EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE

REGISTERED                                                      REGISTERED
No. FXR                                                         U.S. $
                                                                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 NOTE, SERIES C
                                  (Fixed Rate)

                PERFORMANCE LEVERAGED UPSIDE SECURITIES ("PLUS")

                          PLUS DUE SEPTEMBER 30, 2004
                            MANDATORILY EXCHANGEABLE
                     FOR AN AMOUNT PAYABLE IN U.S. DOLLARS
                             BASED ON THE VALUE OF
             COMMON STOCK OF FIFTEEN COMPANIES IN THE SEMICONDUCTOR
                                    INDUSTRY

<TABLE>
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                               <C>                          <C>
ORIGINAL ISSUE DATE:            INITIAL REDEMPTION                INTEREST RATE: None          MATURITY DATE:
                                    DATE: N/A                                                      See "Maturity Date"
                                                                                                   below.
-------------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL                INITIAL REDEMPTION                INTEREST PAYMENT             OPTIONAL
    DATE: N/A                       PERCENTAGE: N/A                   DATES: N/A                   REPAYMENT
                                                                                                   DATE(S):  N/A
-------------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:             ANNUAL REDEMPTION                 INTEREST PAYMENT             APPLICABILITY OF
    U.S. dollars                    PERCENTAGE                        PERIOD: N/A                  MODIFIED
                                    REDUCTION: N/A                                                 PAYMENT UPON
                                                                                                   ACCELERATION: See
                                                                                                   "Alternate Exchange
                                                                                                   Calculation in Case of
                                                                                                   an Event of Default"
                                                                                                   below.
-------------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                    REDEMPTION NOTICE                 APPLICABILITY OF             If yes, state Issue Price:
    CURRENCY OTHER                  PERIOD: N/A                       ANNUAL INTEREST              N/A
    THAN U.S. DOLLARS,                                                PAYMENTS: N/A
    OPTION TO ELECT
    PAYMENT IN U.S.
    DOLLARS: N/A
-------------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                   TAX REDEMPTION                                                 ORIGINAL YIELD TO
    AGENT: N/A                      AND PAYMENT OF                                                 MATURITY: N/A
                                    ADDITIONAL
                                    AMOUNTS: N/A
-------------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:               If yes, state Initial Offering
    See below                   Date: N/A
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Maturity Date..................  September 30, 2004, subject to extension in
                                 the event of a Market Disruption Event on any
                                 Basket Valuation Date (as defined below).


                                      A-2
<PAGE>


                                 If due to a Market Disruption Event or
                                 otherwise, any Basket Valuation Date occurs on
                                 or after September 29, 2004, the Maturity Date
                                 shall be the second Trading Day following the
                                 final Basket Valuation Date. See "Basket
                                 Valuation Dates" below.

                                 In the event that the Maturity Date of the
                                 PLUS is postponed due to postponement of any
                                 Basket Valuation Date as described in the
                                 immediately preceding paragraph, the Issuer
                                 shall give notice of such postponement and,
                                 once it has been determined, of the date to
                                 which the Maturity Date has been rescheduled
                                 (i) to the holder of this PLUS 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 PLUS receives the
                                 notice. The Issuer shall give such notice as
                                 promptly as possible, and in no case later
                                 than (i) with respect to notice of
                                 postponement of the Maturity Date, the
                                 Business Day immediately following September
                                 29, 2004, and (ii) with respect to notice of
                                 the date to which the Maturity Date has been
                                 rescheduled, the Business Day immediately
                                 following the actual Basket Valuation Date for
                                 determining the Final Average Basket Value (as
                                 defined below).

Denominations..................  $10 and integral multiples thereof

Payment at Maturity............  At maturity, upon delivery of this PLUS to the
                                 Trustee, the Issuer shall pay with respect to
                                 each $10 principal amount of this PLUS an
                                 amount in cash equal to (i) if the Final
                                 Average Basket Value is greater than the
                                 Initial Basket Value (as defined below), the
                                 lesser of (a) $10 plus the Leveraged Upside
                                 Payment (as defined below) and (b) the Maximum
                                 Payment at Maturity (as defined below) or (ii)
                                 if the Final Average Basket Value is less


                                      A-3
<PAGE>


                                 than or equal to the Initial Basket Value, $10
                                 times the Basket Performance Factor (as
                                 defined below).

