FORM OF FIXED RATE SENIOR NOTE

REGISTERED                                                    REGISTERED
No. FXR-1                                                     U.S. $
                                                              CUSIP:

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.


<PAGE>


                                 MORGAN STANLEY
                    SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES F
                                  (Fixed Rate)

                          STOCK PARTICIPATION ACCRETING
               REDEMPTION QUARTERLY-PAY SECURITIES(SM) ("SPARQS")

                        % SPARQS(R) DUE NOVEMBER 1, 2006
                            MANDATORILY EXCHANGEABLE
                          FOR SHARES OF COMMON STOCK OF
                                    eBAY INC.
<TABLE>
<S>                           <C>                          <C>                          <C>
--------------------------------------------------------------------------------------------------------------------
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION DATE:     INTEREST RATE:        per    MATURITY DATE: See
                                 See "Morgan Stanley Call     annum (equivalent to $       "Maturity Date" below.
                                 Right" below.                per annum per SPARQS)
--------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL DATE:        INITIAL REDEMPTION           INTEREST PAYMENT DATE(S):    OPTIONAL REPAYMENT
                                 PERCENTAGE: See "Morgan      See "Interest Payment        DATE(S):  N/A
                                 Stanley Call Right" and      Dates" below.
                                 "Call Price" below.
--------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: U.S.      ANNUAL REDEMPTION            INTEREST PAYMENT PERIOD:     APPLICABILITY OF MODIFIED
   dollars                       PERCENTAGE REDUCTION: N/A    Quarterly                    PAYMENT UPON
                                                                                           ACCELERATION OR
                                                                                           REDEMPTION: See
                                                                                           "Alternate Exchange
                                                                                           Calculation in Case of
                                                                                           an Event of Default"
                                                                                           below.
--------------------------------------------------------------------------------------------------------------------
IF SPECIFIED CURRENCY OTHER   REDEMPTION NOTICE PERIOD:    APPLICABILITY OF ANNUAL      If yes, state Issue Price:
   THAN U.S. DOLLARS, OPTION     At least 10 days but no      INTEREST PAYMENTS: N/A       N/A
   TO ELECT PAYMENT IN U.S.      more than 30 days.  See
   DOLLARS: N/A                  "Morgan Stanley Call
                                 Right" and "Morgan
                                 Stanley Notice Date"
                                 below.
--------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE AGENT: N/A      TAX REDEMPTION AND PAYMENT   PRICE APPLICABLE UPON        ORIGINAL YIELD TO
                                 OF ADDITIONAL AMOUNTS:       OPTIONAL REPAYMENT: N/A      MATURITY: N/A
                                 N/A
--------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS: See below.  IF YES, STATE INITIAL
                                 OFFERING DATE: N/A
--------------------------------------------------------------------------------------------------------------------
</TABLE>


Issue Price..................   $          per each $          principal amount
                                of this SPARQS


                                       2


<PAGE>


Maturity Date................   November 1, 2006, subject to acceleration as
                                described below in "Price Event Acceleration"
                                and "Alternate Exchange Calculation in Case of
                                an Event of Default" and subject to extension if
                                the Final Call Notice Date is postponed in
                                accordance with the following paragraph.

                                If the Final Call Notice Date is postponed
                                because it is not a Trading Day or due to a
                                Market Disruption Event or otherwise and the
                                Issuer exercises the Morgan Stanley Call Right,
                                the Maturity Date shall be postponed so that the
                                Maturity Date will be the tenth calendar day
                                following the Final Call Notice Date. See "Final
                                Call Notice Date" below.

                                In the event that the Final Call Notice Date is
                                postponed because it is not a Trading Day or due
                                to a Market Disruption Event or otherwise, the
                                Issuer shall give notice of such postponement as
                                promptly as possible, and in no case later than
                                two Business Days following the scheduled Final
                                Call Notice Date, (i) to the holder of this
                                SPARQS by mailing notice of such postponement by
                                first class mail, postage prepaid, to the
                                holder's last address as it shall appear upon
                                the registry books, (ii) to the Trustee by
                                telephone or facsimile confirmed by mailing such
                                notice to the Trustee by first class mail,
                                postage prepaid, at its New York office and
                                (iii) to The Depository Trust Company (the
                                "Depositary") by telephone or facsimile
                                confirmed by mailing such notice to the
                                Depositary by first class mail, postage prepaid.
                                Any notice that is mailed in the manner herein
                                provided shall be conclusively presumed to have
                                been duly given, whether or not the holder of
                                this SPARQS receives the notice. Notice of the
                                date to which the Maturity Date has been
                                rescheduled as a result of postponement of the
                                Final Call Notice Date, if applicable, shall be
                                included in the Issuer's notice of exercise of
                                the Morgan Stanley Call Right.

