EXHIBIT 4-ee


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                                 MORGAN STANLEY



                                      and



                       JPMORGAN CHASE BANK, Warrant Agent



                            _______________________



                               WARRANT AGREEMENT



                           dated as of [     ], 2003




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                               TABLE OF CONTENTS

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                                   ARTICLE 1
                                    WARRANTS

Section 1.01.  Ranking........................................................1
Section 1.02.  Form, Execution and Delivery of Warrant Certificates...........2
Section 1.03.  Number Unlimited; Issuable in Series...........................3
Section 1.04.  Countersignature and Delivery of Warrant Certificates..........5
Section 1.05.  Place of Exercise; Registration of Transfers and Exchanges.....9
Section 1.06.  Mutilated or Missing Warrant Certificates.....................13
Section 1.07.  Registered Holders............................................14
Section 1.08.  Cancellation..................................................14
Section 1.09.  Additional Warrant Agents.....................................15
Section 1.10.  Appointment of Calculation Agents.............................16

                                   ARTICLE 2
                       DURATION AND EXERCISE OF WARRANTS

Section 2.01.  Duration and Exercise of Warrants.............................16
Section 2.02.  Return of Money Held Unclaimed for Two Years..................16

                                   ARTICLE 3
             OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 3.01.  Warrantholder May Enforce Rights..............................17
Section 3.02.  No Rights as Holder of Warrant Property Conferred by
               Warrants or Warrant Certificates..............................17
Section 3.03.  Merger, Consolidation, Conveyance or Transfer.................17

                                   ARTICLE 4
               WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

Section 4.01.  Warrants Acquired by the Company..............................18
Section 4.02.  Payment of Taxes..............................................18

                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

Section 5.01.  Warrant Agent.................................................19
Section 5.02.  Condition of Warrant Agent's Obligations......................19
Section 5.03.  Resignation and Appointment of Successor......................21


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                                   ARTICLE 6
                                 MISCELLANEOUS

Section 6.01.  Amendment.....................................................23
Section 6.02.  Notices and Demands to the Company and the Warrant Agent......24
Section 6.03.  Addresses for Notices.........................................24
Section 6.04.  Notices to Warrantholders.....................................25
Section 6.05.  Obtaining of Approvals........................................25
Section 6.06.  Persons Having Rights under this Agreement....................25
Section 6.07.  Inspection of Agreement.......................................26
Section 6.08.  Officer's Certificates and Opinions of Counsel; Statements
               to Be Contained Therein.......................................26
Section 6.09.  Payments Due on Saturdays, Sundays and Holidays...............27
Section 6.10.  Judgment Currency.............................................27
Section 6.11.  Headings......................................................28
Section 6.12.  Counterparts..................................................28
Section 6.13.  Applicable Law................................................28

Exhibit I      -   Form of Registered Call Warrant Certificate

Exhibit II     -   Form of Registered Put Warrant Certificate


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                               WARRANT AGREEMENT

     THIS AGREEMENT, dated as of [ ], 2003, between MORGAN STANLEY, a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), and JPMORGAN CHASE BANK, a New York banking corporation (the
"Warrant Agent").

     WHEREAS, the Company has entered into an Amended and Restated Senior
Indenture dated as of May 1, 1999, between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee") (as
amended and supplemented as of September 15, 2000 and October 8, 2002 and as
further amended or supplemented from time to time, the "Indenture"), providing
for the issuance from time to time of its unsecured debt securities to be
issued in one or more series as provided in the Indenture;

     WHEREAS, the Company has duly authorized the issue from time to time of
warrants (the "Warrants") to purchase or sell (i) securities issued by the
Company or by an entity affiliated or not affiliated with the Company, a basket
of such securities, an index or indices of such securities or any combination
of the above, (ii) currencies or (iii) commodities (the property described in
clauses (i), other than the Company's debt securities, (ii) and (iii), in
relation to a Warrant, being hereinafter referred to as the "Unaffiliated
Warrant Property" applicable to such Warrant, and the Company's debt securities
issued pursuant to the Indenture to be purchased or sold upon exercise of any
Warrant, being hereinafter referred to as the "Warrant Securities," and
together with the Unaffiliated Warrant Property, the "Warrant Property") to be
issued in one or more series and in such number and with such terms as may from
time to time be authorized in accordance with the terms of this Agreement;

     WHEREAS, the Company has duly authorized the execution and delivery of
this Agreement to provide, among other things, for the delivery and
administration of the Warrants; and

     WHEREAS, all things necessary to make this Agreement a valid agreement
according to its terms have been done;

     NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1
                                    WARRANTS

     Section 1.01. Ranking. The Warrants are unsecured contractual obligations
of the Company and will rank pari passu with the Company's other


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unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt.

     Section 1.02. Form, Execution and Delivery of Warrant Certificates. (a)
Certificates ("Warrant Certificates") evidencing the Warrants of each series
shall be substantially in the form of Exhibits I and II hereto or in such form
(not inconsistent with this Agreement) as shall be established by or pursuant
to one or more Board Resolutions (as defined below) (as set forth in a Board
Resolution or, to the extent established pursuant to, rather than set forth in,
a Board Resolution, in an Officer's Certificate (as defined below) detailing
such establishment) or in one or more agreements supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement. The Warrant
Certificates may have imprinted or otherwise reproduced thereon such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and that are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any self-regulatory organization (an "SRO") on
which the Warrants of such series may be listed or quoted, or of any securities
depository, or to conform to usage. Warrant Certificates shall be signed on
behalf of the Company by the chief financial officer, the treasurer or any
assistant treasurer or such other person specifically designated by the Board
of Directors to execute Warrant Certificates, which signature may or may not be
attested by the secretary or an assistant secretary of the Company. The
signature of any of such officers may be either manual or facsimile.
Typographical and other minor errors or defects in any such signature shall not
affect the validity or enforceability of any Warrant Certificate that has been
duly countersigned and delivered by the Warrant Agent.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Company to have been duly
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Warrant Agent.

     "Board of Directors" means either the Board of Directors of the Company or
any committee of such Board duly authorized to act on its behalf for the
purposes of this Agreement.

     "Officer's Certificate" means a certificate signed by the chairman of the
board, the president, the chief financial officer, the chief strategic and
administrative officer, the chief legal officer, the treasurer, any assistant
treasurer or such other person authorized by the Board of Directors to execute
any such certificate and delivered it to the Warrant Agent. Without limiting
the generality of the foregoing, if the Warrants of any series are to be issued
as components of a


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unit ("Unit") with one or more other securities of the Company, an officer's
certificate or similar certificate relating to the Warrants delivered pursuant
to an indenture or unit agreement or similar agreement governing such Units or
one or more other components thereof may also constitute an Officer's
Certificate under this Agreement.

     (b) In case any officer of the Company who shall have signed a Warrant
Certificate, either manually or by facsimile signature, shall cease to be such
officer before such Warrant Certificate shall have been countersigned and
delivered by the Warrant Agent to the Company or delivered by the Company, such
Warrant Certificate nevertheless may be countersigned and delivered as though
the person who signed such Warrant Certificate had not ceased to be such
officer of the Company; and a Warrant Certificate may be signed on behalf of
the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such officer.

     (c) Pending the preparation of final Warrant Certificates evidencing
Warrants of any series, the Company may execute and the Warrant Agent shall
countersign and deliver temporary Warrant Certificates evidencing such Warrants
(printed, lithographed, typewritten or otherwise produced, in each case in form
satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall
be issuable substantially in the form of the final Warrant Certificates but
with such omissions, insertions and variations as may be appropriate for
temporary Warrant Certificates, all as may be determined by the Company with
the concurrence of the Warrant Agent. Such temporary Warrant Certificates may
contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the
Company and shall be countersigned by the Warrant Agent upon the same
conditions and in substantially the same manner, and with like effect, as the
final Warrant Certificates. Without unreasonable delay, the Company shall
execute and shall furnish final Warrant Certificates and thereupon such
temporary Warrant Certificates may be surrendered in exchange therefor without
charge, and the Warrant Agent shall countersign and deliver in exchange for
such temporary Warrant Certificates final Warrant Certificates evidencing a
like aggregate number of Warrants of the same series and of like tenor as those
evidenced by such temporary Warrant Certificates. Until so exchanged, such
temporary Warrant Certificates and the Warrants evidenced thereby shall be
entitled to the same benefits under this Warrant Agreement as final Warrant
Certificates and the Warrants evidenced thereby.

     Section 1.03. Number Unlimited; Issuable in Series. (a) The aggregate
number of Warrants that may be delivered under this Agreement is unlimited.