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, (i) provide written
                                 notice to the Trustee and to the Depositary of
                                 the amount of cash to be delivered with
                                 respect to each $10 principal amount of this
                                 PLUS, on or prior to 10:30 a.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 respect to
                                 each $10 principal amount of this PLUS to the
                                 Trustee for delivery to the holder of this
                                 PLUS on the Maturity Date.

Leveraged Upside Payment ......  The product of (i) $10 and (ii) 300% and (iii)
                                 the Basket Percent Increase (as defined
                                 below).

Maximum Payment at Maturity....  $

Basket Stocks..................  The Basket Stocks are the stocks of the
                                 fifteen issuers set forth in the table below.
                                 The table also indicates the ticker symbol for
                                 each Basket Stock, the exchange on which each
                                 Basket Stock is listed and the Exchange Ratio
                                 with respect to each Basket Stock, each as
                                 determined on         , 2003.

<TABLE>
                                 Issuer of                          Ticker                       Exchange
                                 Basket Stock                       Symbol        Exchange        Ratio
                                 ------------                       ------        --------       --------
<S>                                                                  <C>          <C>            <C>
                                 Altera Corporation                  ALTR         NASDAQ
                                 Analog Devices, Inc.                 ADI          NYSE
                                 Applied Materials, Inc.             AMAT         NASDAQ
                                 Broadcom Corporation                BRCM         NASDAQ
                                 Intel Corporation                   INTC         NASDAQ
                                 KLA-Tencor Corporation              KLAC         NASDAQ
                                 Linear Technology
                                   Corporation                       LLTC         NASDAQ
                                 Maxim Integrated
                                   Products, Inc.                    MXIM         NASDAQ
                                 Micron Technology, Inc.              MU           NYSE
                                 Motorola, Inc.                       MOT          NYSE
                                 National Semiconductor
                                   Corporation                        NSM          NYSE
                                 Novellus Systems, Inc.              NVLS         NASDAQ
                                 STMicroelectronics N.V.              STM          NYSE
                                 Texas Instruments
                                   Incorporated                       TXN          NYSE
                                 Xilinx, Inc.                        XLNX         NASDAQ
</TABLE>


                                      A-4
<PAGE>

Basket.........................  The Basket is initially composed of the common
                                 stock of the fifteen companies in the
                                 semiconductor industry listed in the table
                                 under "Basket Stocks" above 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 under "Basket Stocks"
                                 above and shall remain constant for the term
                                 of this PLUS, subject to adjustment for
                                 certain corporate and other events relating to
                                 the issuer of that Basket Stock. See
                                 "Adjustments to the Exchange Ratios" below.

Basket Percent Increase........  A fraction, the numerator of which is the
                                 Final Average Basket Value minus the Initial
                                 Basket Value and the denominator of which is
                                 the Initial Basket Value.

Basket Performance Factor......  A fraction, the numerator of which is the
                                 Final Average Basket Value and the denominator
                                 of which is the Initial Basket Value.

Final Average Basket Value.....  The arithmetic average of the Basket Values on
                                 each of the Basket Valuation Dates.

Basket Valuation Dates.........  September 23, 2004, September 24, 2004 and
                                 September 27, 2004; provided that if any such
                                 date is not a Trading Day or if there is a
                                 Market Disruption Event on such date, the
                                 Basket Valuation Dates shall be the first
                                 three Trading Days occurring on or after
                                 September 23, 2004 on which no Market
                                 Disruption Event occurs.

Initial Basket Value...........

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.

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


                                      A-5
<PAGE>


                                 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 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
                                 New York Stock Exchange (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.


                                      A-6
<PAGE>


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 PLUS and the
                                 Issuer.

                                 All calculations with respect to the Payment
                                 at Maturity, if any, shall be rounded to the
                                 nearest one hundred-thousandth, with five
                                 one-millionths rounded upward (e.g., .876545
                                 would be rounded to .87655); all dollar
                                 amounts related to determination of the amount
                                 of cash payable for each $10 principal amount
                                 of this PLUS shall be rounded to the nearest
                                 ten-thousandth, with five one
                                 hundred-thousandths rounded upwards (e.g.,
                                 .76545 would be rounded up to .7655); and all
                                 dollar amounts paid on the aggregate number of
                                 PLUS shall be rounded to the nearest cent,
                                 with one-half cent rounded upward.

