EXHIBIT 4-bb

                         [FORM OF FACE OF SECURITY]

                EURO FIXED RATE SUBORDINATED REGISTERED NOTE

REGISTERED                                                          REGISTERED
No. EFXRR                                                   [PRINCIPAL AMOUNT]

      THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE OFFERING OR RE SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.(1)


-----------
(1)  If this Note is offered in Japan or denominated in Japanese Yen,
appropriate legends need to be added.



<PAGE>



                               MORGAN STANLEY
                    GLOBAL MEDIUM TERM NOTE, SERIES [D/E]
                Euro Fixed Rate Subordinated Registered Note


================================================================================
ORIGINAL ISSUE   INITIAL REDEMPTION  INTEREST RATE:      MATURITY DATE:
  DATE:            DATE:
--------------------------------------------------------------------------------
INTEREST ACCRUAL INITIAL REDEMPTION  INTEREST PAYMENT    OPTIONAL REPAYMENT
  DATE:            PERCENTAGE:         DATE(S):          DATE(S):
--------------------------------------------------------------------------------
SPECIFIED        ANNUAL  REDEMPTION  EUROCLEAR NO.:      MINIMUM
CURRENCY:        PERCENTAGE                                DENOMINATIONS:
                 REDUCTION:
--------------------------------------------------------------------------------
EXCHANGE RATE    REDEMPTION NOTICE   CLEARSTREAM NO.:    APPLICABILITY OF
  AGENT:           PERIOD:(2)                            MODIFIED  PAYMENT
                                                         UPON
                                                         ACCELERATION OR
                                                         REDEMPTION:
--------------------------------------------------------------------------------
                 PRICE APPLICABLE    COMMON CODE:        If yes, state Issue
                 UPON OPTIONAL                           Price:
                 REPAYMENT:(3)
--------------------------------------------------------------------------------
OTHER                                ISIN:               ORIGINAL YIELD TO
PROVISIONS:                                                MATURITY:
================================================================================


      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   to
_______________________,   or  registered   assignees,   [principal   sum  of
______________________________](4) [amount specified in Schedule A hereto](5),
on the Maturity Date specified above (except to the extent previously redeemed
or repaid) and to pay interest thereon at the Interest Rate per annum specified
above from and including the Interest Accrual Date specified above until but
excluding the date the principal hereof is paid or duly made available for
payment (except as provided below) weekly, monthly, quarterly, semi-annually or
annually in arrears on the Interest Payment Dates specified above in each
commencing on the Interest


-----------
(2)  Applicable if other than 30-60 calendar days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 calendar days
may be possible.

(3)  Applies if this Note has optional repayment and is issued with original
     issue discount.

(4)  Applies if this Note is not issued as part of, or in relation to, a Unit.

(5)  Applies if this Note is issued as part of, or in relation to, a Unit.


                                       2


<PAGE>



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.

      Interest on this Note will accrue from and including the most recent
Interest Payment 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 (except as provided below). 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 on the reverse
hereof)) (each such date, a "Record Date"); provided, however, that interest
payable at maturity, redemption or repayment will be payable to the person to
whom the principal hereof shall be payable.

      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 in
immediately available funds upon surrender of this Note at the office or agency
of the Principal Paying Agent, as defined on the reverse hereof, or at such
other paying agency as the Issuer may determine (each, a "Paying Agent," which
term shall include the Principal Paying Agent). Payment of the principal of and
premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register. A
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will 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 Principal 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, payments of interest hereon 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, and in the case the Specified
Currency is euro, in a country for which the euro is the lawful currency, if
appropriate wire transfer instructions have been received by the Principal
Paying Agent in writing on or prior to the fifth business day after the
applicable Record Date. If such wire transfer instructions are not so received,
such interest 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.

      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.


