EXHIBIT 4-cc


                           [FORM OF FACE OF SECURITY]

              EURO SENIOR REGISTERED FLOATING RATE RENEWABLE NOTE


REGISTERED                                        REGISTERED
No. EFLRR                                         ISIN: [            ]
                                                  Common Code: [     ]

                                                  [Principal Amount],
                                                  as modified by Schedule I


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


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


<PAGE>


                                 MORGAN STANLEY
                     GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                 EURO SENIOR REGISTERED FLOATING RATE RENEWABLE
                 EXtendible Liquidity Securities(SM) (EXLs(SM))


-------------------------------------------------------------------------------
BASE RATE:                 ORIGINAL ISSUE DATE:      INITIAL MATURITY DATE:
-------------------------------------------------------------------------------
INDEX MATURITY:            INTEREST ACCRUAL DATE:    FINAL MATURITY DATE:
-------------------------------------------------------------------------------
REPORTING SERVICE:         INITIAL INTEREST RATE:    MATURITY EXTENSION
                                                         DATE:
-------------------------------------------------------------------------------
INTEREST PAYMENT PERIOD:   INITIAL INTEREST RESET    INTEREST PAYMENT
                               DATE:                     DATE(S):
-------------------------------------------------------------------------------
EXTENDED MATURITY DATE:    ELECTION PERIODS:         INTEREST RESET PERIOD:
-------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS):    MAXIMUM INTEREST RATE:    INTEREST RESET DATE(S):
-------------------------------------------------------------------------------
SPREAD MULTIPLIER:         MINIMUM INTEREST RATE:    PRINCIPAL PAYING AGENT
                                                         AND CALCULATION
                                                         AGENT:
-------------------------------------------------------------------------------
INDEX CURRENCY:            INITIAL REDEMPTION DATE:
-------------------------------------------------------------------------------
EXCHANGE RATE AGENT:       INITIAL REDEMPTION        DENOMINATIONS:
                               PERCENTAGE:
-------------------------------------------------------------------------------
INCREMENTAL SPREAD         ANNUAL REDEMPTION         SPECIFIED CURRENCY:
    COMMENCEMENT DATE:         PERCENTAGE
                               REDUCTION:
-------------------------------------------------------------------------------
INCREMENTAL SPREAD (PLUS   OPTIONAL REPAYMENT        IF SPECIFIED CURRENCY
    OR MINUS):                 DATE(S):                  OTHER THAN U.S.
                                                         DOLLARS, OPTION TO
                                                         SELECT PAYMENT IN
                                                         U.S. DOLLARS:
-------------------------------------------------------------------------------
REDEMPTION DATES:          REDEMPTION NOTICE         DESIGNATED CMT TELERATE
                               PERIOD:(2)                PAGE:
-------------------------------------------------------------------------------
REDEMPTION PERCENTAGE:     INITIAL OFFERING DATE:    DESIGNATED CMT MATURITY
                                                         INDEX:
-------------------------------------------------------------------------------
OTHER PROVISIONS: See
    below.
===============================================================================


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


                                       2
<PAGE>


IRREVOCABLE NOTICE:           [Upon delivery of a notice electing to extend the
                              maturity of this Note or any portion thereof to
                              JPMorgan Chase Bank (formerly known as The Chase
                              Manhattan Bank) (London Branch), such election
                              shall be irrevocable. The holder of a Short-Term
                              Note (as defined below) received as a consequence
                              of the failure to make such election may not
                              elect to exchange such Short-Term Note for an
                              interest in this Note.]

MATURITY
   EXTENSION PERIOD:          [18 calendar months, or if the last day of
                              such period is not a Business Day, the
                              Maturity Extension Period shall end on the
                              first Business Day immediately preceding such
                              day.]

MATURITY EXTENSION:           [This Note shall mature on the Initial
                              Maturity Date, unless the maturity of all or
                              any portion of the principal amount hereof is
                              extended in accordance with the procedures
                              described herein under "Option to Extend
                              Maturity."]
OPTION TO
   EXTEND MATURITY:           [During any Election Period, if the option to
                              extend the maturity of this Note is exercised,
                              the maturity of this Note, or of any portion
                              of this Note having a principal amount of
                              Euro            or any integral multiple of
                              Euro           in excess thereof for which
                              such option has been exercised, shall be
                              extended to the Maturity Extension Date
                              occurring in the month eighteen months after
                              the earliest to occur of the next           ,
                                       , or         immediately succeeding such
                              Election Period. In order to exercise the option
                              to extend the maturity of all, or any portion,
                              of the principal amount of this Note, the holder
                              of this Note must deliver to JPMorgan Chase Bank
                              (London Branch) during the relevant Election
                              Period (and on or prior to 5:00 p.m. (London
                              time) on the last Business Day in such Election
                              Period) (i) the form entitled "Option to Extend
                              Maturity" included below duly completed and, in
                              the event of an election to extend the maturity
                              of only a portion of the principal amount of
                              this Note, this Note 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


                                       3
<PAGE>

                              description of this Note's tenor or terms, a
                              statement that the option to elect extension of
                              maturity is being exercised thereby, the
                              principal amount hereof with respect to which
                              such option is being exercised and a guarantee
                              that the form entitled "Option to Extend
                              Maturity" included below duly completed and, in
                              the event of an election to extend the maturity
                              of only a portion of the principal amount of
                              this Note, this Note will be received by
                              JPMorgan Chase Bank (London Branch) no later
                              than five Business Days after the date of such
                              telegram, telex, facsimile transmission or
                              letter; provided that such telegram, telex,
                              facsimile transmission or letter shall not be
                              effective unless this Note (if required to be
                              surrendered as aforesaid) and such form duly
                              completed are received by JPMorgan Chase Bank
                              (London Branch) by such fifth Business Day. Such
                              option may be exercised by the holder for less
                              than the entire principal amount hereof provided
                              that the principal amount for which such option
                              is not exercised is at least Euro        or any
                              larger amount that is an integral multiple of
                              Euro       .]

                              [If the option to extend the maturity of any
                              portion hereof is not duly exercised within any
                              Election Period, a new Note or Notes in the form
                              attached hereto as Exhibit A (each, a
                              "Short-Term Note") for all or that portion of
                              the principal amount hereof as to which such
                              option to extend has not been made and having as
                              its or their "Maturity Date" (as such term is
                              used in each such Short-Term Note) the Extended
                              Maturity Date or, if the option to extend the
                              maturity of this Note has not previously been
                              duly exercised as to such portion of the
                              principal amount hereof, the Initial Maturity
                              Date shall be issued on the Interest Payment
                              Date immediately succeeding such Election Period
                              in the name of the holder hereof, subject to
                              delivery of this Note to JPMorgan Chase Bank
                              (London Branch), and Schedule I hereto shall be
                              annotated as of the Interest Payment Date
                              immediately succeeding such Election Period to
                              reflect the corresponding decrease in the
                              principal amount hereof. The failure to elect to
                              extend the maturity of all or any portion of
                              this Note will be irrevocable and will be
                              binding upon any subsequent holder of this
                              Note.]

                              [The Issuer and the Trustee shall deem this Note
                              cancelled as to any portion of the principal
                              amount


                                       4
<PAGE>

                              hereof for which a duly completed form entitled
                              "Option to Extend Maturity" and, if applicable,
                              this Note are not delivered to JPMorgan Chase
                              Bank (London Branch) within the applicable
                              Election Period in accordance with the terms of
                              this Note.]

                              [The maturity of this Note will not be extended
                              beyond the Final Maturity Date stated above.]

      Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a
Delaware corporation (together with its successors and assigns, the "Issuer"),
for value received, hereby promises to pay to                , or registered
assignees, the principal amount specified in Schedule I hereto on the Initial
Maturity Date specified above (except to the extent previously redeemed or
repaid) or, to the extent the maturity date of any portion of the principal
amount of this Note is extended in accordance with the procedures set forth
herein to an Extended Maturity Date, as defined above, on such Extended
Maturity Date (except to the extent such portion is redeemed or repaid prior to
such Extended Maturity Date) and to pay interest on the principal amount hereof
outstanding from time to time, from the Interest Accrual Date specified above
at a rate per annum equal to the Initial Interest Rate specified above until
the Initial Interest Reset Date specified above, and thereafter at a rate per
annum determined in accordance with the provisions specified on the reverse
hereof until but excluding the date on which (a) the principal hereof is paid
or duly made available for payment or (b) this Note has been canceled in
accordance with the provisions set forth below.

      The Issuer will pay interest in arrears weekly, monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Interest Accrual Date specified
above, and on the Initial Maturity Date or the Extended Maturity Date, as the
case may be (each, a "Maturity Date"), or 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; provided, further, that if
an Interest Payment Date or the Maturity Date or a redemption or repayment date
would fall on a day that is not a Business Day, as defined on the reverse
hereof, such Interest Payment Date, Maturity Date, redemption date or repayment
date shall be the following day that is a Business Day, except that if the Base
Rate specified above is LIBOR or EURIBOR and such next Business Day falls in
the next calendar month, the Interest Payment Date, Maturity Date, redemption
date or repayment date shall be the immediately preceding day that is a
Business Day.


                                       5
<PAGE>

      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 (i) the principal hereof has been paid or duly
made available for payment or (ii) this Note has been canceled in accordance
with the provisions set forth below. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, subject to
certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to such Interest Payment Date (whether or
not a Business Day) (each such date, a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) shall be
payable to the person to whom the principal hereof shall be payable.

      Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption or repayment date), 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
Principal Paying Agent, as defined on the reverse hereof, or at the office or
agency of such other paying agent as the Issuer may determine (each, a "Paying
Agent," which term shall include the Principal Paying Agent). U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by United States 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 Principal Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.