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     (b) The Warrants may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions (and to the extent
established pursuant to, rather than set forth in, a Board Resolution, in an
Officer's Certificate detailing such establishment) or established in one or
more agreements supplemental hereto, prior to the initial issuance of Warrants
of any series;

          (i) the designation of the Warrants of the series, which shall
     distinguish the Warrants of the series from the Warrants of all other
     series;

          (ii) any limit upon the aggregate number of the Warrants of the
     series that may be countersigned and delivered under this Agreement
     (disregarding any Warrants countersigned and delivered upon registration
     of transfer of, or in exchange for, or in lieu of, other Warrants of the
     series);

          (iii) the specific Warrant Property purchasable or salable upon
     exercise of the Warrants of the series, and the amount thereof (or the
     method for determining the same);

          (iv) the price at which the Warrants of the series will be issued
     and, if other than U.S. dollars, the coin or currency or composite
     currency in which such issue price will be payable;

          (v) whether the Warrants of the series are warrants to purchase
     ("call warrants") or warrants to sell ("put warrants") the Warrant
     Property;

          (vi) the price at which and, if other than U.S. Dollars, the coin or
     currency or composite currency with which the Warrant Property may be
     purchased or sold upon exercise of the Warrants of the series (or the
     method for determining the same);

          (vii) whether the exercise price for the Warrants of the series may
     be paid in cash or by the exchange of any other security of the Company,
     or both, or otherwise, and the method of exercise of the Warrants of the
     series;

          (viii) whether the exercise of the Warrants of the series is to be
     settled in cash or by delivery of the Warrant Property or both, or
     otherwise;

          (ix) the terms by which (A) in the case of call warrants, the Warrant
     Agent shall deliver all funds received by it in payment for the exercise
     of Warrants to the Company and the Company shall deliver the


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     Warrant Property or (B) in the case of put warrants, the Warrant Agent
     shall deliver the Warrant Property received to the Company in exchange for
     the funds delivered by the Company;

          (x) the date on which the right to exercise the Warrants of the
     series shall commence and the date (the "Expiration Date") on which such
     right shall expire or, if the Warrants of the series are not continuously
     exercisable throughout such period, the specific date or dates on which
     they will be exercisable;

          (xi) whether the Warrant Certificates representing the Warrants of
     the series will be in registered form ("Registered Warrants") or bearer
     form ("Bearer Warrants") or both;

          (xii) whether the Warrant Certificates evidencing any Registered
     Warrants or Bearer Warrants of the series will be issued in global form
     ("Global Warrant Certificates") or definitive form ("Definitive Warrant
     Certificates") or both, and whether and on what terms (if different from
     those set forth herein) Warrant Certificates in one form may be converted
     into or exchanged for Warrant Certificates in the other form;

          (xiii) any warrant agents, depositaries, authenticating or paying
     agents, transfer agents or registrars or any determination or calculation
     agents or other agents with respect to Warrants of the series;

          (xiv) whether the Warrants of the series will be issued separately or
     together as a unit (a "Unit") with one or more other securities of the
     Company or any other person and, if the Warrants of the series are to be
     issued as components of Units, whether and on what terms the Warrants of
     the series may be separated from the other components of such Units prior
     to the Expiration Date of such Warrants; and

          (xv) any other terms of the Warrants of the series (which terms shall
     not be inconsistent with the provisions of this Agreement).

     (c) All Warrants of any one series shall be substantially identical,
except as may otherwise be provided by or pursuant to the Board Resolution or
Officer's Certificate referred to above or as set forth in any such agreement
supplemental hereto. All Warrants of any one series need not be issued at the
same time and may be issued from time to time, consistent with the terms of
this Agreement, if so provided by or pursuant to such Board Resolution, such
Officer's Certificate or in any such agreement supplemental hereto.

     Section 1.04. Countersignature and Delivery of Warrant Certificates. (a)
The Company may deliver Warrant Certificates evidencing Warrants of any series


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executed by the Company to the Warrant Agent for countersignature together with
the applicable documents referred to below in this Section, and the Warrant
Agent shall thereupon countersign and deliver such Warrant Certificates to or
upon the order of the Company (contained in the Issuer Order (as defined below)
referred to below in this Section) or pursuant to such procedures acceptable to
the Warrant Agent as may be specified from time to time by an Issuer Order. Any
terms of the Warrants evidenced by such Warrant Certificates may be determined
by or pursuant to such Issuer Order or such other procedures. If provided for
in such procedures, such Issuer Order may authorize countersignature and
delivery pursuant to oral instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In
countersigning such Warrant Certificates and accepting the responsibilities
under this Agreement in relation to the Warrants evidenced by such Warrant
Certificates, the Warrant Agent shall be entitled to receive (in the case of
subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv) below, only at or
before the time of the first request of the Company to the Warrant Agent to
countersign Warrant Certificates in a particular form evidencing Warrants) and
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:

          (i) an Issuer Order requesting such countersignature and setting
     forth delivery instructions if the Warrant Certificates are not to be
     delivered to the Company;

          (ii) any Board Resolution, Officer's Certificate and/or executed
     supplemental agreement pursuant to which the forms and terms of the
     Warrants evidenced by such Warrant Certificates were established;

          (iii) an Officer's Certificate setting forth the forms and terms of
     the Warrants evidenced by such Warrant Certificates stating that the form
     or forms and terms of the Warrants evidenced by such Warrant Certificates
     have been established pursuant to Sections 1.02 and 1.03 and comply with
     this Agreement, and covering such other matters as the Warrant Agent may
     reasonably request; and (iv) At the option of the Company, either an
     Opinion of Counsel (as defined below) or a letter addressed to the Warrant
     Agent permitting it to rely on an Opinion of Counsel, substantially to the
     effect that:

               (A) the forms of the Warrant Certificates have been duly
          authorized and established in conformity with the provisions of this
          Agreement;

               (B) in the case of an underwritten offering, the terms of the
          Warrants have been duly authorized and established in


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          conformity with the provisions of this Agreement and, in the case of
          an offering that is not underwritten, certain terms of the Warrants
          have been established pursuant to a Board Resolution, an Officer's
          Certificate or a supplemental agreement in accordance with this
          Agreement, and when such other terms as are to be established
          pursuant to procedures set forth in an Issuer Order shall have been
          established, all terms will have been duly authorized by the Company
          and will have been established in conformity with the provisions of
          this Agreement; and

               (C) when the Warrant Certificates have been executed by the
          Company and countersigned by the Warrant Agent in accordance with the
          provisions of this Agreement and delivered to and duly paid for by
          the purchasers thereof, subject to such other conditions as may be
          set forth in such opinion of counsel, they will have been duly issued
          under this Agreement and the Warrants evidenced thereby will be valid
          and legally binding obligations of the Company, enforceable in
          accordance with their respective terms, and will be entitled to the
          benefits of this Agreement.

     In rendering such opinions, such counsel may qualify any opinions as to
     enforceability by stating that such enforceability may be limited by
     bankruptcy, insolvency, reorganization, liquidation, moratorium and other
     similar laws affecting the rights and remedies of creditors and is subject
     to general principles of equity (regardless of whether such enforceability
     is considered in a proceeding in equity or at law). Such counsel may rely,
     as to all matters governed by the laws of jurisdictions other than the
     State of New York and the federal law of the United States, upon opinions
     of other counsel (copies of which shall be delivered to the Warrant
     Agent), who shall be counsel reasonably satisfactory to the Warrant Agent,
     in which case the opinion shall state that such counsel believes he and
     the Warrant Agent are entitled so to rely. Such counsel may also state
     that, insofar as such opinion involves factual matters, such counsel has
     relied, to the extent such counsel deems proper, upon certificates of
     officers of the Company and its subsidiaries and certificates of public
     officials.

     "Issuer Order" means a written statement, request or order of the Company
signed in its name by the chairman of the board, the president, the chief
financial officer, the chief strategic and administrative officer, the chief
legal officer, the treasurer, any assistant treasurer or such other person
specifically designated by the Board of Directors to execute any such written
instrument, request or order. Without limiting the generality of the foregoing,
if the Warrants of a series are issued as components of Units, an issuer order
or similar order relating to the Warrants delivered pursuant to an indenture or
unit or similar agreement governing such Units or one or more other components
thereof may


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also constitute an Issuer Order under this Agreement if addressed to the
Warrant Agent.

     "Opinion of Counsel" means an opinion in writing signed by Sidley Austin
Brown & Wood LLP or by such other legal counsel, who may be an employee of or
counsel to the Company, and who shall be satisfactory to the Warrant Agent.

     (b) The Warrant Agent shall have the right to decline to countersign and
deliver any Warrant Certificates under this Section if the Warrant Agent, being
advised by counsel, determines that such action may not lawfully be taken by
the Company or if the Warrant Agent (i) in good faith by its board or directors
or board of trustees determines that such action would expose the Warrant Agent
to personal liability to existing registered or beneficial holders of Warrants
(each, a "Warrantholder") or would affect the Warrant Agent's own rights,
duties or immunities under the Warrant Certificates, the Warrants, this
Agreement or otherwise or (ii) in good faith determines that the terms of such
Warrants are administratively unacceptable to it.