Interest Payment Dates.......   February 1, 2006, May 1, 2006, August 1, 2006
                                and the Maturity Date.

                                If the scheduled Maturity Date is postponed due
                                to a Market Disruption Event or otherwise, the
                                Issuer shall

                                       3


<PAGE>


                                pay interest on the Maturity Date as postponed
                                rather than on November 1, 2006, but no interest
                                will accrue on this SPARQS or on such payment
                                during the period from or after the scheduled
                                Maturity Date.

Record Date..................   Notwithstanding the definition of "Record Date"
                                on page 24 hereof, the Record Date for each
                                Interest Payment Date, including the Interest
                                Payment Date scheduled to occur on the Maturity
                                Date, shall be the date 5 calendar days prior to
                                such scheduled Interest Payment Date, whether or
                                not that date is a Business Day; provided,
                                however, that in the event that the Issuer
                                exercises the Morgan Stanley Call Right, no
                                Interest Payment Date shall occur after the
                                Morgan Stanley Notice Date, except for any
                                Interest Payment Date for which the Morgan
                                Stanley Notice Date falls on or after the
                                "ex-interest" date for the related interest
                                payment, in which case the related interest
                                payment shall be made on such Interest Payment
                                Date; and provided, further, that accrued but
                                unpaid interest payable on the Call Date, if
                                any, shall be payable to the person to whom the
                                Call Price is payable. The "ex-interest" date
                                for any interest payment is the date on which
                                purchase transactions in the SPARQS no longer
                                carry the right to receive such interest
                                payment.

                                In the event that the Issuer exercises the
                                Morgan Stanley Call Right and the Morgan Stanley
                                Notice Date falls before the "ex-interest" date
                                for an interest payment, so that as a result a
                                scheduled Interest Payment Date will not occur,
                                the Issuer shall cause the Calculation Agent to
                                give notice to the Trustee and to the
                                Depositary, in each case in the manner and at
                                the time described in the second and third
                                paragraphs under "Morgan Stanley Call Right"
                                below, that no Interest Payment Date will occur
                                after such Morgan Stanley Notice Date.

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

Morgan Stanley Call Right....   On any scheduled Trading Day on or after May 1,
                                2006 or on the Maturity Date (including the
                                Maturity Date as it may be extended and
                                regardless of whether the Maturity Date is a
                                Trading Day), the Issuer may

                                       4


<PAGE>


                                call the SPARQS, in whole but not in part, for
                                mandatory exchange for the Call Price paid in
                                cash (together with accrued but unpaid interest)
                                on the Call Date.

                                On the Morgan Stanley Notice Date, the Issuer
                                shall give notice of the Issuer's exercise of
                                the Morgan Stanley Call Right (i) to the holder
                                of this SPARQS by mailing notice of such
                                exercise, specifying the Call Date on which the
                                Issuer shall effect such exchange, by first
                                class mail, postage prepaid, to the holder's
                                last address as it shall appear upon the
                                registry books, (ii) to the Trustee by telephone
                                or facsimile confirmed by mailing such notice to
                                the Trustee by first class mail, postage
                                prepaid, at its New York office and (iii) to the
                                Depositary in accordance with the applicable
                                procedures set forth in the Blanket Letter of
                                Representations prepared by the Issuer. Any
                                notice which is mailed in the manner herein
                                provided shall be conclusively presumed to have
                                been duly given, whether or not the holder of
                                this SPARQS receives the notice. Failure to give
                                notice by mail or any defect in the notice to
                                the holder of any SPARQS shall not affect the
                                validity of the proceedings for the exercise of
                                the Morgan Stanley Call Right with respect to
                                any other SPARQS.

                                The notice of the Issuer's exercise of the
                                Morgan Stanley Call Right shall specify (i) the
                                Call Date, (ii) the Call Price payable per
                                SPARQS, (iii) the amount of accrued but unpaid
                                interest payable per SPARQS on the Call Date,
                                (iv) whether any subsequently scheduled Interest
                                Payment Date shall no longer be an Interest
                                Payment Date as a result of the exercise of the
                                Morgan Stanley Call Right, (v) the place or
                                places of payment of such Call Price, (vi) that
                                such delivery will be made upon presentation and
                                surrender of this SPARQS, (vii) that such
                                exchange is pursuant to the Morgan Stanley Call
                                Right and (viii) if applicable, the date to
                                which the Maturity Date has been extended due to
                                a Market Disruption Event as described under
                                "Maturity Date" above.

                                       5


<PAGE>


                                The notice of the Issuer's exercise of the
                                Morgan Stanley Call Right shall be given by the
                                Issuer or, at the Issuer's request, by the
                                Trustee in the name and at the expense of the
                                Issuer.