      If this Note is denominated in a Specified Currency other than U.S.
dollars, 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 Principal 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,


                                       6
<PAGE>

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

      If this Note ceases to be held by a common depositary for Euroclear Bank
S.A./N.V., as operator of the Euroclear system, and Clearstream Banking,
societe anonyme, this Note will be exchanged for one or more Notes of
authorized denominations having an aggregate principal amount equal to the
principal amount of this Note as then shown on Schedule I hereto, which new
Notes shall otherwise have the same terms as this Note, except that the
provisions of such new Notes regarding the extension of the maturity thereof
shall be modified to the extent appropriate for notes not required to be held
in a securities depositary; provided that the respective rights and obligations
of the Issuer and the holders of such new Notes shall be the same in all
material respects as the respective rights


                                       7
<PAGE>

and obligations of the Issuer and the holder of this Note. Such new Notes shall
have stated principal amounts and shall be registered in the names of the
persons then having a beneficial interest in this Note or in the names of their
nominees.

      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.



                                       8
<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



                                       9
<PAGE>


                         [FORM OF REVERSE OF SECURITY]

      This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series [D/E], having maturities more than nine months from the date of
issue (the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated 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 acting through its
principal corporate trust office in the Borough of Manhattan, The City of New
York, as a paying agent for the Notes in the United States and JPMorgan Chase
Bank, London Branch, at its corporate trust office in London, as its principal
paying agent for the Notes outside the United States (the "Principal Paying
Agent," which term includes any additional or successor Principal Paying Agent
appointed by the Issuer). The terms of individual Notes may vary with respect
to interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the 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 indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, will not be redeemable or subject to repayment at the option
of the holder prior to maturity.

      If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as indicated below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction specified on the face hereof until
the redemption price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption 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


                                      10
<PAGE>

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 the
authorized denominations specified on the face hereof (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to
100% of the principal amount to be repaid, together with interest accrued and
unpaid hereon to the date of repayment (except as provided below). For this
Note to be repaid at the option of the holder hereof, the Principal Paying
Agent must receive at its office in London, at least 15 but not more than 30
calendar days prior to the date of repayment, (i) this Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States, Western Europe or
Japan 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 Principal 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 Principal Paying Agent by such fifth Business
Day. Unless otherwise indicated on the face of this Note, exercise of such
repayment option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

     This Note will bear interest at the rate determined in accordance with the
applicable provisions below by reference to the Base Rate specified on the face
hereof based on the Index Maturity, if any, specified on the face hereof (i)
(A) plus or minus the Spread, if any, specified on the face hereof and (B) for
any period on or after the Incremental Spread Commencement Date, if any,
specified on the face hereof, plus or minus the Incremental Spread, if any,
specified on the face hereof or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified on the face
hereof (as used herein, the term "Interest Reset Date" shall include the
Initial Interest Reset Date). The determination of


                                      11
<PAGE>

the rate of interest at which this Note will be reset on any Interest Reset
Date shall be made on the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date. The Interest Reset Dates will be the
Interest Reset Dates specified on the face hereof; provided, however, that (a)
the interest rate in effect for the period from the Interest Accrual Date to
the Initial Interest Reset Date specified on the face hereof will be the
Initial Interest Rate and (b) unless otherwise specified on the face hereof,
the interest rate in effect for the ten calendar days immediately prior to
maturity, redemption or repayment will be that in effect on the tenth calendar
day preceding such maturity, redemption or repayment. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR or EURIBOR
and such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. 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 in
London or (y) if this Note is denominated in a Specified Currency other than
U.S. dollars, euro or Australian dollars, in the principal financial center of
the country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

      The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the Federal Funds Rate and
Prime Rate shall be on the Business Day prior to the Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the CD Rate, Commercial Paper Rate
and CMT Rate will be the second Business Day prior to such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day prior to such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to LIBOR, other
than for LIBOR Notes for which the Index Currency is euros, shall be the second
London Banking Day prior to such Interest Reset Date, except that the Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note for
which the Index Currency is pounds sterling will be such Interest Reset Date.
As used herein, "London Banking Day" means any day on which dealings in
deposits in the Index Currency (as defined herein) are transacted in the London
interbank market. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to the Treasury
Rate shall be the day of the week in which such Interest Reset Date falls on
which Treasury bills normally would be auctioned. Treasury Bills are normally
sold at auction on


                                      12
<PAGE>

Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that the auction may
be held on the preceding Friday; provided, however, that if an auction is held
on the Friday of the week preceding such Interest Reset Date, the Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such
auction. The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to two or more base rates
will be the latest Business Day that is at least two Business Days before the
Interest Reset Date for the applicable Note on which each base rate is
determinable.

      Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or Maturity Date
(or, with respect to any principal amount to be redeemed or repaid, any
redemption or repayment date), as the case may be.

      Determination of CD Rate. If the Base Rate specified on the face hereof
is the "CD Rate," for any Interest Determination Date, the CD Rate with respect
to this Note shall be the rate on that date for negotiable U.S. dollar
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."

      The following procedures shall be followed if the CD Rate cannot be
determined as described above:

      (i) If the above rate is not published in H.15(519) by 3:00 p.m., New
York City time, on the Calculation Date, the CD Rate shall be the rate on that
Interest Determination Date set forth in the daily update of H.15(519),
available through the world wide website of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publication ("H.15 Daily Update") for the Interest
Determination Date for certificates of deposit having the Index Maturity
specified on the face hereof, under the caption "CDs (Secondary Market)."

      (ii) If the above rate is not yet published in either H.15(519) or the
H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date,
the Calculation Agent shall determine the CD Rate to be the arithmetic mean of
the secondary market offered rates as of 10:00 a.m., New York City time, on
that Interest Determination Date of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York, which may include
the


                                      13
<PAGE>

initial dealer and its affiliates, selected by the Calculation Agent (after
consultation with the Issuer), for negotiable U.S. dollar certificates of
deposit of major U.S. money center banks of the highest credit standing in the
market for negotiable certificates of deposit with a remaining maturity closest
to the Index Maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time.

      "Initial dealer" with respect to this Note means either Morgan Stanley &
Co. International Limited or Bank Morgan Stanley AG, as applicable.

      (iii) If the dealers selected by the Calculation Agent are not quoting as
described in (ii) above, the CD Rate shall remain the CD Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest Reset
Period, the rate of interest payable shall be the Initial Interest Rate.

      Determination of Commercial Paper Rate. If the Base Rate specified on the
face hereof is the "Commercial Paper Rate," for any Interest Determination
Date, the Commercial Paper Rate with respect to this Note shall be the Money
Market Yield (as defined herein), calculated as described below, of the rate on
that date for commercial paper having the Index Maturity specified on the face
hereof, as that rate is published in H.15(519), under the heading "Commercial
Paper--Nonfinancial."

      The following procedures shall be followed if the Commercial Paper Rate
cannot be determined as described above:

      (i) If the above rate is not published by 3:00 p.m., New York City time,
on the Calculation Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on that Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in the
H.15 Daily Update, or other recognized electronic source used for the purpose
of displaying the applicable rate, under the heading "Commercial
Paper--Nonfinancial."

      (ii) If by 3:00 p.m., New York City time, on that Calculation Date the
rate is not yet published in either H.15(519) or the H.15 Daily Update, then
the Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on that Interest Determination Date of three leading dealers of
U.S. dollar commercial paper in The City of New York, which may include the
initial dealer and its affiliates, selected by the Calculation Agent (after
consultation with the Issuer), for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "Aa," or the equivalent, from a nationally recognized statistical rating
agency.

      (iii) If the dealers selected by the Calculation Agent are not quoting as
mentioned above, the Commercial Paper Rate for that Interest Determination Date


                                      14
<PAGE>

shall remain the Commercial Paper Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.

      The "Money Market Yield" shall be a yield calculated in accordance with
the following formula:


                                        D x 360
               Money Market Yield =  --------------   x 100
                                     360 - (D x M)

      where "D" refers to the applicable per year rate for commercial paper
quoted on a bank discount basis and expressed as a decimal and "M" refers to
the actual number of days in the interest period for which interest is being
calculated.

      Determination of EURIBOR Notes. If the Base Rate specified on the face
hereof is "EURIBOR," for any Interest Determination Date, EURIBOR with respect
to this Note shall be the rate for deposits in euros as sponsored, calculated
and published jointly by the European Banking Federation and ACI - The
Financial Market Association, or any company established by the joint sponsors
for purposes of compiling and publishing those rates, for the Index Maturity
specified on the face hereof as that rate appears on the display on Moneyline
Telerate, or any successor service, on page 248 or any other page as may
replace page 248 on that service ("Telerate Page 248") as of 11:00 a.m.,
Brussels time.

      The following procedures shall be followed if the rate cannot be
determined as described above:

      (i) If the above rate does not appear, the Calculation Agent shall
request the principal Euro-zone office of each of four major banks in the
Euro-zone interbank market, as selected by the Calculation Agent (after
consultation with the Issuer), to provide the Calculation Agent with its
offered rate for deposits in euros, at approximately 11:00 a.m., Brussels time,
on the Interest Determination Date, to prime banks in the Euro-zone interbank
market for the Index Maturity specified on the face hereof commencing on the
applicable Interest Reset Date, and in a principal amount not less than the
equivalent of U.S.$1 million in euro that is representative of a single
transaction in euro, in that market at that time. If at least two quotations
are provided, EURIBOR shall be the arithmetic mean of those quotations.