     (c) If the Company shall establish pursuant to Section 1.03 that the
Warrants of a series are to be evidenced in whole or in part by one or more
Global Warrant Certificates, then the Company shall execute and the Warrant
Agent shall, in accordance with this Section and the Issuer Order with respect
to such series, countersign and deliver one or more Global Warrant Certificates
that (i) shall evidence all or part of the Warrants of such series issued in
such form and not yet canceled, (ii) shall be registered in the name of the
Depositary (as defined below) for such Warrants or the nominee of such
Depositary, (iii) shall be delivered by the Warrant Agent to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Warrants in definitive registered form, this Warrant
Certificate and the Warrants evidenced hereby may not be transferred except as
a whole by the Depositary to the nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary."

     "Depositary" means, with respect to the Warrants of any series that are or
may be evidenced by one or more Global Warrant Certificates, the person or
persons designated as Depositary by the Company pursuant to Section 1.03 hereof
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Agreement, and thereafter "Depositary" shall mean or include
each person who is then a Depositary hereunder, and if at any time there is
more than one such person, "Depositary" as used with respect to the Warrants of
any such series shall mean the Depositary with respect to that series.


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     (d) If so required by applicable law, each Depositary for a series of
Warrants must, at the time of its designation and at all times while it serves
as Depositary, be a clearing agency registered under the Securities Exchange
Act of 1934 and any other applicable statute or regulation.

     (e) Each Warrant Certificate shall be dated the date of its
countersignature. A Warrant Certificate shall not be valid for any purpose, and
no Warrant evidenced thereby shall be exercisable, unless and until such
Warrant Certificate has been countersigned by the manual signature of an
authorized officer of the Warrant Agent. Such countersignature by an authorized
officer of the Warrant Agent upon any Warrant Certificate executed by the
Company in accordance with this Agreement shall be conclusive evidence that the
Warrant Certificate so countersigned and the Warrants evidenced thereby have
been duly issued hereunder.

     Section 1.05. Place of Exercise; Registration of Transfers and Exchanges.
(a) Except as otherwise established pursuant to Section 1.03 with respect to
Warrants of a series, Warrants may be presented for exercise at the Warrant
Agent's Window (as defined below) in accordance with procedures to be
established pursuant to Section 1.03.

     (b) Except as otherwise provided herein or as established pursuant to
Section 1.03 with respect to the Warrants of a series, the Warrant Agent shall
from time to time register the transfer of any outstanding Registered
Definitive Warrant Certificates upon the records to be maintained by it for
that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined
below), subject to such reasonable regulations as the Company or the Warrant
Agent may prescribe with respect to the Warrants of such series, upon surrender
thereof at the Warrant Agent's Window (as defined below), Attention: Transfer
Department, duly endorsed by, or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent and the
Company duly executed by, the Registered Holder(s) (as defined below) thereof
or by the duly appointed legal representative thereof or by a duly authorized
attorney, such signature to be guaranteed by a bank or trust company with a
correspondent office in The City of New York or by a broker or dealer that is a
member of the National Association of Securities Dealers, Inc. (the "NASD") or
by a member of a national securities exchange or in such other manner
acceptable to the Warrant Agent and the Company. Upon any such registration of
transfer, one or more new Warrant Certificates of the same series and like
terms evidencing a like number of unexercised Warrants shall be issued to the
transferee(s) and the surrendered Warrant Certificate shall be cancelled by the
Warrant Agent.

     (c) Except as otherwise established for a series of Warrants pursuant to
Section 1.03, at the option of a Registered Holder, Definitive Warrant
Certificates may be exchanged for other Definitive Warrant Certificates
evidencing the same


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aggregate number of unexercised Warrants of the same series and of like tenor
upon surrender to the Warrant Agent of the Definitive Warrant Certificates to
be exchanged at the Warrant Agent's Window, Attention: Transfer Department. The
"Warrant Agent's Window" shall be the window of the Warrant Agent maintained
for purposes of transfer and tender in the Borough of Manhattan, The City of
New York (or at the address of any additional agency established by the Company
pursuant to Section 1.09 hereof, or at the address of any successor Warrant
Agent (as provided in Section 5.03)), which is, on the date of this Agreement,
JPMorgan Chase Bank, Corporate Trust Securities Window, 4 New York Plaza,
Ground Floor, New York, New York 10004. If the Warrants of any series are
issued in both registered and unregistered form, except as otherwise
established for such series pursuant to Section 1.03, at the option of the
holder thereof, Warrant Certificates evidencing Bearer Warrants of any series
may be exchanged for Definitive Warrant Certificates evidencing an equal number
of unexercised Registered Warrants of the same series and of like tenor upon
surrender of such Warrant Certificates evidencing Bearer Warrants to be
exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless
otherwise established for such series pursuant to Section 1.03, Registered
Warrants of any series may not be exchanged for Bearer Warrants of such series.
Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant
Agent shall cancel such Warrant Certificate, and the Company shall execute, and
the Warrant Agent shall countersign and deliver, one or more new Warrant
Certificates evidencing a like number of unexercised Warrants of the same
series and of like tenor.

     (d) Warrants evidenced by the Warrant Certificates issued upon transfer or
exchange pursuant to paragraph (b) or (c) of this Section shall be valid
obligations of the Company, constituting the same obligations of the Company as
the Warrants evidenced by the Warrant Certificates surrendered for transfer or
exchange, and entitled to the same benefits under this Agreement as were such
Warrants evidenced by the Warrant Certificates prior to such surrender.

     (e) Except as provided in Section 1.06, no service charge shall be made
for any registration of transfer or exchange of Warrant Certificates, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Warrant Certificates, other than exchanges pursuant to
this Section not involving any transfer.

     (f) In the event that upon any exercise of Warrants evidenced by a Warrant
Certificate the number of Warrants exercised shall be less than the total
number of Warrants evidenced by such Warrant Certificate, there shall be issued
to the Registered Holder thereof (or, in the case of Bearer Warrants, the
holder thereof) or his assignee a new Warrant Certificate evidencing the number
of Warrants of the same series and of like tenor not exercised.


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     (g) Warrant Certificates evidencing Bearer Warrants shall be transferable
by delivery.

     (h) Notwithstanding any other provision of this Agreement, unless and
until it is exchanged in whole or in part for Definitive Warrant Certificates,
a Global Warrant Certificate evidencing all or a portion of the Warrants of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

     (i) If at any time the Depositary for any series of Warrants notifies the
Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no longer be
eligible under this Agreement, the Company shall appoint a successor Depositary
with respect to such series. If a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 1.03 that such series be evidenced by one or more Global Warrant
Certificates shall no longer be effective and the Company will execute, and the
Warrant Agent, upon receipt of an Officer's Certificate for the
countersignature and delivery of Definitive Warrant Certificates evidencing
Warrants of such series, will countersign and deliver Definitive Warrant
Certificates evidencing Warrants of such series and of like tenor in an
aggregate number equal to the number of the unexercised Warrants represented by
such Global Warrant Certificate or Certificates in exchange for such Global
Warrant Certificate or Certificates.

     (j) If established pursuant to Section 1.03 with respect to a series of
Warrants evidenced in whole or in part by one or more Global Warrant
Certificates, the Depositary for such series may surrender such Global Warrant
Certificate or Certificates in exchange in whole or in part for Definitive
Warrant Certificates evidencing Warrants of the same series and of like tenor
on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Warrant Agent shall countersign and deliver,
without service charge,

          (i) to the person specified by such Depositary a new Definitive
     Warrant Certificate of the same series and of like tenor in an aggregate
     number equal to and in exchange for such person's beneficial interest in
     the Warrants evidenced by such Global Warrant Certificate or Certificates;
     and

          (ii) to such Depositary a new Global Warrant Certificate or
     Certificates evidencing Warrants of the same series and of like tenor in


                                      11
<PAGE>


     number equal to the difference, if any, between the number of unexercised
     Warrants evidenced by the surrendered Global Warrant Certificates and the
     number of unexercised Warrants evidenced by such Definitive Warrant
     Certificate countersigned and delivered pursuant to clause 1.05(j)(i)
     above.

Upon the exchange of a Global Warrant Certificate for Definitive Warrant
Certificates, such Global Warrant Certificate shall be canceled by the Warrant
Agent or an agent of the Company or the Warrant Agent. Registered Definitive
Warrant Certificates issued in exchange for a Registered Global Warrant
Certificate pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such series, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent or an agent of the Company or the Warrant Agent. The
Warrant Agent or such agent shall deliver such Warrant Certificates to or as
directed by the persons in whose names such Warrant Certificates are so
registered. Definitive Bearer Warrant Certificates issued in exchange for a
Global Bearer Warrant Certificate pursuant to this Section shall be issued in
such authorized denominations as the Depositary for such series, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent or an agent of the Company or the Warrant Agent. The
Warrant Agent or such agent shall deliver such Warrant Certificates to or as
directed by the Depositary for such series.