                                If this SPARQS is so called for mandatory
                                exchange by the Issuer, then the cash Call Price
                                and any accrued but unpaid interest on this
                                SPARQS to be delivered to the holder of this
                                SPARQS shall be delivered on the Call Date fixed
                                by the Issuer and set forth in its notice of its
                                exercise of the Morgan Stanley Call Right, upon
                                delivery of this SPARQS to the Trustee. The
                                Issuer shall, or shall cause the Calculation
                                Agent to, deliver such cash to the Trustee for
                                delivery to the holder of this SPARQS.

                                If this SPARQS is not surrendered for exchange
                                on the Call Date, it shall be deemed to be no
                                longer Outstanding under, and as defined in, the
                                Senior Indenture after the Call Date, except
                                with respect to the holder's right to receive
                                cash due in connection with the Morgan Stanley
                                Call Right.

Morgan Stanley Notice Date...   The scheduled Trading Day on which the Issuer
                                issues its notice of mandatory exchange, which
                                must be at least 10 but not more than 30 days
                                prior to the Call Date.

Final Call Notice Date.......   October 20, 2006; provided that if October 20,
                                2006 is not a Trading Day or if a Market
                                Disruption Event occurs on such day, the Final
                                Call Notice Date will be the immediately
                                succeeding Trading Day on which no Market
                                Disruption Event occurs.

Call Date....................   The day specified in the Issuer's notice of
                                mandatory exchange, on which the Issuer shall
                                deliver cash to the holder of this SPARQS, for
                                mandatory exchange, which day may be any
                                scheduled Trading Day on or after May 1, 2006 or
                                the Maturity Date (including the Maturity Date
                                as it may be extended and regardless of whether
                                the Maturity Date is a scheduled Trading Day).
                                See "Maturity Date" above.

                                       6


<PAGE>


Call Price...................   The Call Price with respect to any Call Date is
                                an amount of cash per each $        principal
                                amount of this SPARQS, as calculated by the
                                Calculation Agent, such that the sum of the
                                present values of all cash flows on each
                                $       principal amount of this SPARQS to and
                                including the Call Date (i.e., the Call Price
                                and all of the interest payments, including
                                accrued and unpaid interest payable on the Call
                                Date), discounted to the Original Issue Date
                                from the applicable payment date at the Yield
                                to Call rate of    % per annum computed on the
                                basis of a 360-day year of twelve 30-day
                                months, equals the Issue Price, as determined
                                by the Calculation Agent.

Exchange at Maturity.........   At maturity, subject to a prior call of this
                                SPARQS for cash in an amount equal to the Call
                                Price by the Issuer as described under "Morgan
                                Stanley Call Right" above or any acceleration of
                                the SPARQS, upon delivery of this SPARQS to the
                                Trustee, each $      principal amount of this
                                SPARQS shall be applied by the Issuer as
                                payment for a number of shares of common stock
                                of eBay Inc. ("eBay Stock") at the Exchange
                                Ratio, and the Issuer shall deliver with
                                respect to each $ principal amount of this
                                SPARQS an amount of eBay Stock equal to the
                                Exchange Ratio.

                                The amount of eBay Stock to be delivered at
                                maturity shall be subject to any applicable
                                adjustments (i) to the Exchange Ratio
                                (including, as applicable, any New Stock
                                Exchange Ratio or any Basket Stock Exchange
                                Ratio, each as defined in paragraph 5 under
                                "Antidilution Adjustments" below) and (ii) in
                                the Exchange Property, as defined in paragraph 5
                                under "Antidilution Adjustments" below, to be
                                delivered instead of, or in addition to, such
                                eBay Stock as a result of any corporate event
                                described under "Antidilution Adjustments"
                                below, in each case, required to be made through
                                the close of business on the third Trading Day
                                prior to the scheduled Maturity Date.

                                The Issuer shall, or shall cause the Calculation
                                Agent to, provide written notice to the Trustee
                                at its New York Office and to the Depositary, on
                                which notice the