                                       3


<PAGE>



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


                                       4


<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


                                       5


<PAGE>



                        [FORM OF REVERSE OF SECURITY]

      This Note is one of a duly authorized issue of Subordinated Global Medium
Term Notes, Series [D/E], 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 Subordinated Indenture, dated as of May 1, 1999, between the
Issuer and Bank One Trust Company, N.A. (as successor to The First National
Bank of Chicago), as Trustee (the "Trustee," which term includes any successor
trustee under the Subordinated Indenture) (as may be amended or supplemented
from time to time, the "Subordinated Indenture"), to which Subordinated
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
Trustee has appointed JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank) as Authenticating Agent (the "Authenticating Agent," which term
includes any successor authenticating agent appointed by the Trustee) with
respect to the Notes, and the Issuer has appointed JPMorgan Chase Bank, acting
through its principal corporate trust office in the Borough of Manhattan, The
City of New York, as a paying agent for the Notes in the United States and
JPMorgan Chase Bank, London Branch, at its corporate trust office in London, as
its principal paying agent for the Notes outside the United States (the
"Principal Paying Agent," which term includes any additional or successor
principal paying agent appointed by the Issuer). 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 Subordinated Indenture. To
the extent not inconsistent herewith, the terms of the Subordinated 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 indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, 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
(except as indicated below). 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
(except as provided below). Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption 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 Subordinated 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.


                                       6


<PAGE>



      If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below),
provided that if this Note is issued with original issue discount, this Note
will be repayable on the applicable Optional Repayment Date or Dates at the
price(s) specified on the face hereof. For this Note to be repaid at the option
of the holder hereof, the Principal Paying Agent must receive at its office in
London, 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 trust company
in the United States, Western Europe or Japan setting forth the principal
amount of the Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the Option to Elect Repayment is being exercised and a guarantee
that this Note to be repaid, together with the duly completed form entitled
Option to Elect Repayment, will be received by the principal paying agent not
later than the fifth Business Day after the date of that telegram, telex,
facsimile transmission or letter. However, the telegram, telex, facsimile
transmission or letter shall only be effective if this Note and an Option to
Elect Repayment form duly completed are received by the Paying Agent by the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter. Unless otherwise indicated on the face of this Note,
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 specified
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 other obligations of the Issuer hereunder will
constitute part of the subordinated debt of the Issuer, will be issued under
the Subordinated Indenture and will be subordinate and junior in right of
payment, to the extent and in the manner set forth in the


                                       7


<PAGE>



Subordinated Indenture, to all "Senior Indebtedness" of the Issuer. The
Subordinated Indenture defines "Senior Indebtedness" as obligations (other than
non recourse obligations, the debt securities, including this Note, issued
under the Subordinated Indenture or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness) of,
or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation.

      This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and is issuable
only in the minimum denominations set forth on the face hereof or any amount in
excess thereof which is an integral multiple of 1,000 units of the Specified
Currency set forth on the face hereof.

      JPMorgan Chase Bank has been appointed registrar for the Notes (the
"Registrar," which term includes any successor registrar appointed by the
Issuer), and the Registrar 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 either the aforesaid New York office or at the London office of
the Registrar by surrendering this Note for cancellation, accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Registrar and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Registrar 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 Registrar 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 offices for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
registrations, exchanges and transfers of Notes will be free of service charge,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar 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 Registrar, the Issuer in its discretion will execute a new
Note of like tenor in exchange for this Note, but, if this Note has been
destroyed, lost or stolen, only


                                       8


<PAGE>



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

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


                                       9


<PAGE>



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

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

      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 defined below) as may be necessary
in order that every net payment of the principal of and interest on this Note
and any other amounts payable on this Note, after withholding or deduction for
or on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States, or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in this Note to be then due and payable. The
Issuer will not, however, make any payment of Additional Amounts to any such
holder who is a United States Alien for or on account of:

            (a) any present or future tax, assessment or other governmental
      charge that would not have been so imposed but for (i) the existence of
      any present or former connection between such holder, or between a
      fiduciary, settlor, beneficiary, member or shareholder of such holder, if
      such holder is an estate, a trust, a partnership or a corporation for
      United States federal income tax purposes, and the United States,
      including, without limitation, such holder, or such fiduciary, settlor,
      beneficiary, member