      (ii) If fewer than two quotations are provided, EURIBOR shall be the
arithmetic mean of the rates quoted by four major banks in the Euro-zone
interbank market, as selected by the Calculation Agent (after consultation with
the Issuer), at approximately 11:00 a.m., Brussels time, on the applicable
Interest Reset Date for loans in euro to leading European banks for a period of
time equivalent to the Index Maturity specified on the face hereof commencing
on that Interest Reset Date in a principal amount not less than the equivalent
of U.S.$1 million in euro.


                                      15
<PAGE>

      (iii) If the banks so selected by the Calculation Agent are not quoting
as described in (ii) above, the EURIBOR rate in effect for the applicable
period shall be the same as EURIBOR for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.

      "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the relevant treaty of
the European Union, as amended.

      Determination of the Federal Funds Rates. If the Base Rate specified on
the face hereof is the "Federal Funds Rate," for any Interest Determination
Date, the Federal Funds Rate with respect to this Note shall be the rate on
that date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on Moneyline Telerate, or any
successor service, on page 120 or any other page as may replace page 120 on
that service ("Telerate Page 120").

      The following procedures shall be followed if the Federal Funds Rate
cannot be determined as described above:

            (i) If the above rate is not published by 3:00 p.m., New York City
      time, on the Calculation Date, the Federal Funds Rate shall be the rate
      on that Interest Determination Date as published in the H.15 Daily
      Update, or other recognized electronic source used for the purpose of
      displaying the applicable rate, under the heading "Federal Funds
      (Effective)."

            (ii) If that rate is not yet published in either H.15(519) or the
      H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation
      Date, the Calculation Agent shall determine the Federal Funds Rate to be
      the arithmetic mean of the rates for the last transaction in overnight
      U.S. dollar federal funds by each of three leading brokers of U.S. dollar
      federal funds transactions in The City of New York, which may include the
      initial dealer and its affiliates, selected by the Calculation Agent
      (after consultation with the Issuer), prior to 9:00 a.m., New York City
      time, on that Interest Determination Date.

            (iii) If the brokers selected by the Calculation Agent are not
      quoting as mentioned above, the Federal Funds Rate relating to that
      Interest Determination Date shall remain the Federal Funds Rate for the
      immediately preceding Interest Reset Period, or, if there was no Interest
      Reset Period, the rate of interest payable shall be the Initial Interest
      Rate.

      Determination of LIBOR. If the Base Rate specified on the face hereof is
"LIBOR," LIBOR with respect to this Note shall be based on London Interbank


                                      16
<PAGE>

Offered Rate. The Calculation Agent shall determine LIBOR for each Interest
Determination Date as follows:

            (i) As of the Interest Determination Date, LIBOR shall be either:
      (a) if "LIBOR Reuters" is specified as the Reporting Service on the face
      hereof, the arithmetic mean of the offered rates for deposits in the
      Index Currency having the Index Maturity designated on the face hereof,
      commencing on the second London Banking Day immediately following that
      Interest Determination Date, that appear on the Designated LIBOR Page, as
      defined below, as of 11:00 a.m., London time, on that Interest
      Determination Date, if at least two offered rates appear on the
      Designated LIBOR Page; except that if the specified Designated LIBOR
      Page, by its terms provides only for a single rate, that single rate
      shall be used; or (b) if "LIBOR Telerate" is specified as the Reporting
      Service on the face hereof, the rate for deposits in the Index Currency
      having the Index Maturity designated on the face hereof, commencing on
      the second London Banking Day immediately following that Interest
      Determination Date or, if pounds sterling is the Index Currency,
      commencing on that Interest Determination Date, that appears on the
      Designated LIBOR Page at approximately 11:00 a.m., London time, on that
      Interest Determination Date.

            (ii) If (a) fewer than two offered rates appear and LIBOR Reuters
      is specified on the face hereof, or (b) no rate appears and the face
      hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and the
      Designated LIBOR Page by its terms provides only for a single rate, then
      the Calculation Agent shall request the principal London offices of each
      of four major reference banks in the London interbank market, as selected
      by the Calculation Agent (after consultation with the Issuer), to provide
      the Calculation Agent with its offered quotation for deposits in the
      Index Currency for the period of the Index Maturity specified on the face
      hereof commencing on the second London Banking Day immediately following
      the Interest Determination Date or, if pounds sterling is the Index
      Currency, commencing on that Interest Determination Date, to prime banks
      in the London interbank market at approximately 11:00 a.m., London time,
      on that Interest Determination Date and in a principal amount that is
      representative of a single transaction in that Index Currency in that
      market at that time.

            (iii) If at least two quotations are provided, LIBOR determined on
      that Interest Determination Date shall be the arithmetic mean of those
      quotations. If fewer than two quotations are provided, LIBOR shall be
      determined for the applicable Interest Reset Date as the arithmetic mean
      of the rates quoted at approximately 11:00 a.m., London time, or some
      other time specified on the face hereof, in the applicable principal
      financial center for the country of the Index Currency on that Interest
      Reset Date, by three major banks in that principal financial center
      selected by the


                                      17
<PAGE>

      Calculation Agent (after consultation with the Issuer) for loans in the
      Index Currency to leading European banks, having the Index Maturity
      specified on the face hereof and in a principal amount that is
      representative of a single transaction in that Index Currency in that
      market at that time.

            (iv) If the banks so selected by the Calculation Agent are not
      quoting as described in (iii) above, LIBOR in effect for the applicable
      period shall be the same as LIBOR for the immediately preceding Interest
      Reset Period, or, if there was no Interest Reset Period, the rate of
      interest payable shall be the Initial Interest Rate.

      The "Index Currency" means the currency specified on the face hereof as
the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.

      "Designated LIBOR Page" means either: (a) if LIBOR Reuters is designated
as the Reporting Service on the face hereof, the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency or its designated successor, or
(b) if LIBOR Telerate is designated as the Reporting Service on the face
hereof, the display on Moneyline Telerate, or any successor service, on the
page specified on the face hereof, or any other page as may replace that page
on that service, for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

      If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency shall be determined as if LIBOR
Telerate were specified, and, if the U.S. dollar is the Index Currency, as if
Page 3750 had been specified.

      Determination of Prime Rate. If the Base Rate specified on the face
hereof is "Prime Rate," for any Interest Determination Date, the Prime Rate
with respect to this Note shall be the rate on that date as published in
H.15(519) under the heading "Bank Prime Loan."

      The following procedures shall be followed if the Prime Rate cannot be
determined as described above:

            (i) If the rate is not published prior to 3:00 p.m., New York City
      time, on the Calculation Date, then the Prime Rate shall be the rate on
      that Interest Determination Date as published in the H.15 Daily Update
      under the heading "Bank Prime Loan."

            (ii) If the rate is not published prior to 3:00 p.m., New York City
      time, on the Calculation Date in either H.15(519) or the H.15 Daily


                                      18
<PAGE>

      Update, then the Calculation Agent shall determine the Prime Rate to be
      the arithmetic mean of the rates of interest publicly announced by each
      bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
      as that bank's Prime Rate or base lending rate as in effect for that
      Interest Determination Date.

            (iii) If fewer than four rates appear on the Reuters Screen USPRIME
      1 Page by 3:00 p.m., New York City time, for that Interest Determination
      Date, the Calculation Agent shall determine the Prime Rate to be the
      arithmetic mean of the Prime Rates quoted on the basis of the actual
      number of days in the year divided by 360 as of the close of business on
      that Interest Determination Date by at least three major banks, which may
      include affiliates of the initial dealer, in The City of New York
      selected by the Calculation Agent (after consultation with the Issuer).

            (iv) If the banks selected are not quoting as described in (iii)
      above, the Prime Rate shall remain the Prime Rate for the immediately
      preceding Interest Reset Period, or, if there was no Interest Reset
      Period, the rate of interest payable shall be the Initial Interest Rate.

      "Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major U.S.
banks.

      Determination of Treasury Rate. If the Base Rate specified on the face
hereof is "Treasury Rate," the Treasury Rate with respect to this Note shall
be:

            (i) the rate from the Auction held on the applicable Interest
      Determination Date (the "Auction") of direct obligations of the United
      States ("Treasury Bills") having the Index Maturity specified on the face
      hereof as that rate appears under the caption "INVESTMENT RATE" on the
      display on Moneyline Telerate, or any successor service, on page 56 or
      any other page as may replace page 56 on that service ("Telerate Page
      56") or page 57 or any other page as may replace page 57 on that service
      ("Telerate Page 57"); or

            (ii) if the rate described in (i) above is not published by 3:00
      p.m., New York City time, on the Calculation Date, the Bond Equivalent
      Yield of the rate for the applicable Treasury Bills as published in the
      H.15 Daily Update, or other recognized electronic source used for the
      purpose of displaying the applicable rate, under the caption "U.S.
      Government Securities/Treasury Bills/Auction High"; or

            (iii) if the rate described in (ii) above is not published by 3:00
      p.m., New York City time, on the related Calculation Date, the Bond


                                      19
<PAGE>

      Equivalent Yield of the Auction rate of the applicable Treasury Bills,
      announced by the United States Department of the Treasury; or

            (iv) in the event that the rate described in (iii) above is not
      announced by the United States Department of the Treasury, or if the
      Auction is not held, the Bond Equivalent Yield of the rate on the
      applicable Interest Determination Date of Treasury Bills having the Index
      Maturity specified on the face hereof published in H.15(519) under the
      caption "U.S. Government Securities/Treasury Bills/Secondary Market"; or

            (v) if the rate described in (iv) above is not so published by 3:00
      p.m., New York City time, on the related Calculation Date, the rate on
      the applicable Interest Determination Date of the applicable Treasury
      Bills as published in the H.15 Daily Update, or other recognized
      electronic source used for the purpose of displaying the applicable rate,
      under the caption "U.S. Government Securities/Treasury Bills/Secondary
      Market"; or

            (vi) if the rate described in (v) above is not so published by 3:00
      p.m., New York City time, on the related Calculation Date, the rate on
      the applicable Interest Determination Date calculated by the Calculation
      Agent as the Bond Equivalent Yield of the arithmetic mean of the
      secondary market bid rates, as of approximately 3:30 p.m., New York City
      time, on the applicable Interest Determination Date, of three primary
      U.S. government securities dealers, which may include the initial dealer
      and its affiliates, selected by the Calculation Agent, for the issue of
      Treasury Bills with a remaining maturity closest to the Index Maturity
      specified on the face hereof; or

            (vii) if the dealers selected by the Calculation Agent are not
      quoting as described in (vi), the Treasury Rate for the immediately
      preceding Interest Reset Period, or, if there was no Interest Reset
      Period, the rate of interest payable shall be the Initial Interest Rate.

