation Agent in its sole
                                         discretion that any event described in
                                         clause (i) above materially interfered
                                         with the ability of Morgan Stanley or
                                         any of its affiliates to unwind or
                                         adjust all or a material portion of
                                         the hedge position in such Basket
                                         Stocks with respect to the BRIDGES due
                                         June 15, 2010.

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


                                      A-7

<PAGE>


Alternate 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 per $10 principal amount of this
                                     BRIDGES upon any acceleration of this
                                     BRIDGES shall be determined by the
                                     Calculation Agent and shall be equal to
                                     the greater of (i) $10 (the principal
                                     amount of this BRIDGES) and (ii) the Final
                                     Average Basket Value determined as though
                                     the Basket Value for any Determination
                                     Date scheduled to occur on or after such
                                     date of acceleration were the Basket Value
                                     on the date of acceleration.

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

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

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

                                     All calculations with respect to the
                                     Exchange Ratio for each Basket Stock and
                                     the Final Average Basket Value shall be
                                     rounded to the nearest one billionth, with
                                     five ten-billionths rounded upward (e.g.,
                                     .8765432105 would be rounded to
                                     .876543211); all dollar amounts related to
                                     determination of the amount of cash
                                     payable per BRIDGES shall be rounded to
                                     the nearest ten-thousandth, with five one
                                     hundred-thousandths rounded upward (e.g.,
                                     .76545 would be rounded up to .7655); and
                                     all dollar amounts paid on the aggregate
                                     number of BRIDGES shall be rounded to the
                                     nearest cent, with one-half cent rounded
                                     upward.


                                      A-8

<PAGE>


Adjustments to the
Exchange Ratios .................    The Exchange Ratio with respect to a
                                     Basket Stock shall be adjusted as follows:

                                     1.  If a Basket Stock is subject to a stock
                                     split or reverse stock split, then once
                                     such split has become effective, the
                                     Exchange Ratio for such Basket Stock shall
                                     be adjusted to equal the product of the
                                     prior Exchange Ratio and the number of
                                     shares issued in such stock split or
                                     reverse stock split with respect to one
                                     share of such Basket Stock.

                                     2.  If a Basket Stock is subject (i) to a
                                     stock dividend (issuance of additional
                                     shares of such Basket Stock) that is given
                                     ratably to all holders of shares of such
                                     Basket Stock or (ii) to a distribution of
                                     such Basket Stock as a result of the
                                     triggering of any provision of the
                                     corporate charter of the issuer of such
                                     Basket Stock, then once the dividend has
                                     been declared and the Basket Stock is
                                     trading ex-dividend, the Exchange Ratio
                                     for such Basket Stock shall be adjusted so
                                     that the new Exchange Ratio shall equal
                                     the prior Exchange Ratio plus the product
                                     of (i) the number of shares issued with
                                     respect to one share of such Basket Stock
                                     and (ii) the prior Exchange Ratio for such
                                     Basket Stock.

                                     3.  There shall be no adjustments to any
                                     Exchange Ratio to reflect cash dividends
                                     or other distributions paid with respect
                                     to a Basket Stock other than distributions
                                     described in clauses (i), (iv) and (v) of
                                     paragraph 5 below and Extraordinary
                                     Dividends as described below. A cash
                                     dividend or other distribution with
                                     respect to a Basket Stock shall be deemed
                                     to be an "Extraordinary Dividend" if such
                                     dividend or other distribution exceeds the
                                     immediately preceding non-Extraordinary
                                     Dividend for such Basket Stock by an
                                     amount equal to at least 10% of the Market
                                     Price of such Basket Stock (as adjusted
                                     for any subsequent corporate event
                                     requiring an adjustment hereunder, such as
                                     a stock split or reverse stock split) on
                                     the Trading Day preceding the ex-dividend
                                     date (that is, the day on and after which
                                     transactions in such Basket Stock on the
                                     primary United States organized securities
                                     exchange or trading system for such Basket
                                     Stock no longer carry the right to receive
                                     that cash dividend or other cash
                                     distribution) for the payment of such
                                     Extraordinary Dividend. If an
                                     Extraordinary Dividend occurs with respect
                                     to a Basket Stock, the Exchange Ratio