                                       7


<PAGE>


                                Trustee and Depositary may conclusively rely, on
                                or prior to 10:30 a.m. on the Trading Day
                                immediately prior to maturity of this SPARQS
                                (but if such Trading Day is not a Business Day,
                                prior to the close of business on the Business
                                Day preceding the maturity of this SPARQS), of
                                the amount of eBay Stock (or the amount of
                                Exchange Property) or cash to be delivered with
                                respect to each $       principal amount of this
                                SPARQS and of the amount of any cash to be paid
                                in lieu of any fractional share of eBay Stock
                                (or of any other securities included in Exchange
                                Property, if applicable); provided that if the
                                maturity date of this SPARQS is accelerated (x)
                                because of a Price Event Acceleration (as
                                described under "Price Event Acceleration"
                                below) or (y) because of an Event of Default
                                Acceleration (as defined under "Alternate
                                Exchange Calculation in Case of an Event of
                                Default" below), the Issuer shall give notice of
                                such acceleration as promptly as possible, and
                                in no case later than (A) in the case of an
                                Event of Default Acceleration, two Trading Days
                                following such deemed maturity date or (B) in
                                the case of a Price Event Acceleration, 10:30
                                a.m. on the Trading Day immediately prior to the
                                date of acceleration (as defined under "Price
                                Event Acceleration" below), (i) to the holder of
                                this SPARQS by mailing notice of such
                                acceleration by first class mail, postage
                                prepaid, to the holder's last address as it
                                shall appear upon the registry books, (ii) to
                                the Trustee by telephone or facsimile confirmed
                                by mailing such notice to the Trustee by first
                                class mail, postage prepaid, at its New York
                                office and (iii) to the Depositary by telephone
                                or facsimile confirmed by mailing such notice to
                                the Depositary by first class mail, postage
                                prepaid. Any notice that is mailed in the manner
                                herein provided shall be conclusively presumed
                                to have been duly given, whether or not the
                                holder of this SPARQS receives the notice. If
                                the maturity of this SPARQS is accelerated, no
                                interest on the amounts payable with respect to
                                this SPARQS shall accrue for the period from and
                                after such accelerated maturity date; provided
                                that the Issuer has deposited with the Trustee
                                eBay Stock, the Exchange Property or any cash
                                due with respect to such acceleration by such
                                accelerated maturity date.

                                       8


<PAGE>


                                The Issuer shall, or shall cause the Calculation
                                Agent to, deliver any such shares of eBay Stock
                                (or any Exchange Property) and cash in respect
                                of interest and any fractional share of eBay
                                Stock (or any Exchange Property) and cash
                                otherwise due upon any acceleration described
                                above to the Trustee for delivery to the holder
                                of this Note. References to payment "per SPARQS"
                                refer to each $       principal amount of this
                                SPARQS.

                                If this SPARQS is not surrendered for exchange
                                at maturity, it shall be deemed to be no longer
                                Outstanding under, and as defined in, the Senior
                                Indenture, except with respect to the holder's
                                right to receive eBay Stock (and, if applicable,
                                any Exchange Property) and any cash in respect
                                of interest and any fractional share of eBay
                                Stock (or any Exchange Property) and any other
                                cash due at maturity as described in the
                                preceding paragraph under this heading.

Price Event Acceleration.....   If on any two consecutive Trading Days during
                                the period prior to and ending on the third
                                Business Day immediately preceding the Maturity
                                Date, the product of the Closing Price of eBay
                                Stock and the Exchange Ratio is less than $2.00,
                                the Maturity Date of this SPARQS shall be deemed
                                to be accelerated to the third Business Day
                                immediately following such second Trading Day
                                (the "date of acceleration"). Upon such
                                acceleration, the holder of each $     principal
                                amount of this SPARQS shall receive per SPARQS
                                on the date of acceleration:

                                    (i) a number of shares of eBay Stock at the
                                    then current Exchange Ratio;

                                    (ii)accrued but unpaid interest on each $
                                    principal amount of this SPARQS to but
                                    excluding the date of acceleration; and

                                    (iii) an amount of cash as determined by the
                                    Calculation Agent equal to the sum of the
                                    present values of the remaining scheduled
                                    payments of interest on each $
                                    principal amount of this

                                       9


<PAGE>


                                    SPARQS (excluding the amounts included in
                                    clause (ii) above) discounted to the date of
                                    acceleration. The present value of each
                                    remaining scheduled payment will be based on
                                    the comparable yield that the Issuer would
                                    pay on a non-interest bearing, senior
                                    unsecured debt obligation of the Issuer
                                    having a maturity equal to the term of each
                                    such remaining scheduled payment, as
                                    determined by the Calculation Agent.

No Fractional Shares.........   Upon delivery of this SPARQS to the Trustee at
                                maturity, the Issuer shall deliver the aggregate
                                number of shares of eBay Stock due with respect
                                to this SPARQS, as described above, but the
                                Issuer shall pay cash in lieu of delivering any
                                fractional share of eBay Stock in an amount
                                equal to the corresponding fractional Closing
                                Price of such fraction of a share of eBay Stock
                                as determined by the Calculation Agent as of the
                                second scheduled Trading Day prior to maturity
                                of this SPARQS.

Exchange Ratio...............   1.0, subject to adjustment for corporate events
                                relating to eBay Stock described under
                                "Antidilution Adjustments" below.