      The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:

                                         D x N
           Bond Equivalent Yield =  --------------   x 100
                                     360 - (D x M)

      where "D" refers to the applicable per annum rate for Treasury Bills
quoted on a bank discount basis, "N" refers to 365 or 366, as the case may be,
and "M" refers to the actual number of days in the interest period for which
interest is being calculated.


                                      20
<PAGE>

      Determination of CMT Rate. If the Base Rate specified on the face hereof
is the "CMT Rate," for any Interest Determination Date, the CMT Rate with
respect to this Note shall be the rate displayed on the Designated CMT Telerate
Page (as defined below) under the caption "... Treasury Constant Maturities ...
Federal Reserve Board Release H.15... Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index, as defined below, for:

            (1) the rate on that Interest Determination Date, if the Designated
      CMT Telerate Page is 7051; and

            (2) the week or the month, as applicable, ended immediately
      preceding the week in which the related Interest Determination Date
      occurs, if the Designated CMT Telerate Page is 7052.

      The following procedures shall be followed if the CMT Rate cannot be
determined as described above:

            (i) If that rate is no longer displayed on the relevant page, or if
      not displayed by 3:00 p.m., New York City time, on the related
      Calculation Date, then the CMT Rate shall be the Treasury Constant
      Maturity rate for the Designated CMT Maturity Index as published in the
      relevant H.15(519).

            (ii) If the rate described in (i) is no longer published, or if not
      published by 3:00 p.m., New York City time, on the related Calculation
      Date, then the CMT Rate shall be the Treasury Constant Maturity Rate for
      the Designated CMT Maturity Index or other U.S. Treasury rate for the
      Designated CMT Maturity Index on the Interest Determination Date as may
      then be published by either the Board of Governors of the Federal Reserve
      System or the United States Department of the Treasury that the
      Calculation Agent determines to be comparable to the rate formerly
      displayed on the Designated CMT Telerate Page and published in the
      relevant H.15(519).

            (iii) If the information described in (ii) is not provided by 3:00
      p.m., New York City time, on the related Calculation Date, then the
      Calculation Agent shall determine the CMT Rate to be a yield to maturity,
      based on the arithmetic mean of the secondary market closing offer side
      prices as of approximately 3:30 p.m., New York City time, on the Interest
      Determination Date, reported, according to their written records, by
      three leading primary U.S. government securities dealers ("Reference
      Dealers") in The City of New York, which may include the initial dealer
      or its affiliates, selected by the Calculation Agent as described in the
      following sentence. The Calculation Agent shall select five reference
      dealers (after consultation with the Issuer) and shall eliminate the
      highest quotation or, in the event of equality, one of the highest, and
      the lowest quotation or, in the event of equality, one of the lowest, for
      the most


                                      21
<PAGE>

      recently issued direct noncallable fixed rate obligations of the United
      States ("Treasury Notes") with an original maturity of approximately the
      Designated CMT Maturity Index, a remaining term to maturity of no more
      than 1 year shorter than that Designated CMT Maturity Index and in a
      principal amount that is representative for a single transaction in the
      securities in that market at that time. If two Treasury Notes with an
      original maturity as described above have remaining terms to maturity
      equally close to the Designated CMT Maturity Index, the quotes for the
      Treasury Note with the shorter remaining term to maturity shall be used.

            (iv) If the Calculation Agent cannot obtain three Treasury Notes
      quotations as described in (iii) above, the Calculation Agent shall
      determine the CMT Rate to be a yield to maturity based on the arithmetic
      mean of the secondary market offer side prices as of approximately 3:30
      p.m., New York City time, on the Interest Determination Date of three
      reference dealers in The City of New York, selected using the same method
      described in (iii) above, for Treasury Notes with an original maturity
      equal to the number of years closest to but not less than the Designated
      CMT Maturity Index and a remaining term to maturity closest to the
      Designated CMT Maturity Index and in a principal amount that is
      representative for a single transaction in the securities in that market
      at that time.

            (v) If three or four, and not five, of the reference dealers are
      quoting as described in (iv) above, then the CMT Rate shall be based on
      the arithmetic mean of the offer prices obtained and neither the highest
      nor the lowest of those quotes shall be eliminated.

            (vi) If fewer than three reference dealers selected by the
      Calculation Agent are quoting as described in (iv) above, the CMT Rate
      shall be the CMT Rate for the immediately preceding Interest Reset
      Period, or, if there was no Interest Reset Period, the rate of interest
      payable shall be the Initial Interest Rate.

      "Designated CMT Telerate Page" means the display on Moneyline Telerate,
or any successor service, on the page designated on the face hereof or any
other page as may replace that page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.

      "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30
years, specified in an applicable pricing supplement for which the CMT Rate
shall be calculated. If no maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.


                                      22
<PAGE>

      Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.

      At the request of the holder hereof, the Calculation Agent will provide
to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

      Unless otherwise indicated on the face hereof, interest payments on this
Note shall be the amount of interest accrued from and including the Interest
Accrual Date or from and including the last date to which interest has been
paid or duly provided for, to but excluding the Interest Payment Dates or
Maturity Date (or any earlier redemption or repayment date), as the case may
be. Accrued interest hereon for any period shall be the sum of the products
obtained by multiplying the interest factor calculated for each day in such
period by the principal amount hereof shown on Schedule I hereto for each such
day; provided that for the purpose of calculating the amount of interest
payable hereon, any decrease in the principal amount hereof attributable to the
failure to duly extend the maturity of this Note or any portion of this Note
during any Election Period shall be effective on and as of the first Interest
Payment Date immediately succeeding such Election Period.

      Unless otherwise specified on the face hereof, the interest factor for
each such day shall be computed by dividing the interest rate applicable to
such day (i) by 360 if the Base Rate is CD Rate, Commercial Paper Rate,
EURIBOR, Federal Funds Rate, Prime Rate or LIBOR (except if the Index Currency
is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the Index
Currency is pounds sterling; or (iii) by the actual number of days in the year
if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with .000005% rounded up to .00001%), and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent, with one-half cent rounded upward. The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

      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.


                                      23
<PAGE>

      This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and is issuable
only in the minimum denominations set forth on the face hereof or any amount in
excess thereof which is an authorized denomination set forth on the face
hereof.

      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 either the
aforesaid New York office or the London office of the Trustee by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in
form satisfactory to the Issuer and 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 offices for other Notes of other
authorized denominations of equal aggregate principal amount having identical
terms and provisions. All such registrations, exchanges and transfers of Notes
will be free of charge, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge in connection therewith. All
Notes surrendered for exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the 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


                                      24
<PAGE>

a new Note shall be borne by the owner of the Note mutilated, defaced,
destroyed, lost or stolen.

      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, 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 legal counsel satisfactory to the Trustee to such effect based on
such statement of facts; provided that no such notice of redemption shall be
given earlier than 60 calendar days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in
respect of this Note were then due.

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

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

            (a) any present or future tax, assessment or other governmental
      charge that would not have been so imposed but for (i) the existence of
      any present or former connection between such holder, or between a
      fiduciary, settlor, beneficiary, member or shareholder of such holder, if
      such holder is an estate, a trust, a partnership or a corporation for
      United States federal income tax purposes, and the United States,
      including,


                                      25
<PAGE>

      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 or on behalf of the holder of this Note for payment on a
      date more than 15 calendar days after the date on which such payment
      became due and payable or the date on which payment thereof is duly
      provided for, whichever occurs later;

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

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

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

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

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

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

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


                                      26
<PAGE>

In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on behalf of
a holder who would have been able to avoid such withholding or deduction by
presenting this Note or the relevant coupon to another Paying Agent in a member
state of the European Union. Nor shall the Issuer pay Additional Amounts with
respect to any payment on this Note to a United States Alien who is a fiduciary
or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

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

      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


                                      27
<PAGE>

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 thereof, or change
the currency of payment thereof, or modify or amend the provisions for
conversion of any currency into any other currency, or modify or amend the
provisions for conversion or exchange of the debt security for securities of
the Issuer or other entities or other property (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof or
(b) reduce the aforesaid percentage in principal amount of debt securities of
any series 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 (as defined below) on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date; provided, however, that if the euro has been substituted for such
Specified Currency, the Issuer may at its option (or shall, if so required by
applicable law) without the consent of the holder of this Note effect the
payment of principal of, premium, if any, or interest on any Note denominated
in such Specified Currency in euro in lieu of such Specified Currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the Treaty establishing the European Community, as amended. Any payment made
under such circumstances in U.S. dollars or euro where the required payment is
in an unavailable Specified Currency will not constitute an Event of Default.
If such Market Exchange Rate is not then available to the Issuer or is not
published for a particular Specified Currency, the Market Exchange Rate will be
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent (as defined below) at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the date of such payment from
three recognized foreign exchange dealers (the "Exchange Dealers") for the
purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of Notes and
at which the


                                      28
<PAGE>

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. International
Limited, unless otherwise indicated on the face hereof.