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 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


                                      A-7
<PAGE>


                                    (ii) a determination by the Calculation
                                    Agent in its sole discretion that any event
                                    described in clause (i) above materially
                                    interfered with the ability of the Issuer
                                    or any of its affiliates to unwind or
                                    adjust all or a material portion of the
                                    hedge position in such Basket Stock with
                                    respect to the PLUS due September 30, 2004,
                                    Mandatorily Exchangeable for an Amount
                                    Payable in U.S. Dollars Based on the Value
                                    of Common Stock of Fifteen Companies in the
                                    Semiconductor Industry.

                                 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.

Alternate Exchange
Calculation in Case of
an Event of Default............  In case an event of default with respect to
                                 the PLUS shall have occurred and be
                                 continuing, the amount declared due and
                                 payable for each $10 principal amount of this
                                 PLUS


                                      A-8
<PAGE>


                                 upon any acceleration of this PLUS shall be
                                 determined by the Calculation Agent and shall
                                 be an amount in cash equal to the Payment at
                                 Maturity calculated using the Basket Value as
                                 of the date of acceleration as the Final
                                 Average Basket Value.

                                 If the maturity of the PLUS 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 aggregate
                                 cash amount due with respect to each $10
                                 principal amount of this PLUS as promptly as
                                 possible and in no event later than two
                                 Business Days after the date of acceleration.

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


                                      A-9
<PAGE>


                                 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 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


                                      A-10
<PAGE>


                                 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 PLUS,
                                 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 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


                                      A-11
<PAGE>


                                 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 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,


                                      A-12
<PAGE>


                                 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 PLUS 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 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
                                 Basket Valuation Date.


                                      A-13
<PAGE>


                                 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 PLUS.

Treatment of PLUS for
United States Federal
Income Tax Purposes............  The Issuer, by its sale of this PLUS, and the
                                 holder of this PLUS (and any successor holder
                                 of this PLUS), by its respective purchase
                                 hereof, agree (in the absence of an
                                 administrative determination or judicial
                                 ruling to the contrary) to characterize each
                                 $10 principal amount of this PLUS for all tax
                                 purposes as a single financial contract with
                                 respect to the Basket that (i) requires the
                                 holder of this PLUS to pay to the Issuer at
                                 inception an amount equal to $10 and (ii)
                                 entitles the holder to receive at maturity an
                                 amount in cash based upon the performance of
                                 the Basket.


                                      A-14
<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 to CEDE & CO., or registered
assignees, the amount of cash, as determined in accordance with the provisions
set forth under "Payment at Maturity" 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


                                      A-15
<PAGE>


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

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

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

     If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such
Exchange Rate


                                      A-16
<PAGE>


Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of
U.S. dollars for the Specified Currency for settlement on such payment date in
the amount of the Specified Currency payable in the absence of such an election
to such holder and at which the applicable dealer commits to execute a
contract. If such bid quotations are not available, such 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-17
<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-18
<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


                                      A-19
<PAGE>


remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to
100% of the principal amount to be repaid, together with interest accrued and
unpaid hereon to the date of repayment. For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 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


                                      A-20
<PAGE>


only in denominations of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in The City
of New York for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may 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


                                      A-21
<PAGE>


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


                                      A-22
<PAGE>


effect on the date of redemption) (the "Amortized Amount")), if the Issuer
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Initial Offering Date hereof, the Issuer has
or will become obligated to pay Additional Amounts (as defined below) with
respect to this Note as described below. Prior to the giving of any notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to
the right of the Issuer to so redeem have occurred, and (ii) an opinion of
independent counsel satisfactory to the Trustee to such effect based on such
statement of facts; provided that no such notice of redemption shall be given
earlier than 60 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;


                                      A-23
<PAGE>


          (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 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


                                      A-24
<PAGE>


partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

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

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


                                      A-25
<PAGE>


Notes and at which the applicable Exchange Dealer commits to execute a
contract. One of the Exchange Dealers providing quotations may be the Exchange
Rate Agent unless the Exchange Rate Agent is an affiliate of the Issuer. If
those bid quotations are not available, the Exchange Rate Agent shall determine
the market exchange rate at its sole discretion.

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

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

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


                                      A-26
<PAGE>


as the owner hereof for all purposes, whether or not this Note be overdue, and
none of the Issuer, the Trustee or any such agent shall be affected by notice
to the contrary.

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

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

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

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




                                      A-27
<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-28
<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-29
<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-30