                                      10


<PAGE>



      or shareholder, being or having been a citizen or resident thereof or
      being or having been engaged in a trade or business or present therein or
      having, or having had, a permanent establishment therein or (ii) the
      presentation by or on behalf of the holder of this Note for payment on a
      date more than 15 calendar days after the date on which such payment
      became due and payable or the date on which payment thereof is duly
      provided for, whichever occurs later;

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

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

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

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

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

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

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

In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on


                                      11


<PAGE>



behalf of a holder who would have been able to avoid such withholding or
deduction by presenting this Note or the relevant coupon to another Paying
Agent in a member state of the European Union. Nor shall the Issuer pay
Additional Amounts with respect to any payment on this Note to a United States
Alien who is a fiduciary or partnership or other than the sole beneficial owner
of such payment to the extent such payment would be required by the laws of the
United States (or any political subdivision thereof) to be included in the
income, for tax purposes, of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the holder of this Note.

      The Subordinated 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 Subordinated
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, (i) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or change the currency of payment thereof, or modify or
amend the provisions for conversion of any currency into any other currency, or
modify or amend the provisions for conversion or exchange of the debt security
for securities of the Issuer or other entities or for other property (other
than as provided in the antidilution provisions or other similar adjustment
provisions of the debt securities or otherwise in accordance with the terms
thereof), or impair or affect the rights of any holder to institute suit for
the payment thereof or (ii) reduce the aforesaid percentage in principal amount
of debt securities the consent of the holders of which is required for any such
supplemental indenture; provided, however, that neither this Note nor the
Subordinated Indenture may be amended to alter the subordination provisions
hereof or thereof without the written consent of each holder of Senior
Indebtedness then outstanding that would potentially be adversely affected
thereby.

      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 (as defined below) 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


                                      12


<PAGE>



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 (as defined below)
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 (as defined below) 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. International
Limited, unless otherwise indicated on the face hereof.

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

      So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. If this Note is listed on the London Stock Exchange plc and such
exchange so requires, the Issuer shall maintain a Paying Agent in London. If
any European Union Directive on the taxation of savings comes into force, the
Issuer will, to the extent possible as a matter of law, maintain a Paying Agent
in a member state of the European Union that will not be obligated to withhold
or deduct tax pursuant to any such Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive. The
Issuer may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Issuer may decide. So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the names
and locations of such agencies, if any are so designated.

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


                                      13


<PAGE>



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 Subordinated 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 Subordinated Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

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

      As used herein:

            (a) the term "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 in London 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");

            (b) the term "Market Exchange Rate" means the noon U.S. dollar
      buying rate in The City of New York for cable transfers of the Specified
      Currency indicated on the face hereof published by the Federal Reserve
      Bank of New York;

            (c) the term "Notices" refers to notices to the holders of the
      Notes at each holder's address as that address appears in the register
      for the Notes by first class mail, postage prepaid, and to be given by
      publication in an authorized newspaper in the English language and of
      general circulation in the Borough of Manhattan, The City of New York,


                                      14


<PAGE>



      and London or, if publication in London is not practical, in an English
      language newspaper with general circulation in Western Europe; provided
      that notice may be made, at the option of the Issuer, through the
      customary notice provisions of the clearing system or systems through
      which beneficial interests in this Note are owned. Such notices will be
      deemed to have been given on the date of such publication (or other
      transmission, as applicable) or, if published in such newspapers on
      different dates, on the date of the first such publication;

            (d) the term "United States" means the United States of America
      (including the States and the District of Columbia), its territories, its
      possessions and other areas subject to its jurisdiction; and

            (e) the term "United States Alien" means any person who is, for
      United States federal income tax purposes, (i) a nonresident alien
      individual, (ii) a foreign corporation, (iii) a nonresident alien
      fiduciary of a foreign estate or trust or (iv) a foreign partnership one
      or more of the members of which is, for United States federal income tax
      purposes, a nonresident alien individual, a foreign corporation or a
      nonresident alien fiduciary of a foreign estate or trust.

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


                                      15


<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 A ______________ Custodian ________________________
                        (Minor)                     (Cust)

Under Uniform Gifts to Minors Act ___________________________________
                                              (State)

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


                                      16


<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.


                                      17


<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.

                                      18