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

      With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for the 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,


                                      29
<PAGE>

and in the coin or currency, herein prescribed unless otherwise agreed between
the Issuer and the registered holder of this Note.

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

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

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

      As used herein:

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

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

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

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


                                      30
<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.

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


                                      31
<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.



                                      32
<PAGE>

                           OPTION TO EXTEND MATURITY

      The undersigned hereby elects to extend the maturity of the Morgan
Stanley Global Medium-Term Notes, Series [D/E], Euro Senior Registered Floating
Rate Renewable Notes, EXtendible Liquidity Securities, No. EFLRR__ (ISIN
[       ]; Common Code [       ]) (or the portion thereof specified below) with
the effect provided in said Note by surrendering said Note to JPMorgan Chase
Bank (London Branch), Trinity Tower, 9 Thomas More Street, London E19YT,
England, Attention: Capital Markets Fiduciary Services, or such other address
of which the Issuer shall from time to time notify the holders of the Notes in
the event of an election to extend the maturity of only a portion of the
principal amount of said Note, together with this form of "Option to Extend
Maturity" duly completed by the holder of said Note.

      If the option to extend the maturity of less than the entire principal
amount of said Note is elected, specify the portion of said Note (which shall
be [       ] or an integral multiple of [       ] in excess thereof) as to
which the holder elects to extend the maturity [       ] ________; and specify
the denomination or denominations (which shall be [       ] or an integral
multiple of [       ] in excess thereof) of the Notes in the form attached to
said Note as Exhibit A to be issued to the holder for the portion of said Note
as to which the option to extend the maturity is not being elected (in the
absence of any such specification one such Note in the form of said Exhibit A
will be issued for the portion as to which the option to extend maturity is not
being made) Euro ________.

Dated: ____________________________     _______________________________________
                                        NOTICE: The signature on this Option to
                                        Extend Maturity must correspond with
                                        the name as written upon the face of
                                        the Note in every particular, without
                                        alteration or enlargement or any change
                                        whatever.


                                      33
<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.


                                      34
<PAGE>

                                                                     SCHEDULE I

                             SCHEDULE OF EXCHANGES

      The initial principal amount of this Note is [        ]. The following
exchanges of a portion of this Note for an interest in a Short-Term Note and
the following exchanges of an interest in a Short-Term Note for an interest in
this Note have been made:

<TABLE>
                     Principal Amount       Reduced Principal
                      Exchanged For         Amount Outstanding          Notation Made by
 Date of Exchange    Short-Term Note     Following Such Exchange    or on Behalf of Trustee
<S>                 <C>                  <C>                       <C>
------------------  -------------------  -----------------------   -------------------------

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

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

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

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

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

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

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

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

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

------------------  -------------------  -----------------------   -------------------------
</TABLE>


                                      35
<PAGE>

               EXHIBIT A TO EURO SENIOR REGISTERED FLOATING RATE
                                 RENEWABLE NOTE
                               (Short-Term Note)

                           [FORM OF FACE OF SECURITY]

REGISTERED                                          REGISTERED
No. EFLRR                                           ISIN: [           ]
                                                    Common Code: [      ]

                                                    Euro _________


THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.(3)


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


                                      A-1
<PAGE>


                                 MORGAN STANLEY

                 EURO SENIOR REGISTERED FLOATING RATE RENEWABLE

                     GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]

-------------------------------------------------------------------------------
BASE RATE:                 ORIGINAL ISSUE DATE:      MATURITY DATE:
-------------------------------------------------------------------------------
REPORTING SERVICE:         INTEREST ACCRUAL DATE:    INTEREST PAYMENT DATES:
                             [Insert date of
                             issuance of Short-term
                             Note.]
-------------------------------------------------------------------------------
INDEX MATURITY:            INITIAL INTEREST RESET    INTEREST RESET PERIOD:
                             DATE:
-------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS):    INTEREST PAYMENT PERIOD:  INTEREST RESET DATE(S):
-------------------------------------------------------------------------------
INITIAL OFFERING DATE:     INITIAL INTEREST RATE:    PRINCIPAL PAYING AGENT
                                                       AND CALCULATION
                                                       AGENT:
-------------------------------------------------------------------------------
SPECIFIED CURRENCY:        MAXIMUM INTEREST RATE:    DENOMINATIONS:
-------------------------------------------------------------------------------
INCREMENTAL SPREAD (PLUS   MINIMUM INTEREST RATE:    IF SPECIFIED CURRENCY
  OR MINUS):                                           OTHER THAN U.S.
                                                       DOLLARS. OPTION TO
                                                       ELECT PAYMENT IN U.S.
                                                       DOLLARS:
-------------------------------------------------------------------------------
INCREMENTAL SPREAD         EXCHANGE RATE AGENT:      OPTIONAL REPAYMENT
  COMMENCEMENT DATE:                                   DATE(S):
-------------------------------------------------------------------------------
INITIAL REDEMPTION DATE:   DESIGNATED CMT MATURITY   DESIGNATED CMT
                             INDEX:                    TELERATE PAGE:
-------------------------------------------------------------------------------
INITIAL REDEMPTION         ANNUAL REDEMPTION         REDEMPTION NOTICE PERIOD:
  PERCENTAGE:                PERCENTAGE REDUCTION:
-------------------------------------------------------------------------------
REDEMPTION DATES:          REDEMPTION PERCENTAGE:
-------------------------------------------------------------------------------
OTHER PROVISIONS:
-------------------------------------------------------------------------------


                                      A-2
<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 ____________, or registered
assignees, the principal sum of ____________, on the Maturity Date specified
above (except to the extent previously redeemed or repaid) and to pay interest
on the principal amount hereof outstanding from time to time, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate, as defined below, until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until but excluding the date on which the
principal hereof is paid or duly made available for payment, together with the
unpaid amount of interest, if any, payable on the principal amount hereof
during the period that the Issuer's obligation to pay such principal amount was
evidenced by a predecessor Note (the "Renewable Note"), which amount shall be
payable on the first date succeeding the Interest Accrual Date specified above
on which interest on this Note is paid and shall be payable to the person
receiving such interest payment. The Issuer will pay interest hereon in arrears
weekly, monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date or 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; provided,
further, that if an Interest Payment Date or the Maturity Date or a redemption
or repayment date would fall on a day that is not a Business Day, as defined on
the reverse hereof, such Interest Payment Date, Maturity Date, redemption date
or repayment date shall be the following day that is a Business Day, except
that if the Base Rate specified above is LIBOR or EURIBOR and such next
Business Day falls in the next calendar month, the Interest Payment Date,
Maturity Date, redemption date or repayment date shall be the immediately
preceding day that is a Business Day. As used herein, "Initial Interest Rate"
means the rate of interest determined in accordance with the provisions of the
Renewable Note (i) on the Interest Reset Date with respect to the Renewable
Note occurring on the Interest Accrual Date specified above or (ii) if no such
Interest Reset Date occurred on the Interest Accrual Date, on the Interest
Reset Date with respect to the Renewable Note occurring immediately preceding
the Interest Accrual Date.

      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


                                      A-3
<PAGE>

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) (each such date a
"Record Date"); provided, however, that interest payable at maturity (or on any
redemption or repayment date) shall be payable to the person to whom the
principal hereof shall be payable.

      Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption or repayment date), 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
Principal Paying Agent, as defined on the reverse hereof, or at the office or
agency of such other paying agent as the Issuer may determine (each, a "Paying
Agent," which term shall include the Principal Paying Agent). U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by United States 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 Principal Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.

      If this Note is denominated in a Specified Currency other than U.S.
dollars, 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 Principal 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.


                                      A-4


<PAGE>



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

      If this Note ceases to be held by a common depositary for Euroclear Bank
S.A./N.V., as operator of the Euroclear system, and Clearstream Banking,
societe anonyme, this Note will be exchanged for one or more Notes of
authorized denominations having an aggregate principal amount equal to the
principal amount of this Note, which new Notes shall otherwise have the same
terms as this Note; provided that the respective rights and obligations of the
Issuer and the holders of such new Notes shall be the same in all material
respects as the respective rights and obligations of the Issuer and the holder
of this Note. Such new Notes shall have stated principal amounts and shall be
registered in the names of the persons then having a beneficial interest in
this Note or in the names of their nominees.

      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


                                      A-5


<PAGE>



be entitled to any benefit under the Senior Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.


                                      A-6


<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


<PAGE>



                         [FORM OF REVERSE OF SECURITY]

      This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series [D/E], having maturities more than nine months from the date of
issue (the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and
JPMorgan Chase 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 acting through its principal corporate
trust office in the Borough of Manhattan, The City of New York, as a paying
agent for the Notes in the United States and JPMorgan Chase Bank, London
Branch, at its corporate trust office in London, as its principal paying agent
for the Notes outside the United States (the "Principal Paying Agent," which
term includes any additional or successor Principal Paying Agent appointed by
the Issuer). The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the 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 indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, will not be redeemable or subject to repayment at the option
of the holder prior to maturity.