     (k) Notwithstanding anything herein or in the terms of any series of
Warrants to the contrary, none of the Company, the Warrant Agent or any agent
of the Company or the Warrant Agent (any of which, other than the Company,
shall rely on an Officer's Certificate and an Opinion of Counsel) shall be
required to exchange any Bearer Warrant for a Registered Warrant if such
exchange would result in adverse Federal income tax consequences to the Company
under then applicable United States Federal income tax laws.

     (l) The Company will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Warrants of such series are listed) where the Bearer Warrants, if
any, of each series may be presented for exercise and payment. No payment on
any Bearer Warrants will be made upon presentation of such Bearer Warrant at an
agency of the Company within the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States
unless pursuant to applicable United States laws and regulations then in effect
such payment can be made without adverse tax consequences to the Company.
Notwithstanding the foregoing, payments in United States dollars with respect
to Bearer Warrants of any series which are payable in United States dollars may
be made at an agency of the Company maintained in the Borough of Manhattan, The


                                      12
<PAGE>


City of New York if such payment in United States dollars at each agency
maintained by the Company outside the United States for payment on such Bearer
Warrants is illegal or effectively precluded by exchange controls or other
similar restrictions.

     (m) The Company may from time to time designate one or more additional
offices or agencies where the Warrants of a series may be presented for
exercise and payment, where the Warrants of that series may be presented for
exchange as provided in this Agreement and where the Registered Warrants of
that series may be presented for registration of transfer as in this Agreement
provided, and the Company may from time to time rescind any such designation,
as the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain the agencies provided for in this Section. The Company
will give to the Warrant Agent prompt written notice of any such designation or
rescission thereof.

     Section 1.06. Mutilated or Missing Warrant Certificates. (a) If any Warrant
Certificate evidencing Warrants of any series is mutilated, lost, stolen or
destroyed, the Company may in its discretion execute, and the Warrant Agent may
countersign and deliver, in exchange and substitution for the mutilated Warrant
Certificate, or in replacement for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate representing an equivalent number of
unexercised Warrants of the same series and of like tenor, bearing an
identification number, if applicable, not contemporaneously outstanding, but
only (in case of loss, theft or destruction) upon receipt of evidence
satisfactory to the Company and the Warrant Agent of such loss, theft or
destruction of such Warrant Certificate and security or indemnity, if
requested, also satisfactory to them. Applicants for such substitute Warrant
Certificates shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent may
prescribe.

     (b) In case the Warrants evidenced by any such mutilated, lost, stolen or
destroyed Warrant Certificate have been or are about to be exercised, or deemed
to be exercised, the Company in its absolute discretion may, instead of issuing
a new Warrant Certificate, and subject to the conditions set forth in clause
1.06(a) above, direct the Warrant Agent to treat the same as if it had received
the Warrant Certificate together with an irrevocable exercise notice in proper
form in respect thereof, as established with respect to the Warrants of such
series.

     (c) The Warrants evidenced by each new Warrant Certificate issued pursuant
to this Section in lieu of any lost, stolen or destroyed Warrant Certificate
shall be original, additional contractual obligations of the Company, and shall
be entitled to the same benefits under this Agreement as the Warrants evidenced
by the Warrant Certificate that was lost, stolen or destroyed.


                                      13
<PAGE>


     (d) Upon the issuance of any new Warrant Certificate in accordance with
this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Warrant Agent)
connected therewith.

     (e) The provisions of this Section are exclusive and shall preclude (to
the extent lawful) any other rights and remedies with respect to the
replacement or payment of mutilated, lost, stolen or destroyed Warrant
Certificates.

     Section 1.07. Registered Holders. (a) Prior to due presentment for
registration of transfer, the Company, the Warrant Agent, and any agent of the
Company or the Warrant Agent may deem and treat the person in whose name a
Warrant Certificate shall be registered in the Warrant Register (a "Registered
Holder") as the absolute owner of the Registered Warrants evidenced thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate) for any purpose whatsoever, and as the person entitled to exercise
the rights represented by the Registered Warrants evidenced thereby, and
neither the Company nor the Warrant Agent, nor any agent of the Company or the
Warrant Agent, shall be affected by any notice to the contrary. All payments on
account of any Registered Warrant to the Registered Holder, or upon his order,
shall be valid, and to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability of the Company for moneys paid upon such
Registered Warrant. This Section shall be without prejudice to the rights of
Warrantholders as described elsewhere herein.

     (b) The Company, the Warrant Agent and any agent of the Company or the
Warrant Agent may treat the holder of any Bearer Warrant as the absolute owner
of such Bearer Warrant for the purpose of exercising the rights represented
thereby and for all other purposes, and neither the Company, the Warrant Agent,
nor any agent of the Company or the Warrant Agent shall be affected by any
notice to the contrary. All payments on account of such Bearer Warrant made to
any such person, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon such Bearer Warrant. This Section shall be without
prejudice to the rights of Warrantholders as described elsewhere herein.

     Section 1.08. Cancellation. All Warrant Certificates surrendered to the
Warrant Agent for redemption or registration of transfer or exchange shall be
promptly cancelled by the Warrant Agent. The Company may at any time deliver to
the Warrant Agent for cancellation any Warrant Certificates previously
countersigned and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Warrant Certificates so delivered shall, upon
receipt by the Warrant Agent of an Issuer Order, be promptly cancelled by the
Warrant Agent. No Warrant Certificates shall be countersigned in lieu of or in


                                      14
<PAGE>


exchange for any Warrant Certificates cancelled as provided in this Section,
except as permitted by this Agreement. All cancelled Warrant Certificates held
by the Warrant Agent shall be disposed of in accordance with its customary
procedures and a certificate of their disposition shall be delivered by the
Warrant Agent to the Company, unless by Issuer Order the Company shall direct
that cancelled Warrant Certificates be returned to it.

     If the Company notifies the Trustee of its election to redeem Warrant
Securities pursuant to the Indenture or the terms thereof, the Company may
elect, and shall give notice to the Warrant Agent of its election, to cancel
the unexercised Warrants to purchase or sell such Warrant Securities, the
Warrant Certificates evidencing such Warrants and the rights evidenced thereby.
Promptly after receipt of such notice by the Warrant Agent, the Company shall,
or, at the Company's request, the Warrant Agent shall in the name of and at the
expense of the Company, give notice of such cancellation, as provided in
Section 6.04, to the Holders of such Warrant Certificates, such notice to be so
given not less than 30 nor more than 60 days (or within any other redemption
notice period specified in such Warrant Securities) prior to the date fixed for
the redemption of the Warrant Securities pursuant to the Indenture or the terms
thereof. The unexercised Warrants, the Warrant Certificates and the rights
evidenced thereby shall be cancelled and become void on the 15th day prior to
such date fixed for redemption.

     If the Company or any affiliate of the Company shall acquire any Warrant
Certificate, such acquisition shall not operate as a cancellation of such
Warrant Certificate unless and until such Warrant Certificate is delivered to
the Warrant Agent for the purpose of cancellation.

     Section 1.09. Additional Warrant Agents. Whenever the Company shall
appoint a warrant agent other than the Warrant Agent with respect to the
Warrants of any series, it will cause such warrant agent to execute and deliver
to the Warrant Agent an instrument in which such agent shall agree with the
Warrant Agent, subject to the provisions of this Section,

     (a) that it will hold all Warrant Property received by it as such agent
for any payment with respect to the Warrants of such series in trust for the
benefit of the Warrantholders of such series if any, or of the Warrant Agent,
and

     (b) that it will give the Warrant Agent notice of any failure by the
Company to make any payment with respect to the Warrants of such series when
the same shall be due and payable.

     The Company will, on or prior to each date of any payment of Warrants of
any such series, deposit with the Warrant Agent or any such additional warrant
agent a sum sufficient to make such payment, and the Company will promptly


                                      15
<PAGE>


notify the Warrant Agent of any failure to take such action with respect to any
such additional warrant agent.

     Section 1.10. Appointment of Calculation Agents. Pursuant to Section 1.03
hereof, the Company may, in connection with any series of Warrants appoint
Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited
or any other person or entity as Calculation Agent to make any calculations as
may be required pursuant to the terms of any such series of Warrants. Any such
Calculation Agent shall act as an independent expert and, unless otherwise
provided by this Agreement, its calculations and determinations under this
Agreement shall, absent manifest error, be final and binding on the Company,
the Warrant Agent and the Warrantholders. Any such calculations will be made
available to a Warrantholder for inspection at the Warrant Agent's Office.

                                   ARTICLE 2
                       DURATION AND EXERCISE OF WARRANTS

     Section 2.01. Duration and Exercise of Warrants. All terms with respect to
duration and exercise of Warrants will be established pursuant to Section 1.03
for each series of Warrants.

