EXHIBIT 4-aa


                           [FORM OF FACE OF SECURITY]
                     EURO FIXED RATE SENIOR REGISTERED NOTE

REGISTERED                                                   REGISTERED
No. EFXRR                                                    [PRINCIPAL AMOUNT]

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

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


                                       1

<PAGE>


                                 MORGAN STANLEY

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

                     Euro Fixed Rate Senior Registered Note

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


     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 thereon at the Interest Rate per annum specified above from and
including the Interest Accrual Date specified above until but excluding the date
the principal amount is paid or duly made available for payment (except as
provided below) weekly, monthly, quarterly, semi-annually or annually in arrears
on the Interest Payment Dates specified above in each year commencing on the
Interest Payment Date next succeeding the Interest Accrual Date specified above,
and at maturity (or on any redemption or repayment date); provided, however,
that if the Interest Accrual Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date.

     Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly

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

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


                                       2

<PAGE>


provided for, or, if no interest has been paid or duly provided for, from and
including the Interest Accrual Date, until but excluding the date the principal
hereof has been paid or duly made available for payment (except as provided
below). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions described herein,
be paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the date 15 calendar days prior to
such Interest Payment Date (whether or not a Business Day (as defined on the
reverse of this Note)) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.

     Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Principal Paying Agent, as defined on the reverse hereof, or at such other
paying agency as the Issuer may determine (each, a "Paying Agent," which term
shall include the Principal Paying Agent). Payment of the principal of and
premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the person
entitled thereto as such address shall appear in the Note register. A holder of
U.S. $10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date will be entitled to receive payments of interest, other
than interest due at maturity or on any date of redemption or repayment, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Principal Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date. If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States, and in the case the Specified Currency is
euro, in a country for which the euro is the lawful currency, if appropriate
wire transfer instructions have been received by the Principal Paying Agent in
writing on or prior to the fifth business day after the applicable Record Date.
If such wire transfer instructions are not so received, such interest payments
will be made by check payable in such Specified Currency mailed to the address
of the person entitled thereto as such address shall appear in the Note
register.

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

     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.


                                       3

<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


                                       4

<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 portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.

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


                                       5

<PAGE>


the option of the holder hereof at a price equal to 100% of the principal amount
to be repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below), provided that if this Note is issued with
original issue discount, this Note will be repayable on the applicable Optional
Repayment Date or Dates at the price(s) specified on the face hereof. For this
Note to be repaid at the option of the holder hereof, the Principal Paying Agent
must receive at its office in London, at least 15 but not more than 30 calendar
days prior to the date of repayment, (i) this Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or 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.

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

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

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

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

     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


                                       6

<PAGE>


may be transferred at either the aforesaid New York office or at 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 service charge,
but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith. All Notes surrendered for exchange
shall be accompanied by a written instrument of transfer in form satisfactory to
the Issuer and the 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 such 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, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

     This Note may be redeemed, as a whole, at the option of the Issuer at any
time prior to maturity, upon the giving of a Notice of redemption as described
below, at a redemption price equal to 100% of the principal amount hereof,
together with accrued interest to the date fixed for redemption (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption," such
redemption price would be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue
discount amortized from the Interest Accrual Date to the date of redemption,
which amortization shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles in effect on the date
of redemption)), if the Issuer determines that, as a result of any change in or
amendment to the laws, or any regulations or rulings promulgated thereunder, of
the United States or of any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws,


                                       7

<PAGE>


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

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

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

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


                                       8

<PAGE>


         foundation or other tax-exempt organization or a bank receiving
         interest under Section 881(c)(3)(A) of the Internal Revenue Code of
         1986, as amended;

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

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

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

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

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

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


                                       9

<PAGE>


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, premium, if any, or interest on such debt securities) by the
holders of a majority in aggregate principal amount of the debt securities of
all affected series then outstanding.

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

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


                                       10

<PAGE>


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

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

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

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


                                       11

<PAGE>


shall be such an agency, the Issuer shall keep the Trustee advised of the names
and locations of such agencies, if any are so designated.

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

     No provision of this Note or of the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.

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

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

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

     As used herein:

                  (a) the term "Business Day" means any day, other than a
         Saturday or Sunday, (i) 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 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 (ii) 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");


                                       12

<PAGE>


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

                  (c) the term "Notices" refers to notices to the holders of the
         Notes at each holder's address as that address appears in the register
         for the Notes by first class mail, postage prepaid, and to be given by
         publication in an authorized newspaper in the English language and of
         general circulation in the Borough of Manhattan, The City of New York,
         and London or, if publication in London is not practical, in an English
         language newspaper with general circulation in Western Europe; provided
         that notice may be made, at the option of the Issuer, through the
         customary notice provisions of the clearing system or systems through
         which beneficial interests in this Note are owned. Such Notices will be
         deemed to have been given on the date of such publication (or other
         transmission, as applicable), or if published in such newspapers on
         different dates, on the date of the first such publication;

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

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

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


                                       13

<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.

                                   ----------


                                       14

<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.


                                       15

<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.