      If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as indicated below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction specified on the face hereof until
the redemption price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption 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


                                      A-7


<PAGE>



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 the
authorized denominations specified on the face hereof (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to
100% of the principal amount to be repaid, together with interest accrued and
unpaid hereon to the date of repayment (except as provided below). For this
Note to be repaid at the option of the holder hereof, the Principal Paying
Agent must receive at its office in London, at least 15 but not more than 30
calendar days prior to the date of repayment, (i) this Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States, Western Europe or
Japan 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 Principal 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 Principal Paying Agent by such fifth Business
Day. Unless otherwise indicated on the face of this Note, exercise of such
repayment option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

      This Note will bear interest at the rate determined in accordance with
the applicable provisions below by reference to the Base Rate specified on the
face hereof based on the Index Maturity, if any, specified on the face hereof
(i) (A) plus or minus the Spread, if any, specified on the face hereof and (B)
for any period on or after the Incremental Spread Commencement Date, if any,
specified on the face hereof, plus or minus the Incremental Spread, if any,
specified on the face hereof or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified on the face
hereof (as used herein, the term "Interest Reset Date" shall include the
Initial Interest Reset Date). The


                                      A-8


<PAGE>



determination of the rate of interest at which this Note will be reset on any
Interest Reset Date shall be made on the Interest Determination Date (as
defined below) pertaining to such Interest Reset Date. The Interest Reset Dates
will be the Interest Reset Dates specified on the face hereof; provided,
however, that (i) the interest rate in effect for the period from the Interest
Accrual Date to the Initial Interest Reset Date specified on the face hereof
will be the Initial Interest Rate and (ii) unless otherwise specified on the
face hereof, the interest rate in effect for the ten calendar days immediately
prior to maturity, redemption or repayment will be that in effect on the tenth
calendar day preceding such maturity, redemption or repayment. If any Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is a Business
Day, except that if the Base Rate specified on the face hereof is LIBOR or
EURIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. 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 in London or (y) if this Note is denominated in a Specified Currency
other than U.S. dollars, euro or Australian dollars, in the principal financial
center of the country of the Specified Currency, or (z) if this Note is
denominated in Australian dollars, in Sydney and (b) if this Note is
denominated in euro, that is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System ("TARGET") is operating (a
"TARGET Settlement Day").

      The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the Federal Funds Rate and
Prime Rate shall be on the Business Day prior to the Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the CD Rate, Commercial Paper Rate
and CMT Rate will be the second Business Day prior to such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to EURIBOR (or to LIBOR when the Index
Currency is euros) shall be the second TARGET Settlement Day prior to such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to LIBOR, other
than for LIBOR Notes for which the Index Currency is euros, shall be the second
London Banking Day prior to such Interest Reset Date, except that the Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note for
which the Index Currency is pounds sterling will be such Interest Reset Date.
As used herein, "London Banking Day" means any day on which dealings in
deposits in the Index Currency (as defined herein) are transacted in the London
interbank market. The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to the Treasury
Rate shall be the day of the week in which such Interest Reset Date falls on
which Treasury bills normally would be auctioned. Treasury Bills are normally
sold at auction on


                                      A-9


<PAGE>



Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that the auction may
be held on the preceding Friday; provided, however, that if an auction is held
on the Friday of the week preceding such Interest Reset Date, the Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such
auction. The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to two or more base rates
will be the latest Business Day that is at least two Business Days before the
Interest Reset Date for the applicable Note on which each base rate is
determinable.

      Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or Maturity Date
(or, with respect to any principal amount to be redeemed or repaid, any
redemption or repayment date), as the case may be.

      Determination of CD Rate. If the Base Rate specified on the face hereof
is the "CD Rate," for any Interest Determination Date, the CD Rate with respect
to this Note shall be the rate on that date for negotiable U.S. dollar
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)."

      The following procedures shall be followed if the CD Rate cannot be
determined as described above:

            (i) If the above rate is not published in H.15(519) by 3:00 p.m.,
      New York City time, on the Calculation Date, the CD Rate shall be the
      rate on that Interest Determination Date set forth in the daily update of
      H.15(519), available through the world wide website of the Board of
      Governors of the Federal Reserve System at
      http://www.federalreserve.gov/releases/h15/update, or any successor site
      or publication ("H.15 Daily Update") for the Interest Determination Date
      for certificates of deposit having the Index Maturity specified on the
      face hereof, under the caption "CDs (Secondary Market)".

            (ii) If the above rate is not yet published in either H.15(519) or
      the H.15 Daily Update by 3:00 p.m., New York City time, on the
      Calculation Date, the Calculation Agent shall determine the CD Rate to be
      the arithmetic mean of the secondary market offered rates as of 10:00
      a.m., New York City time, on that Interest Determination Date of three


                                     A-10


<PAGE>



      leading nonbank dealers in negotiable U.S. dollar certificates of deposit
      in The City of New York, which may include the initial dealer and its
      affiliates, selected by the Calculation Agent (after consultation with
      the Issuer), for negotiable U.S. dollar certificates of deposit of major
      U.S. money center banks of the highest credit standing in the market for
      negotiable certificates of deposit with a remaining maturity closest to
      the Index Maturity specified on the face hereof in an amount that is
      representative for a single transaction in that market at that time.

            "Initial dealer" with respect to this Note means either Morgan
      Stanley & Co. International Limited and Bank Morgan Stanley AG.

            (iii) If the dealers selected by the Calculation Agent are not
      quoting as described in (ii) above, the CD Rate shall remain the CD Rate
      for the immediately preceding Interest Reset Period, or, if there was no
      Interest Reset Period, the rate of interest payable shall be the Initial
      Interest Rate.

      Determination of Commercial Paper Rate. If the Base Rate specified on the
face hereof is the "Commercial Paper Rate," for any Interest Determination
Date, the Commercial Paper Rate with respect to this Note shall be the Money
Market Yield (as defined herein), calculated as described below, of the rate on
that date for commercial paper having the Index Maturity specified on the face
hereof, as that rate is published in H.15(519), under the heading "Commercial
Paper--Nonfinancial."

      The following procedures shall be followed if the Commercial Paper Rate
cannot be determined as described above:

            (i) If the above rate is not published by 3:00 p.m., New York City
      time, on the Calculation Date, then the Commercial Paper Rate shall be
      the Money Market Yield of the rate on that Interest Determination Date
      for commercial paper of the Index Maturity specified on the face hereof
      as published in the H.15 Daily Update, or other recognized electronic
      source used for the purpose of displaying the applicable rate, under the
      heading "Commercial Paper--Nonfinancial."

            (ii) If by 3:00 p.m., New York City time, on that Calculation Date
      the rate is not yet published in either H.15(519) or the H.15 Daily
      Update, then the Calculation Agent shall determine the Commercial Paper
      Rate to be the Money Market Yield of the arithmetic mean of the offered
      rates as of 11:00 a.m., New York City time, on that Interest
      Determination Date of three leading dealers of U.S. dollar commercial
      paper in The City of New York, which may include the initial dealer and
      its affiliates, selected by the Calculation Agent (after consultation
      with the Issuer), for commercial paper of the Index Maturity specified on
      the face hereof,


                                     A-11


<PAGE>



      placed for an industrial issuer whose bond rating is "Aa," or the
      equivalent, from a nationally recognized statistical rating agency.

            (iii) If the dealers selected by the Calculation Agent are not
      quoting as mentioned above, the Commercial Paper Rate for that Interest
      Determination Date shall remain the Commercial Paper Rate for the
      immediately preceding Interest Reset Period, or, if there was no Interest
      Reset Period, the rate of interest payable shall be the Initial Interest
      Rate.

      The "Money Market Yield" shall be a yield calculated in accordance with
the following formula:

                                        D x 360
               Money Market Yield =  --------------   x 100
                                     360 - (D x M)

where "D" refers to the applicable per year rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

      Determination of EURIBOR Notes. If the Base Rate specified on the face
hereof is "EURIBOR," for any Interest Determination Date, EURIBOR with respect
to this Note shall be the rate for deposits in euros as sponsored, calculated
and published jointly by the European Banking Federation and ACI - The
Financial Market Association, or any company established by the joint sponsors
for purposes of compiling and publishing those rates, for the Index Maturity
specified on the face hereof as that rate appears on the display on Moneyline
Telerate, or any successor service, on page 248 or any other page as may
replace page 248 on that service ("Telerate Page 248") as of 11:00 a.m.,
Brussels time.

      The following procedures shall be followed if the rate cannot be
determined as described above:

            (i) If the above rate does not appear, the Calculation Agent shall
      request the principal Euro-zone office of each of four major banks in the
      Euro-zone interbank market, as selected by the Calculation Agent (after
      consultation with the Issuer), to provide the Calculation Agent with its
      offered rate for deposits in euros, at approximately 11:00 a.m., Brussels
      time, on the Interest Determination Date, to prime banks in the Euro-zone
      interbank market for the Index Maturity specified on the face hereof
      commencing on the applicable Interest Reset Date, and in a principal
      amount not less than the equivalent of U.S.$1 million in euro that is
      representative of a single transaction in euro, in that market at that
      time. If at least two quotations are provided, EURIBOR shall be the
      arithmetic mean of those quotations.

            (ii) If fewer than two quotations are provided, EURIBOR shall be
      the arithmetic mean of the rates quoted by four major banks in the


                                     A-12


<PAGE>



      Euro-zone interbank market, as selected by the Calculation Agent (after
      consultation with the Issuer), at approximately 11:00 a.m., Brussels
      time, on the applicable Interest Reset Date for loans in euro to leading
      European banks for a period of time equivalent to the Index Maturity
      specified on the face hereof commencing on that Interest Reset Date in a
      principal amount not less than the equivalent of U.S.$1 million in euro.

            (iii) If the banks so selected by the Calculation Agent are not
      quoting as described in (ii) above, the EURIBOR rate in effect for the
      applicable period shall be the same as EURIBOR for the immediately
      preceding Interest Reset Period, or, if there was no Interest Reset
      Period, the rate of interest payable shall be the Initial Interest Rate.

      "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the relevant treaty of
the European Union, as amended.

      Determination of the Federal Funds Rates. If the Base Rate specified on
the face hereof is the "Federal Funds Rate," for any Interest Determination
Date, the Federal Funds Rate with respect to this Note shall be the rate on
that date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on Moneyline Telerate, or any
successor service, on page 120 or any other page as may replace page 120 on
that service ("Telerate Page 120").