     Section 2.02. Return of Money Held Unclaimed for Two Years. Except as
otherwise provided herein, any money or other assets deposited with or paid to
the Warrant Agent for the payment of any Warrants and not paid but remaining
unclaimed for two years after the date upon which such money or other assets
shall have become due and payable shall be repaid by the Warrant Agent to the
Company, at the Company's request pursuant to an Officer's Certificate, and the
holders of such Warrants shall thereafter look only to the Company for any
payment which such holders may be entitled to collect and all liability of the
Warrant Agent with respect to such money shall thereupon cease; provided that
the Warrant Agent, before making any such repayment, may (but shall not be
obligated to) at the expense of the Company notify (i) in the case of
Registered Warrants evidenced by Definitive Warrant Certificates, the
Registered Holders, (ii) in the case of Warrants evidenced by one or more
Global Warrant Certificates, the participants of the Depositary, and (iii) in
the case of Bearer Warrants evidenced by Definitive Warrant Certificates, the
holders thereof, in each case as provided in Section 6.04, that said money has
not been so applied and remains unclaimed and that after a date named in the
notification any unclaimed balance of said money then remaining will be
returned to the Company.


                                      16
<PAGE>


                                   ARTICLE 3
             OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

     Section 3.01. Warrantholder May Enforce Rights. Notwithstanding any of the
provisions of this Agreement, any Warrantholder may, without the consent of the
Warrant Agent, the Depositary, any participant of the Depositary, any other
Warrantholder, the holder of any Warrant Property or, if applicable, the common
depositary for Euroclear Bank S.A./N.V., or its successor, as operator of the
Euroclear System, and Clearstream Banking, societe anonyme, Luxembourg, or its
successor, in and for its own behalf, enforce, and may institute and maintain,
any suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, its right to exercise its Warrants as provided in this
Agreement and established with respect to such Warrants pursuant to Section
1.03.

     Section 3.02. No Rights as Holder of Warrant Property Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder or any beneficial owner thereof to any of the
rights of a holder or beneficial owner of Warrant Property, including, without
limitation, the right to receive the payment of principal of (premium, if any)
or interest, if any, on Warrant Property or to vote or to enforce any rights
under any documents governing Warrant Property.

     Section 3.03. Merger, Consolidation, Conveyance or Transfer. (a) If at any
time there shall be a merger or consolidation of the Company or a conveyance or
transfer of its property and assets substantially as an entirety, then in any
such event the successor or assuming corporation, if other than the Company,
shall by an instrument of assumption delivered to the Warrant Agent succeed to
and be substituted for the Company, with the same effect (subject to the
Indenture, in the case of Warrants to purchase or sell Warrant Securities) as
if it had been named herein and in the Warrant Certificates as the Company. The
Company shall thereupon, except in the case of a transfer by way of lease, be
relieved of any further obligation hereunder and under the Warrants and the
Warrant Certificates, and the Company, as the predecessor corporation, except
in the case of a transfer by way of lease, may thereupon or at any time
thereafter be dissolved, wound up or liquidated. Such successor or assuming
corporation may thereupon cause to be signed, and may issue either in its own
name or in the name of the Company, Warrant Certificates evidencing any or all
of the Warrants issuable hereunder that theretofore shall not have been signed
by the Company (and, in the case of Warrants to purchase or sell Warrant
Securities, may execute and deliver Warrant Securities in its own name pursuant
to the Indenture, in fulfillment of its obligations to deliver Warrant
Securities upon exercise of the Warrants). All the Warrants so issued shall in
all respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the


                                      17
<PAGE>


date of the execution hereof. In any case of any such merger, consolidation,
conveyance or transfer, such changes in phraseology and form (but not in
substance) may be made in the Warrant Certificates representing the Warrants
thereafter to be issued as may be appropriate.

     (b) The Warrant Agent may receive an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, conveyance, transfer or
assumption complies with the provisions of this Section and the Indenture (in
the case of Warrants to purchase or sell Warrant Securities).

                                   ARTICLE 4
               WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

     Section 4.01. Warrants Acquired by the Company. (a) In the event the
Company shall purchase or otherwise acquire Warrants, such Warrants may, at the
option of the Company, be (i) in the case of Bearer Warrants or Registered
Warrants evidenced by Definitive Warrant Certificates, delivered to the Warrant
Agent, and if so delivered, the Warrant Agent shall promptly cancel such
Warrants on the records of the Warrant Agent or (ii) in the case of Warrants
evidenced by one or more Global Warrant Certificates, surrendered free through
a participant of the Depositary to the Depositary for credit to the account of
the Warrant Agent maintained at the Depositary, and if so credited, the Warrant
Agent shall promptly note the cancellation of such Warrants by notation on the
records of the Warrant Agent and the Warrant Agent shall cause its records to
be marked to reflect the reduction in the number of Warrants evidenced by the
Global Warrant Certificate or Certificates by the number of Warrants so
canceled promptly after such account is credited. Warrants acquired by the
Company may also, at the option of the Company, be resold by the Company
directly or to or through any of its affiliates in lieu of being surrendered to
the Warrant Agent or credited to its account. No Warrant Certificate shall be
countersigned in lieu of or in exchange for any Warrant that is canceled as
provided herein, except as otherwise expressly permitted by this Agreement.

     (b) Any canceled Warrant Certificate held by the Warrant Agent under this
Agreement shall be disposed of by the Warrant Agent in accordance with its
customary procedures unless otherwise directed by the Company, and the Warrant
Agent shall deliver a certificate of disposition to the Company evidencing the
same.

     Section 4.02. Payment of Taxes. The Company will pay all stamp,
withholding and other duties, if any, attributable to the initial issuance of
each series or tranche of Warrants; provided, however, that, anything in this
Agreement to the contrary notwithstanding, the Company shall not be required to
pay any tax or other governmental charge that may be payable in respect of any
transfer


                                      18
<PAGE>


involving any beneficial or record interest in, or ownership interest of, any
Warrants or Warrant Certificates.

                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

     Section 5.01. Warrant Agent. The Company hereby appoints JPMorgan Chase
Bank as Warrant Agent of the Company in respect of the Warrants upon the terms
and subject to the conditions set forth herein; and JPMorgan Chase Bank hereby
accepts such appointment. The Warrant Agent shall have the powers and authority
granted to and conferred upon it in this Agreement and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it with its consent. All of the terms and provisions with
respect to such powers and authority contained in any Warrant Certificate are
subject to and governed by the terms and provisions hereof.

     Section 5.02. Condition of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrants shall be
subject:

     (a) The Company agrees promptly to pay the Warrant Agent the compensation
to be agreed upon with the Company for all services rendered by the Warrant
Agent and to reimburse the Warrant Agent for its reasonable out-of-pocket
expenses (including attorneys' fees and expenses) incurred by the Warrant Agent
without negligence or bad faith on its part in connection with the services
rendered by it hereunder. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability or expense
(including reasonable attorneys' fees and expenses) incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as such Warrant Agent hereunder, as well as the reasonable
costs and expenses of defending against any claim of liability in the premises.
The obligations of the Company under this Section shall survive the expiration
of all Warrants issued under this Agreement.

     (b) In acting under this Agreement, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any Warrantholders.

     (c) The Warrant Agent may consult with counsel satisfactory to it
(including counsel to the Company), and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered


                                      19
<PAGE>


or omitted by it hereunder in good faith and in accordance with the opinion of
such counsel.

     (d) The Warrant Agent shall be protected and shall incur no liability for
or in respect of any action taken or thing suffered by it in reliance upon any
notice, direction, consent, certificate, affidavit, opinion, statement or other
paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.

     (e) The Warrant Agent and its officers, directors and employees may become
the owner of, or acquire any interest in, any Warrants or other obligations of
the Company, with the same rights that it or they would have if it were not the
Warrant Agent hereunder and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on behalf of, or as depositary, trustee or agent for, any
committee or body of owners or holders of Warrants or other obligations of the
Company as freely as if it were not the Warrant Agent hereunder. Nothing in
this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting
as Trustee under the Indenture.

     (f) Money held by the Warrant Agent in trust hereunder need not be
segregated from other funds held by the Warrant Agent, except to the extent
required by law. The Warrant Agent shall be under no obligation to invest or
pay interest on any money received by it hereunder, except as otherwise agreed
with the Company. The Warrant Agent shall not be responsible for advancing
funds on behalf of the Company. Any interest accrued on funds deposited with
the Warrant Agent under this Agreement shall be paid to the Company from time
to time and the Holders of Warrants shall have no claim to any such interest.

     (g) The Warrant Agent shall not be under any responsibility with respect
to the validity or sufficiency of this Agreement or the execution and delivery
hereof (except the due authorization, execution and delivery hereof by the
Warrant Agent) or with respect to the validity or execution of the Warrant
Certificates (except its countersignature thereof).

     (h) The recitals contained herein and in the Warrant Certificates (except
as to the Warrant Agent's countersignature thereon) shall be taken as the
statements of the Company, and the Warrant Agent assumes no responsibility for
the correctness of the same.