                                      A-9

<PAGE>


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

                                     4.  If an issuer of a Basket Stock issues
                                     rights or warrants to all holders of a
                                     Basket Stock to subscribe for or purchase
                                     such Basket Stock at an exercise price per
                                     share less than the Market Price of such
                                     Basket Stock on both (i) the date the
                                     exercise price of such rights or warrants
                                     is determined and (ii) the expiration date
                                     of such rights or warrants, and if the
                                     expiration date of such rights or warrants
                                     precedes the maturity of the BRIDGES, then
                                     the Exchange Ratio for such Basket Stock
                                     shall be adjusted to equal the product of
                                     the prior Exchange Ratio for such Basket
                                     Stock and a fraction, the numerator of
                                     which shall be the number of shares of
                                     such Basket Stock outstanding immediately
                                     prior to the issuance of such rights or
                                     warrants plus the number of additional
                                     shares of such Basket Stock offered for
                                     subscription or purchase pursuant to such
                                     rights or warrants and the denominator


                                      A-10

<PAGE>


                                     of which shall be the number of shares of
                                     such Basket Stock outstanding immediately
                                     prior to the issuance of such rights or
                                     warrants plus the number of additional
                                     shares of such Basket Stock which the
                                     aggregate offering price of the total
                                     number of shares of such Basket Stock so
                                     offered for subscription or purchase
                                     pursuant to such rights or warrants would
                                     purchase at the Market Price on the
                                     expiration date of such rights or
                                     warrants, which shall be determined by
                                     multiplying such total number of shares
                                     offered by the exercise price of such
                                     rights or warrants and dividing the
                                     product so obtained by such Market Price.

                                     5. Any of the following shall constitute a
                                     Reorganization Event: (i) there occurs any
                                     reclassification or change of a Basket
                                     Stock, including, without limitation, as a
                                     result of the issuance of any tracking
                                     stock by the issuer of such Basket Stock,
                                     (ii) the issuer of a Basket Stock or any
                                     surviving entity or subsequent surviving
                                     entity of the issuer of such Basket Stock
                                     (an "Issuer Successor") has been subject
                                     to a merger, combination or consolidation
                                     and is not the surviving entity, (iii) any
                                     statutory exchange of securities of the
                                     issuer of a Basket Stock or any Issuer
                                     Successor with another corporation occurs
                                     (other than pursuant to clause (ii)
                                     above), (iv) the issuer of a Basket Stock
                                     is liquidated, (v) the issuer of a Basket
                                     Stock issues to all of its shareholders
                                     equity securities of an issuer other than
                                     the issuer of such Basket Stock (other
                                     than in a transaction described in clause
                                     (ii), (iii) or (iv) above) (a "Spinoff
                                     Event") or (vi) a tender or exchange offer
                                     or going-private transaction is
                                     consummated for all the outstanding shares
                                     of such Basket Stock. If any
                                     Reorganization Event occurs, in each case
                                     as a result of which the holders of a
                                     Basket Stock are entitled to receive
                                     stock, other securities or other property
                                     or assets (including, without limitation,
                                     cash or other classes of securities of the
                                     issuer of such Basket Stock and including
                                     (x) in the case of the issuance of
                                     tracking stock, the reclassified share of
                                     the Basket Stock, (y) in the case of a
                                     Spin-off Event, the share of the Basket
                                     Stock with respect to which the spun-off
                                     security was issued and (z) in the case of
                                     any other Reorganization Event where the
                                     Basket Stock continues to be held by the
                                     holders receiving such distribution, the
                                     Basket Stock) (collectively, "Exchange
                                     Property") with respect to or in exchange
                                     for such Basket


                                      A-11

<PAGE>


                                     Stock, then in lieu of using the product
                                     of the Market Price and the Exchange Ratio
                                     for such Basket Stock to calculate the
                                     Basket Value on any date, the Calculation
                                     Agent shall use the Exchange Property
                                     Value on such date. The Exchange Property
                                     Value at any date means (i) for any cash
                                     received per share of Basket Stock, the
                                     amount of cash received per share of
                                     Basket Stock as adjusted by the applicable
                                     Exchange Ratio for such Basket Stock on
                                     the date of such Reorganization Event,
                                     (ii) for any property other than cash or
                                     securities received in such distribution,
                                     the market value, as determined by the
                                     Calculation Agent, as of the date of
                                     receipt, of such Exchange Property
                                     received for each share of Basket Stock,
                                     as adjusted by the Exchange Ratio for such
                                     Basket Stock on the date of such
                                     Reorganization Event, (iii) for any
                                     security received in any such
                                     distribution, an amount equal to the
                                     Market Price, as of the date on which the
                                     Exchange Property Value is determined, per
                                     share of such security multiplied by the
                                     quantity of such security received for
                                     each share of Basket Stock, as adjusted by
                                     the Exchange Ratio for such Basket Stock
                                     on the date of the initial distribution of
                                     such Exchange Property (such as-adjusted
                                     quantity, a "New Exchange Ratio") and (iv)
                                     if the Exchange Property was distributed
                                     with respect to, rather than in exchange
                                     for, a Basket Stock, an amount equal to
                                     the Market Price, as of the date on which
                                     the Exchange Property Value is determined,
                                     for such Basket Stock multiplied by the
                                     Exchange Ratio as of the date on which the
                                     Exchange Property Value is determined. The
                                     holder of this BRIDGES shall not receive
                                     any interest accrued on the cash component
                                     of any Exchange Property. Any New Exchange
                                     Ratio shall also be subject to the
                                     adjustments set forth in paragraphs 1
                                     through 5 hereof.