      The following procedures shall be followed if the Federal Funds Rate
cannot be determined as described above:

            (i) If the above rate is not published by 3:00 p.m., New York City
      time, on the Calculation Date, the Federal Funds Rate shall be the rate
      on that Interest Determination Date as published in the H.15 Daily
      Update, or other recognized electronic source used for the purpose of
      displaying the applicable rate, under the heading "Federal Funds
      (Effective)."

            (ii) If that rate is not yet published in either H.15(519) or the
      H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation
      Date, the Calculation Agent shall determine the Federal Funds Rate to be
      the arithmetic mean of the rates for the last transaction in overnight
      U.S. dollar federal funds by each of three leading brokers of U.S. dollar
      federal funds transactions in The City of New York, which may include the
      initial dealer and its affiliates, selected by the Calculation Agent
      (after consultation with the Issuer), prior to 9:00 a.m., New York City
      time, on that Interest Determination Date.

            (iii) If the brokers selected by the Calculation Agent are not
      quoting as mentioned above, the Federal Funds Rate relating to that


                                     A-13


<PAGE>



      Interest Determination Date shall remain the Federal Funds Rate for the
      immediately preceding Interest Reset Period, or, if there was no Interest
      Reset Period, the rate of interest payable shall be the Initial Interest
      Rate.

      Determination of LIBOR. If the Base Rate specified on the face hereof is
"LIBOR," LIBOR with respect to this Note shall be based on London Interbank
Offered Rate. The Calculation Agent shall determine LIBOR for each Interest
Determination Date as follows:

            (i) As of the Interest Determination Date, LIBOR shall be either:
      (a) if "LIBOR Reuters" is specified as the Reporting Service on the face
      hereof, the arithmetic mean of the offered rates for deposits in the
      Index Currency having the Index Maturity designated on the face hereof,
      commencing on the second London Banking Day immediately following that
      Interest Determination Date, that appear on the Designated LIBOR Page, as
      defined below, as of 11:00 a.m., London time, on that Interest
      Determination Date, if at least two offered rates appear on the
      Designated LIBOR Page; except that if the specified Designated LIBOR
      Page, by its terms provides only for a single rate, that single rate
      shall be used; or (b) if "LIBOR Telerate" is specified as the Reporting
      Service on the face hereof, the rate for deposits in the Index Currency
      having the Index Maturity designated on the face hereof, commencing on
      the second London Banking Day immediately following that Interest
      Determination Date or, if pounds sterling is the Index Currency,
      commencing on that Interest Determination Date, that appears on the
      Designated LIBOR Page at approximately 11:00 a.m., London time, on that
      Interest Determination Date.

            (ii) If (a) fewer than two offered rates appear and LIBOR Reuters
      is specified on the face hereof, or (b) no rate appears and the face
      hereof specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and the
      Designated LIBOR Page by its terms provides only for a single rate, then
      the Calculation Agent shall request the principal London offices of each
      of four major reference banks in the London interbank market, as selected
      by the Calculation Agent (after consultation with the Issuer), to provide
      the Calculation Agent with its offered quotation for deposits in the
      Index Currency for the period of the Index Maturity specified on the face
      hereof commencing on the second London Banking Day immediately following
      the Interest Determination Date or, if pounds sterling is the Index
      Currency, commencing on that Interest Determination Date, to prime banks
      in the London interbank market at approximately 11:00 a.m., London time,
      on that Interest Determination Date and in a principal amount that is
      representative of a single transaction in that Index Currency in that
      market at that time.

            (iii) If at least two quotations are provided, LIBOR determined on
      that Interest Determination Date shall be the arithmetic mean of those


                                     A-14


<PAGE>



      quotations. If fewer than two quotations are provided, LIBOR shall be
      determined for the applicable Interest Reset Date as the arithmetic mean
      of the rates quoted at approximately 11:00 a.m., London time, or some
      other time specified on the face hereof, in the applicable principal
      financial center for the country of the Index Currency on that Interest
      Reset Date, by three major banks in that principal financial center
      selected by the Calculation Agent (after consultation with the Issuer)
      for loans in the Index Currency to leading European banks, having the
      Index Maturity specified on the face hereof and in a principal amount
      that is representative of a single transaction in that Index Currency in
      that market at that time.

            (iv) If the banks so selected by the Calculation Agent are not
      quoting as described in (iii) above, LIBOR in effect for the applicable
      period shall be the same as LIBOR for the immediately preceding Interest
      Reset Period, or, if there was no Interest Reset Period, the rate of
      interest payable shall be the Initial Interest Rate.

      The "Index Currency" means the currency specified on the face hereof as
the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.

      "Designated LIBOR Page" means either: (a) if LIBOR Reuters is designated
as the Reporting Service on the face hereof, the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency or its designated successor, or
(b) if LIBOR Telerate is designated as the Reporting Service on the face
hereof, the display on Moneyline Telerate, or any successor service, on the
page specified on the face hereof, or any other page as may replace that page
on that service, for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

      If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency shall be determined as if LIBOR
Telerate were specified, and, if the U.S. dollar is the Index Currency, as if
Page 3750 had been specified.

      Determination of Prime Rate. If the Base Rate specified on the face
hereof is "Prime Rate," for any Interest Determination Date, the Prime Rate
with respect to this Note shall be the rate on that date as published in
H.15(519) under the heading "Bank Prime Loan."

      The following procedures shall be followed if the Prime Rate cannot be
determined as described above:


                                     A-15


<PAGE>



            (i) If the rate is not published prior to 3:00 p.m., New York City
      time, on the Calculation Date, then the Prime Rate shall be the rate on
      that Interest Determination Date as published in the H.15 Daily Update
      under the heading "Bank Prime Loan."

            (ii) If the rate is not published prior to 3:00 p.m., New York City
      time, on the Calculation Date in either H.15(519) or the H.15 Daily
      Update, then the Calculation Agent shall determine the Prime Rate to be
      the arithmetic mean of the rates of interest publicly announced by each
      bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
      as that bank's Prime Rate or base lending rate as in effect for that
      Interest Determination Date.

            (iii) If fewer than four rates appear on the Reuters Screen USPRIME
      1 Page by 3:00 p.m., New York City time, for that Interest Determination
      Date, the Calculation Agent shall determine the Prime Rate to be the
      arithmetic mean of the Prime Rates quoted on the basis of the actual
      number of days in the year divided by 360 as of the close of business on
      that Interest Determination Date by at least three major banks, which may
      include affiliates of the initial dealer, in The City of New York
      selected by the Calculation Agent (after consultation with the Issuer).

            (iv) If the banks selected are not quoting as described in (iii)
      above, the Prime Rate shall remain the Prime Rate for the immediately
      preceding Interest Reset Period, or, if there was no Interest Reset
      Period, the rate of interest payable shall be the Initial Interest Rate.

      "Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major U.S.
banks.

      Determination of Treasury Rate. If the Base Rate specified on the face
hereof is "Treasury Rate," the Treasury Rate with respect to this Note shall
be:

            (i) the rate from the Auction held on the applicable Interest
      Determination Date (the "Auction") of direct obligations of the United
      States ("Treasury Bills") having the Index Maturity specified on the face
      hereof as that rate appears under the caption "INVESTMENT RATE" on the
      display on Moneyline Telerate, or any successor service, on page 56 or
      any other page as may replace page 56 on that service ("Telerate Page
      56") or page 57 or any other page as may replace page 57 on that service
      ("Telerate Page 57"); or

            (ii) if the rate described in (i) above is not published by 3:00
      p.m., New York City time, on the Calculation Date, the Bond Equivalent


                                     A-16


<PAGE>



      Yield of the rate for the applicable Treasury Bills as published in the
      H.15 Daily Update, or other recognized electronic source used for the
      purpose of displaying the applicable rate, under the caption "U.S.
      Government Securities/Treasury Bills/Auction High"; or

            (iii) if the rate described in (ii) above is not published by 3:00
      p.m., New York City time, on the related Calculation Date, the Bond
      Equivalent Yield of the Auction rate of the applicable Treasury Bills,
      announced by the United States Department of the Treasury; or

            (iv) in the event that the rate described in (iii) above is not
      announced by the United States Department of the Treasury, or if the
      Auction is not held, the Bond Equivalent Yield of the rate on the
      applicable Interest Determination Date of Treasury Bills having the Index
      Maturity specified on the face hereof published in H.15(519) under the
      caption "U.S. Government Securities/Treasury Bills/Secondary Market"; or

            (v) if the rate described in (iv) above is not so published by 3:00
      p.m., New York City time, on the related Calculation Date, the rate on
      the applicable Interest Determination Date of the applicable Treasury
      Bills as published in the H.15 Daily Update, or other recognized
      electronic source used for the purpose of displaying the applicable rate,
      under the caption "U.S. Government Securities/Treasury Bills/Secondary
      Market"; or

            (vi) if the rate described in (v) above is not so published by 3:00
      p.m., New York City time, on the related Calculation Date, the rate on
      the applicable Interest Determination Date calculated by the Calculation
      Agent as the Bond Equivalent Yield of the arithmetic mean of the
      secondary market bid rates, as of approximately 3:30 p.m., New York City
      time, on the applicable Interest Determination Date, of three primary
      U.S. government securities dealers, which may include the initial dealer
      and its affiliates, selected by the Calculation Agent, for the issue of
      Treasury Bills with a remaining maturity closest to the Index Maturity
      specified on the face hereof; or

            (vii) if the dealers selected by the Calculation Agent are not
      quoting as described in (vi), the Treasury Rate for the immediately
      preceding Interest Reset Period, or, if there was no Interest Reset
      Period, the rate of interest payable shall be the Initial Interest Rate.