     (i) The Warrant Agent shall be obligated to perform such duties as are
specifically set forth in this Agreement and no implied duties or obligations
shall be read into this Agreement against the Warrant Agent. The Warrant Agent
shall not be under any obligation to take any action hereunder likely to
involve it in any expense or liability, the payment of which is not, in its
reasonable opinion,


                                      20
<PAGE>


assured to it. The Warrant Agent shall not be accountable or under any duty or
responsibility for the application by the Company of any proceeds of the
issuance of any Warrants. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of its
covenants or agreements contained in this Agreement or in any Warrant
Certificate or in the case of the receipt of any written demand from a holder
of a Warrant with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in
Section 6.02, to make any demand upon the Company.

     Section 5.03. Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders from time to time of the Warrants, that
there shall at all times be a Warrant Agent hereunder with respect to each
series of Warrants until all the Warrants of such series are no longer
outstanding or until monies for the payment of all outstanding Warrants of such
series, if any, shall have been paid to the Warrant Agent and shall have been
returned to the Company as provided in Section 2.02, whichever occurs earlier.

     (b) The Warrant Agent may at any time resign as such agent with respect to
any series of Warrants by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation
shall become effective, subject to the appointment of a successor Warrant Agent
with respect to such series and acceptance of such appointment by such
successor Warrant Agent as hereinafter provided. The Warrant Agent hereunder
may be removed with respect to any series of Warrants at any time by the filing
with it of an instrument in writing signed by or on behalf of the Company and
specifying such removal and the date when it shall become effective. Such
resignation or removal shall take effect upon the appointment by the Company,
as hereinafter provided, of a successor Warrant Agent with respect to such
series (which shall be a banking institution organized under the laws of the
United States of America or one of the states thereof, have a combined capital
and surplus of at least $50,000,000 (as set forth in its most recent reports of
condition published pursuant to law or to the requirements of any United States
federal or state regulatory or supervisory authority) and having an office in
the Borough of Manhattan, The City of New York) and the acceptance of such
appointment by such successor Warrant Agent. In the event a successor Warrant
Agent has not been appointed and accepted its duties within 90 days of the
Warrant Agent's notice of resignation, the Warrant Agent may apply to any court
of competent jurisdiction for the designation of a successor Warrant Agent with
respect to such series. The obligation of the Company under Section 5.02(a)
shall continue to the extent set forth therein notwithstanding the resignation
or removal of the Warrant Agent with respect to any series of Warrants.

     (c) In case at any time the Warrant Agent with respect to any series of
Warrants shall give notice of its intent to resign, or shall be removed, or
shall

                                      21
<PAGE>


become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or make an assignment for the benefit of its creditors, or consent to the
appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or if any public officer shall have
taken charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be promptly appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder with respect to such series.

     (d) Any successor Warrant Agent appointed hereunder with respect to any
series of Warrants shall execute, acknowledge and deliver to its predecessor
and to the Company an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect as if
originally named as Warrant Agent with respect to such series hereunder, and
such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities
and other property on deposit with or held by such predecessor (including,
without limitation, the Warrant Register) as Warrant Agent with respect to such
series hereunder.

     (e) If a successor Warrant Agent is appointed with respect to the Warrants
of one or more (but not all) series, the Company, the predecessor Warrant Agent
and each successor Warrant Agent with respect to the Warrants of any applicable
series shall execute and deliver an agreement supplemental hereto that shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers and duties of the predecessor Warrant Agent with
respect to the Warrants of any series as to which the predecessor Warrant Agent
is not retiring shall continue to be vested in the predecessor Warrant Agent,
and shall add to or change any of the provisions of this Agreement as shall be
necessary to provide for or facilitate the administration of the Warrants
hereunder by more than one Warrant Agent, it being understood that nothing
herein or in such supplemental agreement shall constitute such Warrant Agents
Co-Warrant Agents of the same Warrants and that each such Warrant Agent shall
be a Warrant Agent with respect to separate series of Warrants.

     (f) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or


                                      22
<PAGE>


consolidation to which the Warrant Agent shall be a party or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the corporate agency assets and business of the Warrant Agent, provided
that it shall be qualified as aforesaid, shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

                                   ARTICLE 6
                                 MISCELLANEOUS

     Section 6.01. Amendment. (a) This Agreement and the terms of the Warrants
of any series may be amended (by means of an agreement supplemental hereto or
otherwise) by the Company and the Warrant Agent, without the consent of the
Warrantholders of any series of Warrants, (i) for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein, (ii) to establish the form
or terms of Warrant Certificates or Warrants of any series as permitted by
Sections 1.02 and 1.03, (iii) to evidence and provide for the acceptance of
appointment hereunder by a successor Warrant Agent with respect to the Warrants
of any series and to add to or change any of the provisions of this Agreement
as shall be necessary to provide for or facilitate the administration of the
Warrants hereunder by more than one Warrant Agent pursuant to Section 5.03, or
(iv) in any other manner which the Company may deem necessary or desirable and
which will not materially and adversely affect the interests of the
Warrantholders of such series.

     (b) The Company and the Warrant Agent may modify or amend this Agreement
(by means of an agreement supplemental hereto or otherwise) with the consent of
Warrantholders holding not less than a majority in number of the then
outstanding Warrants of all series affected by such modification or amendment,
for any purpose; provided, however, that no such modification or amendment that
changes the exercise price of the Warrants of any series, reduces the amount
receivable upon exercise, cancellation or expiration of the Warrants other than
in accordance with the antidilution provisions or other similar adjustment
provisions included in the terms of the Warrants, shortens the period of time
during which the Warrants of such series may be exercised, or otherwise
materially and adversely affects the exercise rights of the affected
Warrantholders or reduces the percentage of the number of outstanding Warrants
of such series, the consent of whose holders is required for modification or
amendment of this Agreement, may be made without the consent of each
Warrantholder affected thereby. In the case of Warrants evidenced by one or
more Global Warrant Certificates, the Company and the Warrant Agent shall be
entitled to rely upon certification in form satisfactory to each of them that
any requisite consent has been obtained from holders of beneficial ownership
interests in the relevant Global Warrant


                                      23
<PAGE>


Certificate. Such certification may be provided by participants of the
Depositary acting on behalf of such beneficial owners of Warrants, provided
that any such certification is accompanied by a certification from the
Depositary as to the Warrant holdings of such participants.

     (c) An amendment that changes or eliminates any provision of this
Agreement that has expressly been included solely for the benefit of one or
more particular series of Warrants, or that modifies the rights of
Warrantholders of such series with respect to such provision, shall be deemed
not to affect the rights under this Agreement of the Warrantholders of any
other series.

     (d) Upon the request of the Company, accompanied by a copy of a Board
Resolution (which Board Resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) authorizing the
execution of any such amendment, and upon the filing with the Warrant Agent of
evidence of the consent of Warrantholders as aforesaid, the Warrant Agent shall
join with the Company in the execution of such amendment unless such amendment
affects the Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise, in which case the Warrant Agent may in its discretion,
but shall not be obligated to, enter into such amendment. In executing, or
accepting the additional duties created by, any amendment permitted by this
Article, the Warrant Agent shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement. The fact and date
of the execution of any consent of Warrantholders, or the authority of the
Person executing the same, may be proved in any manner which the Warrant Agent
(with the approval of the Company) deems sufficient.

     (e) It shall not be necessary for the consent of the Warrantholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof.

     Section 6.02. Notices and Demands to the Company and the Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company
by any Warrantholder pursuant to the provisions of this Agreement or the terms
of the Warrants of any series, the Warrant Agent shall promptly forward such
notice or demand to the Company.

     Section 6.03. Addresses for Notices. Any communications to the Warrant
Agent with respect to this Agreement shall be in writing addressed to 4 New
York Plaza, Ground Floor, New York, New York 10004, Attention: Corporate and
Municipal Agency Department (the "Warrant Agent's Office") and any
communications to the Company with respect to this Agreement shall be addressed
to Morgan Stanley, 1585 Broadway, New York, New York 10036,


                                      24
<PAGE>


Attention: Treasurer (or in each case to such other address as shall be given
in writing to the other party hereto).

     Section 6.04. Notices to Warrantholders. The Company may cause to have
notice given to the Warrantholders of any series by providing the Warrant Agent
with a form of notice to be distributed by (i) in the case of Registered
Warrants evidenced by Definitive Warrant Certificates, the Warrant Agent to
Registered Holders by first class mail, (ii) in the case of Warrants evidenced
by one or more Global Warrant Certificates, the Depositary to be distributed by
the Depositary to its participants in accordance with the custom and practices
of the Depositary or (iii) in the case of Bearer Warrants evidenced by
Definitive Warrant Certificates, either (a) the customary notice provisions of
the clearing system or systems through which beneficial interests in such
Bearer Warrants are owned if such Bearer Warrants are held only in global form
or (b) publication at least once in an Authorized Newspaper (as defined below)
in The City of New York, and Western Europe.