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


                                      A-12

<PAGE>


                                     Exchange Property in which an offeree may
                                     elect to receive cash or other property,
                                     Exchange Property shall be deemed to
                                     include the kind and amount of cash and
                                     other property received by offerees who
                                     elect to receive cash.

                                     If a Market Price for a Basket Stock is no
                                     longer available for a Basket Stock for
                                     whatever reason, including the liquidation
                                     of the issuer of such Basket Stock or the
                                     subjection of such issuer to a proceeding
                                     under any applicable bankruptcy,
                                     insolvency or other similar law, then the
                                     value of such Basket Stock shall equal
                                     zero for so long as no Market Price is
                                     available. There shall be no substitution
                                     for any such Basket Stock.

                                     No adjustment to the Exchange Ratio of a
                                     Basket Stock shall be required unless such
                                     adjustment would require a change of at
                                     least 0.1% in the Exchange Ratio of such
                                     Basket Stock then in effect. The Exchange
                                     Ratio resulting from any of the
                                     adjustments specified above shall be
                                     rounded to the nearest one billionth, with
                                     five ten-billionths rounded upward.
                                     Adjustments to the Exchange Ratio of a
                                     Basket Stock shall be made up to and
                                     including the final scheduled
                                     Determination Date.

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

                                     The Calculation Agent shall provide
                                     information as to any adjustments to any
                                     Exchange Ratio upon written request by any
                                     holder of this BRIDGES.


                                      A-13

<PAGE>


   Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a
Delaware corporation (together with its successors and assigns, the "Issuer"),
for value received, hereby promises to pay toCEDE & 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-14

<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 11:00a.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-15

<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-16

<PAGE>


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



DATED:                                 Morgan Stanley



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

TRUSTEE'S CERTIFICATE
      OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
      as Trustee



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


                                      A-17

<PAGE>



                              REVERSE OF SECURITY

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

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

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

         If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest


                                      A-18

<PAGE>


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

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

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

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

         This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 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-19

<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-20

<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-21

<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 calendar days prior to the earliest date on which the Issuer
would be obligated to pay such Additional Amounts if a payment in respect of
this Note were then due.

         Notice of redemption will be given not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on 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 calendar days after the date
      on which such payment became due and payable or the date on which payment
      thereof is duly provided for, whichever occurs later;

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

         (c) any tax, assessment or other governmental charge imposed by reason
      of such holder's past or present status as a personal holding company or
      foreign personal holding company or controlled foreign corporation or
      passive foreign investment company with respect to the United States or
      as a corporation which accumulates earnings to avoid United States
      federal income tax or as a private foundation or other tax-exempt
      organization or a bank receiving interest under Section 881(c)(3)(A) of
      the Internal Revenue Code of 1986, as amended;


                                      A-22

<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).

         In addition, the Issuer shall not be required to make any payment of
Additional Amounts (i) to any such holder where such withholding or deduction
is imposed on a payment to an individual and is required to be made pursuant to
any European Union Directive on the taxation of savings implementing the
agreement reached in the ECOFIN Council meeting of 13 December 2001 or any law
implementing or complying with, or introduced in order to conform to, such
Directive; or (ii) by or on behalf of a holder who would have been able to
avoid such withholding or deduction by presenting this Note or the relevant
coupon to another Paying Agent in a member state of the European Union. Nor
shall 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


                                      A-23

<PAGE>


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

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

         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


                                      A-24

<PAGE>


Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated. If any European Union Directive on
the taxation of savings implementing the agreement reached in the ECOFIN
Council meeting of 13 December 2001 or any law implementing or complying with,
or introduced in order to conform to, such Directive is introduced and a Paying
Agent has been designated within the European Union, the Issuer will maintain a
Paying Agent in a member state of the European Union that will not be obligated
to withhold or deduct tax pursuant to any such Directive or law.

         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.


                                      A-25

<PAGE>


         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-26

<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-27

<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-28

<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-29