Closing Price................   The Closing Price for one share of eBay Stock
                                (or one unit of any other security for which a
                                Closing Price must be determined) on any Trading
                                Day (as defined below) means:

                                o   If eBay Stock (or any such other security)
                                    is listed or admitted to trading on a
                                    national securities exchange, the last
                                    reported sale price, regular way, of the
                                    principal trading session on such day on the
                                    principal United States securities exchange
                                    registered under the Securities Exchange Act
                                    of 1934, as amended (the "Exchange Act"), on
                                    which eBay Stock (or any such other
                                    security) is listed or admitted to trading,

                                o   If eBay Stock (or any such other security)
                                    is a security of the Nasdaq National Market
                                    (and provided that the Nasdaq National
                                    Market is not then a national securities
                                    exchange), the Nasdaq

                                       10


<PAGE>


                                    official closing price published by The
                                    Nasdaq Stock Market, Inc. on such day, or

                                o   If eBay Stock (or any such other security)
                                    is neither listed or admitted to trading on
                                    any national securities exchange nor a
                                    security of the Nasdaq National Market but
                                    is included in the OTC Bulletin Board
                                    Service (the "OTC Bulletin Board") operated
                                    by the National Association of Securities
                                    Dealers, Inc. (the "NASD"), the last
                                    reported sale price of the principal trading
                                    session on the OTC Bulletin Board on such
                                    day.

                                If eBay Stock (or any such other security) is
                                listed or admitted to trading on any national
                                securities exchange or is a security of the
                                Nasdaq National Market but the last reported
                                sale price or Nasdaq official closing price, as
                                applicable, is not available pursuant to the
                                preceding sentence, then the Closing Price for
                                one share of eBay Stock (or one unit of any such
                                other security) on any Trading Day will mean the
                                last reported sale price of the principal
                                trading session on the over-the-counter market
                                as reported on the Nasdaq National Market or the
                                OTC Bulletin Board on such day. If, because of a
                                Market Disruption Event (as defined below) or
                                otherwise, the last reported sale price or
                                Nasdaq official closing price, as applicable,
                                for eBay Stock (or any such other security) is
                                not available pursuant to either of the two
                                preceding sentences, then the Closing Price for
                                any Trading Day will be the mean, as determined
                                by the Calculation Agent, of the bid prices for
                                eBay Stock (or any such other security) obtained
                                from as many recognized dealers in such
                                security, but not exceeding three, as will make
                                such bid prices available to the Calculation
                                Agent. Bids of MS & Co. or any of its affiliates
                                may be included in the calculation of such mean,
                                but only to the extent that any such bid is the
                                highest of the bids obtained. The term "security
                                of the Nasdaq National Market" will include a
                                security included in any successor to such
                                system, and the term OTC Bulletin Board Service
                                will include any successor service thereto.

                                       11
<PAGE>


Trading Day..................   A day, as determined by the Calculation Agent,
                                on which trading is generally conducted on the
                                New York Stock Exchange, Inc. ("NYSE"), the
                                American Stock Exchange LLC, the Nasdaq National
                                Market, the Chicago Mercantile Exchange and the
                                Chicago Board of Options Exchange and in the
                                over-the-counter market for equity securities in
                                the United States.

Calculation Agent............   MS & Co. and its successors.

                                All calculations with respect to the Exchange
                                Ratio and Call Price for the SPARQS shall be
                                made by the Calculation Agent and shall be
                                rounded to the nearest one hundred-thousandth,
                                with five one-millionths rounded upward (e.g.,
                                .876545 would be rounded to .87655); all dollar
                                amounts related to the Call Price resulting from
                                such calculations shall be rounded to the
                                nearest ten-thousandth, with five one
                                hundred-thousandths rounded upward (e.g., .76545
                                would be rounded to .7655); and all dollar
                                amounts paid with respect to the Call Price on
                                the aggregate number of SPARQS shall be rounded
                                to the nearest cent, with one-half cent rounded
                                upward.

                                All determinations made by the Calculation Agent
                                shall be at the sole discretion of the
                                Calculation Agent and shall, in the absence of
                                manifest error, be conclusive for all purposes
                                and binding on the holder of this SPARQS, the
                                Trustee and the Issuer.

Antidilution Adjustments.....   The Exchange Ratio shall be adjusted as follows:

                                1. If eBay Stock is subject to a stock split or
                                reverse stock split, then once such split has
                                become effective, the Exchange Ratio shall be
                                adjusted to equal the product of the prior
                                Exchange Ratio and the number of shares issued
                                in such stock split or reverse stock split with
                                respect to one share of eBay Stock.

                                2. If eBay Stock is subject (i) to a stock
                                dividend (issuance of additional shares of eBay
                                Stock) that is given ratably to all holders of
                                shares of eBay Stock or (ii) to a distribution
                                of eBay Stock as a result of the triggering of
                                any provision of the corporate charter of

                                       12


<PAGE>


                                eBay Inc. ("eBay"), then once the dividend has
                                become effective and eBay Stock is trading
                                ex-dividend, the Exchange Ratio shall be
                                adjusted so that the new Exchange Ratio shall
                                equal the prior Exchange Ratio plus the product
                                of (i) the number of shares issued with respect
                                to one share of eBay Stock and (ii) the prior
                                Exchange Ratio.