     "Authorized Newspaper" means a newspaper (which, in the case of The City
of New York, will, if practicable, be The Wall Street Journal (Eastern Edition)
and, in the case of Western Europe, will, if practicable, be the Financial
Times (London Edition)) published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, and
Western Europe, as applicable. If it shall be impractical in the opinion of the
Warrant Agent to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given with the approval of the Warrant Agent shall constitute a
sufficient publication of such notice.

     Section 6.05. Obtaining of Approvals. The Company will from time to time
take all action that may be necessary to obtain and keep effective any and all
filings or notices under applicable law, which may be or become required in
connection with the issuance, sale, trading, transfer or delivery of the
Warrant Certificates or the exercise of the Warrants.

     Section 6.06. Persons Having Rights under this Agreement. Nothing in this
Agreement expressed or implied and nothing that may be inferred from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the Company, the Warrant Agent and the
Warrantholders any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof, and
all covenants, conditions, stipulations, promises and agreements contained in
this Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent, their respective successors and the Warrantholders.


                                      25
<PAGE>


     Section 6.07. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the Warrant Agent's Office for inspection
by the Warrantholders, participants of the Depositary certified as such by the
Depositary or any person certified by any such participant to be an indirect
participant of the Depositary or any person certified by any such participant
to be a beneficial owner of a Warrant, in each case, on behalf of whom such
participant holds Warrants.

     Section 6.08. Officer's Certificates and Opinions of Counsel; Statements
to Be Contained Therein. (a) Each certificate or opinion provided for in this
Agreement and delivered to the Warrant Agent with respect to compliance with a
condition or covenant provided for in this Agreement shall include (i) a
statement that the person making such certificate or opinion has read such
covenant or condition, (ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based, (iii) a statement that, in the opinion
of such person, such person has made such examination or investigation as is
necessary to enable such person to express an informed opinion as to whether or
not such covenant or condition has been complied with and (iv) a statement as
to whether or not, in the opinion of such person, such condition or covenant
has been complied with.

     (b) Any certificate, statement or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which such officer's certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Company, upon the certificate, statement or
opinion of or representations by an officer or officers of the Company, unless
such counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which such officer's
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.

     (c) Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as
the case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which such officer's or counsel's, as
the case may be, certificate, statement or opinion may be based as aforesaid
are erroneous, or in the exercise of reasonable care should know that the same
are erroneous. Any certificate or opinion of any independent firm of public
accountants filed with and


                                      26
<PAGE>


directed to the Warrant Agent shall contain a statement that such firm is
independent.

     Section 6.09. Payments Due on Saturdays, Sundays and Holidays. If the date
fixed for any payment with respect to the Warrants of any series appertaining
thereto shall not be a Business Day (as defined below), then such payment need
not be made on such date, but may be made on the next succeeding Business Day
with same force and effect as if made on the date fixed, and no interest shall
accrue for the period after such date.

     "Business Day" means, with respect to any Warrant, a Business Day as
defined in any debt security included in any unit comprising such Warrant or as
otherwise established pursuant to Section 1.03 hereof or if the term Business
Day is not so specified, Business Day means any day that is not a Saturday or
Sunday or a legal holiday in The City of New York or a day on which banking
institutions in The City of New York are authorized or required by law,
regulation or executive order to be closed.

     Section 6.10. Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the Warrants of any series (the "Required Currency") into a currency
in which a judgment will be rendered (the "Judgment Currency"), the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Warrant Agent could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day
(as defined below), in which event, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Warrant Agent could purchase in The City of New York the
Required Currency with the Judgment Currency on the last New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Agreement and the terms of the Warrants of such series
to make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with clause 6.10(a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency so expressed to be payable and (iii) shall
not be affected by judgment being obtained for any other sum due under this
Agreement. For purposes of the foregoing, "New York Banking Day" means any day
except a Saturday, Sunday or a legal holiday in The City of New York or a day
on which


                                      27
<PAGE>


banking institutions in The City of New York are authorized or required by law
or executive order to close.

     Section 6.11. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     Section 6.12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.

     Section 6.13. Applicable Law. This Agreement and each Warrant shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State,
excluding choice of law provisions.


                                      28
<PAGE>


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                           MORGAN STANLEY


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


                                           JPMORGAN CHASE BANK


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


<PAGE>


                                                                      EXHIBIT I

             [FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]


No. _____                                                  CUSIP No. __________


     [Unless and until it is exchanged in whole or in part for Warrants in
definitive registered form, this Warrant Certificate and the Warrants evidenced
hereby may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.

     Unless this Warrant Certificate is presented by an authorized
representative of the Depositary (55 Water Street, New York) to Morgan Stanley
or its agent for registration of transfer, exchange or payment, and any Warrant
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and any payment hereon is
made to Cede & Co. or such other entity as is requested by an authorized
representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](1)


                                 MORGAN STANLEY

                           [Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO _____](1)


WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY
  PURCHASABLE PER WARRANT:

CALL PRICE PER WARRANT:


---------
(1)  Applies to global warrant certificates.


                                      I-1
<PAGE>


FORM OF PAYMENT OF
  CALL PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:



     This Warrant Certificate certifies that __________, or registered assigns,
is the Registered Holder of the number of [Designation of Warrants] (the
"Warrants") [specified above](2) [specified on Schedule A hereto](3). Upon
receipt by the Warrant Agent of this Warrant Certificate, the exercise notice
on the reverse hereof (or an exercise notice in substantially identical form
delivered herewith) (the "Exercise Notice"), duly completed and executed, and
the Call Price per Warrant set forth above, in the form set forth above, for
each Warrant to be exercised (the "Exercise Property") at the Warrant Agent's
Window, Attention: Tender Department, in the Borough of Manhattan, The City of
New York, each Warrant evidenced hereby entitles the Registered Holder hereof
to receive, subject to the terms and conditions set forth herein and in the
Warrant Agreement (as defined below), from Morgan Stanley (the "Company") the
amount and form of property (the "Warrant Property") specified above. Warrants
will not entitle the Warrantholder to any of the rights of the holders of any
of the Warrant Property.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.


---------
(2) Applies to definitive warrant certificates.

(3) Applies to global warrant certificates.


                                      I-2
<PAGE>


     IN WITNESS WHEREOF, Morgan Stanley has caused this instrument to be duly
executed.


Dated:
      ------------------------
                                              MORGAN STANLEY


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

Attest:


By:
   ---------------------------
           Secretary


Countersigned as of the date above written:

JPMORGAN CHASE BANK,
   as Warrant Agent


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


                                      I-3
<PAGE>


            [FORM OF REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]


                                 MORGAN STANLEY

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued by the Company pursuant to a Warrant
Agreement, dated as of [           ], 2003 (the "Warrant Agreement"), between
the Company and JPMorgan Chase Bank (the "Warrant Agent") and are subject to
the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions each Warrantholder consents by acceptance of this Warrant
Certificate or a beneficial interest therein and which Warrant Agreement is
hereby incorporated by reference in and made a part of this Warrant
Certificate. Without limiting the foregoing, all capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Warrant
Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's
Office. The Warrants constitute a separate series of Warrants under the Warrant
Agreement.

     The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Warrant Agreement, each Warrant
may be exercised during the dates of exercise set forth on the face hereof by
delivering or causing to be delivered this Warrant Certificate, the Exercise
Notice, duly completed and executed, and the Exercise Property to the Warrant
Agent's Window, in the Borough of Manhattan, The City of New York, which is, on
the date hereof (unless otherwise specified herein), JPMorgan Chase Bank,
Corporate Trust Securities Window, 4 New York Plaza, Ground Floor, New York,
New York 10004, Attention: Tender Department, or at such other address as the
Warrant Agent may specify from time to time.

     Each Warrant entitles the Warrantholder to receive, upon exercise, the
Warrant Property set forth on the face hereof.

     The Warrant Agreement and the terms of the Warrants are subject to
amendment as provided in the Warrant Agreement.

     This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.


                                      I-4
<PAGE>


                           [Designation of Warrants]

                                Exercise Notice

JPMorgan Chase Bank
Corporate Trust Securities Window
4 New York Plaza, Ground Floor
New York, New York 10004
Attention:  Tender Department

     The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's
name, representing a number of Warrants at least equal to the number of
Exercised Warrants, and the Exercise Property with respect thereto.

     The Registered Holder hereby directs the Warrant Agent (a) to deliver the
Warrant Property as follows:



     and (b) if the number of Exercised Warrants is less than the number of
Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:


Dated:
      ----------------------------------    ------------------------------------
                                                    (Registered Holder)

                                            By:
                                               ---------------------------------
                                               Authorized Signature
                                               Address:
                                               Telephone:


                                      I-5
<PAGE>


           [If Warrant is a Global Warrant, insert this Schedule A.]