      The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:

                                         D x N
           Bond Equivalent Yield =  --------------   x 100
                                     360 - (D x M)


                                     A-17


<PAGE>



where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.

      Determination of CMT Rate. If the Base Rate specified on the face hereof
is the "CMT Rate," for any Interest Determination Date, the CMT Rate with
respect to this Note shall be the rate displayed on the Designated CMT Telerate
Page (as defined below) under the caption "... Treasury Constant Maturities ...
Federal Reserve Board Release H.15... Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index, as defined below, for:

            (1) the rate on that Interest Determination Date, if the Designated
      CMT Telerate Page is 7051; and

            (2) the week or the month, as applicable, ended immediately
      preceding the week in which the related Interest Determination Date
      occurs, if the Designated CMT Telerate Page is 7052.

      The following procedures shall be followed if the CMT Rate cannot be
determined as described above:

            (i) If that rate is no longer displayed on the relevant page, or if
      not displayed by 3:00 p.m., New York City time, on the related
      Calculation Date, then the CMT Rate shall be the Treasury Constant
      Maturity rate for the Designated CMT Maturity Index as published in the
      relevant H.15(519).

            (ii) If the rate described in (i) is no longer published, or if not
      published by 3:00 p.m., New York City time, on the related Calculation
      Date, then the CMT Rate shall be the Treasury Constant Maturity Rate for
      the Designated CMT Maturity Index or other U.S. Treasury rate for the
      Designated CMT Maturity Index on the Interest Determination Date as may
      then be published by either the Board of Governors of the Federal Reserve
      System or the United States Department of the Treasury that the
      Calculation Agent determines to be comparable to the rate formerly
      displayed on the Designated CMT Telerate Page and published in the
      relevant H.15(519).

            (iii) If the information described in (ii) is not provided by 3:00
      p.m., New York City time, on the related Calculation Date, then the
      Calculation Agent shall determine the CMT Rate to be a yield to maturity,
      based on the arithmetic mean of the secondary market closing offer side
      prices as of approximately 3:30 p.m., New York City time, on the Interest
      Determination Date, reported, according to their written records, by
      three leading primary U.S. government securities dealers ("Reference


                                     A-18


<PAGE>



      Dealers") in The City of New York, which may include the initial dealer
      or its affiliates, selected by the Calculation Agent as described in the
      following sentence. The Calculation Agent shall select five reference
      dealers (after consultation with the Issuer) and shall eliminate the
      highest quotation or, in the event of equality, one of the highest, and
      the lowest quotation or, in the event of equality, one of the lowest, for
      the most recently issued direct noncallable fixed rate obligations of the
      United States ("Treasury Notes") with an original maturity of
      approximately the Designated CMT Maturity Index, a remaining term to
      maturity of no more than 1 year shorter than that Designated CMT Maturity
      Index and in a principal amount that is representative for a single
      transaction in the securities in that market at that time. If two
      Treasury Notes with an original maturity as described above have
      remaining terms to maturity equally close to the Designated CMT Maturity
      Index, the quotes for the Treasury Note with the shorter remaining term
      to maturity shall be used.

            (iv) If the Calculation Agent cannot obtain three Treasury Notes
      quotations as described in (iii) above, the Calculation Agent shall
      determine the CMT Rate to be a yield to maturity based on the arithmetic
      mean of the secondary market offer side prices as of approximately 3:30
      p.m., New York City time, on the Interest Determination Date of three
      reference dealers in The City of New York, selected using the same method
      described in (iii) above, for Treasury Notes with an original maturity
      equal to the number of years closest to but not less than the Designated
      CMT Maturity Index and a remaining term to maturity closest to the
      Designated CMT Maturity Index and in a principal amount that is
      representative for a single transaction in the securities in that market
      at that time.

            (v) If three or four, and not five, of the reference dealers are
      quoting as described in (iv) above, then the CMT Rate shall be based on
      the arithmetic mean of the offer prices obtained and neither the highest
      nor the lowest of those quotes shall be eliminated.

            (vi) If fewer than three reference dealers selected by the
      Calculation Agent are quoting as described in (iv) above, the CMT Rate
      shall be the CMT Rate for the immediately preceding Interest Reset
      Period, or, if there was no Interest Reset Period, the rate of interest
      payable shall be the Initial Interest Rate.

      "Designated CMT Telerate Page" means the display on Moneyline Telerate,
or any successor service, on the page designated on the face hereof or any
other page as may replace that page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.


                                     A-19


<PAGE>



      "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30
years, specified in an applicable pricing supplement for which the CMT Rate
shall be calculated. If no maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.

      Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.

      At the request of the holder hereof, the Calculation Agent will provide
to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

      Unless otherwise indicated on the face hereof, interest payments on this
Note shall be the amount of interest accrued from and including the Interest
Accrual Date or from and including the last date to which interest has been
paid or duly provided for, to but excluding the Interest Payment Dates or
Maturity Date (or any earlier redemption or repayment date), as the case may
be. Accrued interest hereon for any period shall be the sum of the products
obtained by multiplying the interest factor calculated for each day in such
period by the principal amount hereof.

      Unless otherwise specified on the face hereof, the interest factor for
each such day shall be computed by dividing the interest rate applicable to
such day (i) by 360 if the Base Rate is CD Rate, Commercial Paper Rate,
EURIBOR, Federal Funds Rate, Prime Rate or LIBOR (except if the Index Currency
is pounds sterling); (ii) by 365 if the Base Rate is LIBOR and the Index
Currency is pounds sterling; or (iii) by the actual number of days in the year
if the Base Rate is the Treasury Rate or the CMT Rate. All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with .000005% rounded up to .00001%), and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent, with one-half cent rounded upward. The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

      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


                                     A-20


<PAGE>



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 is issuable
only in the minimum denominations set forth on the face hereof or any amount in
excess thereof which is an authorized denomination set forth on the face
hereof.

      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 either the
aforesaid New York office or the London office of the Trustee by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in
form satisfactory to the Issuer and 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 offices for other Notes of other
authorized denominations of equal aggregate principal amount having identical
terms and provisions. All such registrations, exchanges and transfers of Notes
will be free of charge, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge in connection therewith. All
Notes surrendered for exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the 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


                                     A-21


<PAGE>



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.

      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, 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 legal counsel satisfactory to the Trustee to such effect based on
such statement of facts; provided that no such notice of redemption shall be
given earlier than 60 calendar days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in
respect of this Note were then due.

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

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

            (a) any present or future tax, assessment or other governmental
      charge that would not have been so imposed but for (i) the existence of
      any present or former connection between such holder, or between a
      fiduciary, settlor, beneficiary, member or shareholder of such holder, if
      such holder is an estate, a trust, a partnership or a corporation for
      United States federal income tax purposes, and the United


                                     A-22


<PAGE>



      States, 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 or on behalf of the
      holder of this Note for payment on a date more than 15 calendar days
      after the date on which such payment became due and payable or the date
      on which payment thereof is duly provided for, whichever occurs later;

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

            (c) any tax, assessment or other governmental charge imposed by
      reason of such holder's past or present status as a personal holding
      company or foreign personal holding company or controlled foreign
      corporation or passive foreign investment company with respect to the
      United States or as a corporation which accumulates earnings to avoid
      United States federal income tax or as a private foundation or other
      tax-exempt organization;

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

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

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

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

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


                                     A-23


<PAGE>



In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on behalf of
a holder who would have been able to avoid such withholding or deduction by
presenting this Note or the relevant coupon to another Paying Agent in a member
state of the European Union. Nor shall the Issuer pay Additional Amounts with
respect to any payment on this Note to a United States Alien who is a fiduciary
or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

      The Senior Indenture provides that (i) if an Event of Default (as defined
in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Global Medium-Term Notes of
which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt securities
issued under the Senior Indenture, shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the outstanding debt securities of each affected series, voting as
one class, by notice in writing to the Issuer and to the Trustee, if given by
the securityholders, may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (ii) 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, insolvency or reorganization of the Issuer, shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in aggregate principal amount of all outstanding debt securities
issued under the Senior Indenture, voting as one class, by notice in writing to
the Issuer and to the Trustee, if given by the securityholders, may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal, premium, if any, or interest on such debt securities) by
the holders of a majority in aggregate principal amount of the debt securities
of all affected series then outstanding.

      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


                                     A-24


<PAGE>



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,
(i) extend the final maturity of any such debt security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or change
the currency of payment thereof, or modify or amend the provisions for
conversion of any currency into any other currency, or modify or amend the
provisions for conversion or exchange of the debt security for securities of
the Issuer or other entities or for other property (other than as provided in
the antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof or
(ii) reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental
indenture.

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


                                     A-25


<PAGE>



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. International
Limited, unless otherwise indicated on the face hereof.

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

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

      With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for the 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,


                                     A-26


<PAGE>



and in the coin or currency, herein prescribed unless otherwise agreed between
the Issuer and the registered holder of this Note.

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

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

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

      As used herein:

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

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

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

      All other terms used in this Note which are defined in the 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-27


<PAGE>



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

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

_______________________________________________________________________________

_______________________________________________________________________________

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

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


Dated: _________________________

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


                                     A-28


<PAGE>



                           OPTION TO ELECT REPAYMENT

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


_______________________________________________________________________________

_______________________________________________________________________________

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


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

Dated:  _______________________    _____________________________________
                                   NOTICE: The signature on this Option to
                                   Extend Maturity must correspond with the
                                   name as written upon the face of the Note in
                                   every particular, without alteration or
                                   enlargement or any change whatever.

                                     A-29