                                3. If eBay issues rights or warrants to all
                                holders of eBay Stock to subscribe for or
                                purchase eBay Stock at an exercise price per
                                share less than the Closing Price of eBay Stock
                                on both (i) the date the exercise price of such
                                rights or warrants is determined and (ii) the
                                expiration date of such rights or warrants, and
                                if the expiration date of such rights or
                                warrants precedes the maturity of this SPARQS,
                                then the Exchange Ratio shall be adjusted to
                                equal the product of the prior Exchange Ratio
                                and a fraction, the numerator of which shall be
                                the number of shares of eBay Stock outstanding
                                immediately prior to the issuance of such rights
                                or warrants plus the number of additional shares
                                of eBay Stock offered for subscription or
                                purchase pursuant to such rights or warrants and
                                the denominator of which shall be the number of
                                shares of eBay Stock outstanding immediately
                                prior to the issuance of such rights or warrants
                                plus the number of additional shares of eBay
                                Stock which the aggregate offering price of the
                                total number of shares of eBay Stock so offered
                                for subscription or purchase pursuant to such
                                rights or warrants would purchase at the Closing
                                Price on the expiration date of such rights or
                                warrants, which shall be determined by
                                multiplying such total number of shares offered
                                by the exercise price of such rights or warrants
                                and dividing the product so obtained by such
                                Closing Price.

                                4. There shall be no adjustments to the Exchange
                                Ratio to reflect cash dividends or other
                                distributions paid with respect to eBay Stock
                                other than distributions described in paragraph
                                2, paragraph 3 and clauses (i), (iv) and (v) of
                                the first sentence of paragraph 5 and
                                Extraordinary Dividends. "Extraordinary
                                Dividend" means each of (a) the full amount per
                                share of eBay Stock of any cash dividend

                                       13


<PAGE>


                                or special dividend or distribution that is
                                identified by eBay as an extraordinary or
                                special dividend or distribution, (b) the excess
                                of any cash dividend or other cash distribution
                                (that is not otherwise identified by eBay as an
                                extraordinary or special dividend or
                                distribution) distributed per share of eBay
                                Stock over the immediately preceding cash
                                dividend or other cash distribution, if any, per
                                share of eBay Stock that did not include an
                                Extraordinary Dividend (as adjusted for any
                                subsequent corporate event requiring an
                                adjustment hereunder, such as a stock split or
                                reverse stock split) if such excess portion of
                                the dividend or distribution is more than 5% of
                                the Closing Price of eBay Stock on the Trading
                                Day preceding the "ex-dividend date" (that is,
                                the day on and after which transactions in eBay
                                Stock on an organized securities exchange or
                                trading system no longer carry the right to
                                receive that cash dividend or other cash
                                distribution) for the payment of such cash
                                dividend or other cash distribution (such
                                Closing Price, the "Base Closing Price") and (c)
                                the full cash value of any non-cash dividend or
                                distribution per share of eBay Stock (excluding
                                Marketable Securities, as defined in paragraph 5
                                below). Subject to the following sentence, if
                                any cash dividend or distribution of such other
                                property with respect to eBay Stock includes an
                                Extraordinary Dividend, the Exchange Ratio with
                                respect to eBay Stock shall be adjusted on the
                                ex-dividend date so that the new Exchange Ratio
                                shall equal the product of (i) the prior
                                Exchange Ratio and (ii) a fraction, the
                                numerator of which is the Base Closing Price,
                                and the denominator of which is the amount by
                                which the Base Closing Price exceeds the
                                Extraordinary Dividend. If any Extraordinary
                                Dividend is at least 35% of the Base Closing
                                Price, then, instead of adjusting the Exchange
                                Ratio, the amount payable upon exchange at
                                maturity shall be determined as described in
                                paragraph 5 below, and the Extraordinary
                                Dividend shall be allocated to Reference Basket
                                Stocks in accordance with the procedures for a
                                Reference Basket Event as described in clause
                                (c)(ii) of paragraph 5 below. The value of the
                                non-cash component of an Extraordinary Dividend
                                shall be determined on the ex-dividend date for
                                such

                                       14


<PAGE>


                                distribution by the Calculation Agent, whose
                                determination shall be conclusive in the absence
                                of manifest error. A distribution on eBay Stock
                                described in clause (i), (iv) or (v) of the
                                first sentence of paragraph 5 below shall cause
                                an adjustment to the Exchange Ratio pursuant
                                only to clause (i), (iv) or (v) of the first
                                sentence of paragraph 5, as applicable.