                                                                     SCHEDULE A

                           [Designation of Warrants]


                                     GLOBAL
                                    WARRANT
                             SCHEDULE OF EXCHANGES

     The initial number of Warrants represented by this Global Warrant is
__________. In accordance with the Warrant Agreement and the Unit Agreement
dated as of [           ], 2003 among the Issuer, JPMorgan Chase Bank, as Unit
Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the
Indenture referred to therein and the Holders from time to time of the Units
described therein, the following (A) exchanges of [the number of Warrants
indicated below for a like number of Warrants to be represented by a Global
Warrant that has been separated from a Unit (a "Separated Warrant")](1) [the
number of Warrants that had been represented by a Global Warrant that is part
of a Unit (an "Attached Unit Warrant") for a like number of Warrants
represented by this Global Warrant](2) or (B) reductions as a result of the
exercise of the number of Warrants indicated below have been made:

<TABLE>
                                                   [Number of Attached     [Increased
                                                   Unit Warrants           Number                      Reduced          Notation
               [Number          [Reduced Number    Exchanged  for          Outstanding                 Number           Made by or
Date of        Exchanged for    Outstanding        Warrants represented    Following      Number of    Outstanding      on Behalf
Exchange or    Separated        Following Such     by this Separated       Such           Warrants     Following        of Warrant
Exercise       Warrants](1)     Exchange](1)       Warrant](2)             Exchange](2)   Exercised    Such Exercise    Agent
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
<S>            <C>              <C>                <C>                     <C>            <C>          <C>              <C>
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    ----------
</TABLE>


---------
(1) Applies only if this Global Warrant is part of a Unit.

(2) Applies only if this Global Warrant has been separated from a Unit.


                                      I-6
<PAGE>


                                                                     EXHIBIT II


              [FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE]


No. _____                                                   CUSIP No. __________


     [Unless and until it is exchanged in whole or in part for Warrants in
definitive registered form, this Warrant Certificate and the Warrants evidenced
hereby may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.

     Unless this Warrant Certificate is presented by an authorized
representative of the Depositary (55 Water Street, New York) to Morgan Stanley
or its agent for registration of transfer, exchange or payment, and any Warrant
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and any payment hereon is
made to Cede & Co. or such other entity as is requested by an authorized
representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](1)


                                 MORGAN STANLEY

                           [Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____](1)

CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME):

[WARRANT PROPERTY:](2)


---------
(1) Applies to global warrant certificates.

(2) Only if the terms of the Warrants contemplate that the holder may deliver
    Warrant Property to exercise the Warrants.


                                     II-1
<PAGE>


[AMOUNT OF WARRANT PROPERTY
   SALABLE PER WARRANT:](2)

[PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:](2)

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON
EXERCISE OF WARRANTS:](2)



DATES OF EXERCISE:

OTHER TERMS:

     This Warrant Certificate certifies that __________, or registered assigns,
is the Registered Holder of the number of [Designation of Warrants] (the
"Warrants") [specified above](1) [specified on Schedule A hereto](2). Upon
receipt by the Warrant Agent of this Warrant Certificate, the exercise notice
on the reverse hereof (or an exercise notice in substantially identical form
delivered herewith)(the "Exercise Notice"), duly completed and executed, and
the Amount of Warrant Property saleable per Warrant set forth above, adjusted,
if applicable, as set forth above, for each Warrant to be exercised, delivered
as set forth above at the Warrant Agent's Window, Attention: Tender Department,
in the Borough of Manhattan, The City of New York (which is, on the date
hereof, Corporate Trust Securities Window, 4 New York Plaza, Ground Floor, New
York, New York 10004, Attention: Tender Department), each Warrant evidenced
hereby entitles the Registered Holder hereof to receive, subject to the terms
and conditions set forth herein and in the Warrant Agreement (as defined
below), from Morgan Stanley (the "Company") the [Cash Settlement Value] [Put
Price](3) per Warrant specified above.

     Unless otherwise indicated above, a Warrant will not require or entitle a
Warrantholder to sell or deliver to the Company, nor will the Company be under
any obligation to, nor will it, purchase or take delivery from any
Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the
Company will make only a cash payment in the amount of the Cash Settlement
Value or Put


---------
(1)   Applies to definitive warrant certificates.

(2)   Applies to global warrant certificates.

(3)   Only if the terms of the Warrants contemplate that the holder may deliver
      Warrant Property to exercise the Warrants.


                                      II-2
<PAGE>


Price per Warrant. Warrantholders will not receive any interest on
any Cash Settlement Value.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.


                                     II-3
<PAGE>


     IN WITNESS WHEREOF, Morgan Stanley has caused this instrument to be duly
executed.

Dated:
      -----------------------

                                              MORGAN STANLEY


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

Attest:

By:
   --------------------------
         Secretary


Countersigned as of the date above written:

JPMORGAN CHASE BANK,
   as Warrant Agent


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


                                     II-4
<PAGE>


            [FORM OF REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]


                                 MORGAN STANLEY

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued by the Company pursuant to a Warrant
Agreement, dated as of [           ], 2003 (the "Warrant Agreement"), between
the Company and JPMorgan Chase Bank (the "Warrant Agent") and are subject to
the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions each Warrantholder consents by acceptance of this Warrant
Certificate or a beneficial interest therein and which Warrant Agreement is
hereby incorporated by reference in and made a part of this Warrant
Certificate. Without limiting the foregoing, all capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Warrant
Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's
Office. The Warrants constitute a separate series of Warrants under the Warrant
Agreement.

     The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Warrant Agreement, each Warrant
may be exercised during the dates of exercise set forth on the face hereof by
delivering or causing to be delivered this Warrant Certificate, the Exercise
Notice, duly completed and executed, and the Exercise Property for each such
Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of
New York, which is, on the date hereof (unless otherwise specified herein),
JPMorgan Chase Bank, Corporate Trust Securities Window, 4 New York Plaza,
Ground Floor, New York, New York 10004, Attention: Tender Department, or at
such other address as the Warrant Agent may specify from time to time.

     Each Warrant entitles the Warrantholder to receive, upon exercise, the
[Cash Settlement Value] [Put Price](1) per Warrant set forth on the face hereof.

     The Warrant Agreement and the terms of the Warrants are subject to
amendment as provided in the Warrant Agreement.

     This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.


---------
(1)   Only if the terms of the Warrants contemplate that the holder may deliver
      Warrant Property to exercise the Warrants.


                                     II-5
<PAGE>


                           [Designation of Warrants]

                                Exercise Notice

JPMorgan Chase Bank
Corporate Trust Securities Window
4 New York Plaza, Ground Floor
New York, New York 10004

Attention:  Tender Department

     The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's
name, representing a number of Warrants at least equal to the number of
Exercised Warrants[, and the Warrant Property with respect thereto].(1)

     The Registered Holder hereby directs the Warrant Agent (a) to deliver the
[Cash Settlement Value][Put Price](1) per Warrant as follows:




     and (b) if the number of Exercised Warrants is less than the number of
Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:


Dated:
      -------------------------------------  -----------------------------------
                                                     (Registered Holder)


                                             By:
                                                --------------------------------
                                                Authorized Signature
                                                Address:
                                                Telephone:


---------
(1)   Only if terms of the Warrants contemplate that the holder may deliver
      Warrant Property to exercise the Warrants.


<PAGE>


           [If Warrant is a Global Warrant, insert this Schedule A.]

                                                                     SCHEDULE A

                           [Designation of Warrants]


                                     GLOBAL
                                    WARRANT
                             SCHEDULE OF EXCHANGES

     The initial number of Warrants represented by this Global Warrant is
__________. In accordance with the Warrant Agreement and the Unit Agreement
dated as of [          ], 2003 among the Issuer, JPMorgan Chase Bank, as Unit
Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the
Indenture referred to therein and the Holders from time to time of the Units
described therein, the following (A) exchanges of [the number of Warrants
indicated below for a like number of Warrants to be represented by a Global
Warrant that has been separated from a Unit (a "Separated Warrant")](1) [the
number of Warrants that had been represented by a Global Warrant that is part
of a Unit (an "Attached Unit Warrant") for a like number of Warrants
represented by this Global Warrant](2) or (B) reductions as a result of the
exercise of the number of Warrants indicated below have been made:

<TABLE>
                                                   [Number of Attached     [Increased
                                                   Unit Warrants           Number                      Reduced          Notation
               [Number          [Reduced Number    Exchanged  for          Outstanding                 Number           Made by or
Date of        Exchanged for    Outstanding        Warrants represented    Following      Number of    Outstanding      on Behalf
Exchange or    Separated        Following Such     by this Separated       Such           Warrants     Following        of Warrant
Exercise       Warrants](1)     Exchange](1)       Warrant](2)             Exchange](2)   Exercised    Such Exercise    Agent
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
<S>            <C>              <C>                <C>                     <C>            <C>          <C>              <C>
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
-----------    -------------    ---------------    --------------------    -----------    ---------    -------------    -----------
</TABLE>


---------
(1)  Applies only if this Global Warrant is part of a Unit.

(2)  Applies only if this Global Warrant has been separated from a Unit.