                                5. Any of the following shall constitute a
                                Reorganization Event: (i) eBay Stock is
                                reclassified or changed, including, without
                                limitation, as a result of the issuance of any
                                tracking stock by eBay, (ii) eBay has been
                                subject to any merger, combination or
                                consolidation and is not the surviving entity,
                                (iii) eBay completes a statutory exchange of
                                securities with another corporation (other than
                                pursuant to clause (ii) above), (iv) eBay is
                                liquidated, (v) eBay issues to all of its
                                shareholders equity securities of an issuer
                                other than eBay (other than in a transaction
                                described in clause (ii), (iii) or (iv) above)
                                (a "spinoff stock") or (vi) eBay Stock is the
                                subject of a tender or exchange offer or going
                                private transaction on all of the outstanding
                                shares. If any Reorganization Event occurs, in
                                each case as a result of which the holders of
                                eBay Stock receive any equity security listed on
                                a national securities exchange or traded on The
                                Nasdaq National Market (a "Marketable
                                Security"), other securities or other property,
                                assets or cash (collectively "Exchange
                                Property"), the amount payable upon exchange at
                                maturity with respect to each $ principal amount
                                of this SPARQS following the effective date for
                                such Reorganization Event (or, if applicable, in
                                the case of spinoff stock, the ex-dividend date
                                for the distribution of such spinoff stock) and
                                any required adjustment to the Exchange Ratio
                                shall be determined in accordance with the
                                following:

                                    (a) if eBay Stock continues to be
                                    outstanding, eBay Stock (if applicable, as
                                    reclassified upon the issuance of any
                                    tracking stock) at the Exchange Ratio in
                                    effect on the third Trading Day prior to the
                                    scheduled Maturity Date (taking into account
                                    any adjustments for any distributions
                                    described under clause (c)(i) below); and

                                       15


<PAGE>


                                    (b) for each Marketable Security received in
                                    such Reorganization Event (each a "New
                                    Stock"), including the issuance of any
                                    tracking stock or spinoff stock or the
                                    receipt of any stock received in exchange
                                    for eBay Stock, the number of shares of the
                                    New Stock received with respect to one share
                                    of eBay Stock multiplied by the Exchange
                                    Ratio for eBay Stock on the Trading Day
                                    immediately prior to the effective date of
                                    the Reorganization Event (the "New Stock
                                    Exchange Ratio"), as adjusted to the third
                                    Trading Day prior to the scheduled Maturity
                                    Date (taking into account any adjustments
                                    for distributions described under clause
                                    (c)(i) below); and

                                    (c) for any cash and any other property or
                                    securities other than Marketable Securities
                                    received in such Reorganization Event (the
                                    "Non-Stock Exchange Property"),

                                        (i) if the combined value of the amount
                                        of Non-Stock Exchange Property received
                                        per share of eBay Stock, as determined
                                        by the Calculation Agent in its sole
                                        discretion on the effective date of such
                                        Reorganization Event (the "Non-Stock
                                        Exchange Property Value"), by holders of
                                        eBay Stock is less than 25% of the
                                        Closing Price of eBay Stock on the
                                        Trading Day immediately prior to the
                                        effective date of such Reorganization
                                        Event, a number of shares of eBay Stock,
                                        if applicable, and of any New Stock
                                        received in connection with such
                                        Reorganization Event, if applicable, in
                                        proportion to the relative Closing
                                        Prices of eBay Stock and any such New
                                        Stock, and with an aggregate value equal
                                        to the Non-Stock Exchange Property Value
                                        multiplied by the Exchange Ratio in
                                        effect for eBay Stock on the Trading Day
                                        immediately prior to the effective date
                                        of such Reorganization Event, based on
                                        such Closing Prices, in each case as
                                        determined by the Calculation Agent in
                                        its sole discretion on the effective
                                        date of such Reorganization Event; and
                                        the number of such shares of eBay

                                       16


<PAGE>


                                        Stock or any New Stock determined in
                                        accordance with this clause (c)(i) shall
                                        be added at the time of such adjustment
                                        to the Exchange Ratio in subparagraph
                                        (a) above and/or the New Stock Exchange
                                        Ratio in subparagraph (b) above, as
                                        applicable, or

                                        (ii) if the Non-Stock Exchange Property
                                        Value is equal to or exceeds 25% of the
                                        Closing Price of eBay Stock on the
                                        Trading Day immediately prior to the
                                        effective date relating to such
                                        Reorganization Event or, if eBay Stock
                                        is surrendered exclusively for Non-Stock
                                        Exchange Property (in each case, a
                                        "Reference Basket Event"), an initially
                                        equal-dollar weighted basket of three
                                        Reference Basket Stocks (as defined
                                        below) with an aggregate value on the
                                        effective date of such Reorganization
                                        Event equal to the Non-Stock Exchange
                                        Property Value multiplied by the
                                        Exchange Ratio in effect for eBay Stock
                                        on the Trading Day immediately prior to
                                        the effective date of such
                                        Reorganization Event. The "Reference
                                        Basket Stocks" shall be the three stocks
                                        with the largest market capitalization
                                        among the stocks that then comprise the
                                        S&P 500 Index (or, if publication of
                                        such index is discontinued, any
                                        successor or substitute index selected
                                        by the Calculation Agent in its sole
                                        discretion) with the same primary
                                        Standard Industrial Classification Code
                                        ("SIC Code") as eBay; provided, however,
                                        that a Reference Basket Stock shall not
                                        include any stock that is subject to a
                                        trading restriction under the trading
                                        restriction policies of Morgan Stanley
                                        or any of its affiliates that would
                                        materially limit the ability of Morgan
                                        Stanley or any of its affiliates to
                                        hedge the SPARQS with respect to such
                                        stock (a "Hedging Restriction");
                                        provided further that if three Reference
                                        Basket Stocks cannot be identified from
                                        the S&P 500 Index by primary SIC Code
                                        for which a Hedging Restriction does not
                                        exist, the remaining Reference Basket
                                        Stock(s) shall be selected by

                                       17


<PAGE>


                                        the Calculation Agent from the largest
                                        market capitalization stock(s) within
                                        the same Division and Major Group
                                        classification (as defined by the Office
                                        of Management and Budget) as the primary
                                        SIC Code for eBay. Each Reference Basket
                                        Stock shall be assigned a Basket Stock
                                        Exchange Ratio equal to the number of
                                        shares of such Reference Basket Stock
                                        with a Closing Price on the effective
                                        date of such Reorganization Event equal
                                        to the product of (a) the Non-Stock
                                        Exchange Property Value, (b) the
                                        Exchange Ratio in effect for eBay Stock
                                        on the Trading Day immediately prior to
                                        the effective date of such
                                        Reorganization Event and (c) 0.3333333.

                                Following the allocation of any Extraordinary
                                Dividend to Reference Basket Stocks pursuant to
                                paragraph 4 above or any Reorganization Event
                                described in this paragraph 5, the amount
                                payable upon exchange at maturity with respect
                                to each $ principal amount of this SPARQS shall
                                be the sum of:

                                    (x) if applicable, eBay Stock at the
                                    Exchange Ratio then in effect; and

                                    (y) if applicable, for each New Stock, such
                                    New Stock at the New Stock Exchange Ratio
                                    then in effect for such New Stock; and

                                    (z) if applicable, for each Reference Basket
                                    Stock, such Reference Basket Stock at the
                                    Basket Stock Exchange Ratio then in effect
                                    for such Reference Basket Stock.

                                In each case, the applicable Exchange Ratio
                                (including for this purpose, any New Stock
                                Exchange Ratio or Basket Stock Exchange Ratio)
                                shall be determined by the Calculation Agent on
                                the third Trading Day prior to the scheduled
                                Maturity Date.

                                For purposes of paragraph 5 above, in the case
                                of a consummated tender or exchange offer or
                                going-private transaction involving
                                consideration of

                                       18


<PAGE>


                                particular types, Exchange Property shall be
                                deemed to include the amount of cash or other
                                property delivered by the offeror in the tender
                                or exchange offer (in an amount determined on
                                the basis of the rate of exchange in such tender
                                or exchange offer or going-private transaction).
                                In the event of a tender or exchange offer or a
                                going-private transaction with respect to
                                Exchange Property in which an offeree may elect
                                to receive cash or other property, Exchange
                                Property shall be deemed to include the kind and
                                amount of cash and other property received by
                                offerees who elect to receive cash.

                                Following the occurrence of any Reorganization
                                Event referred to in paragraphs 4 or 5 above,
                                (i) references to "eBay Stock" under "No
                                Fractional Shares," "Closing Price" and "Market
                                Disruption Event" shall be deemed to also refer
                                to any New Stock or Reference Basket Stock, and
                                (ii) all other references in this SPARQS to
                                "eBay Stock" shall be deemed to refer to the
                                Exchange Property into which this SPARQS is
                                thereafter exchangeable and references to a
                                "share" or "shares" of eBay Stock shall be
                                deemed to refer to the applicable unit or units
                                of such Exchange Property, including any New
                                Stock or Reference Basket Stock, unless the
                                context otherwise requires. The New Stock
                                Exchange Ratio(s) or Basket Stock Exchange
                                Ratios resulting from any Reorganization Event
                                described in paragraph 5 above or similar
                                adjustment under paragraph 4 above shall be
                                subject to the adjustments set forth in
                                paragraphs 1 through 5 hereof.

                                If a Reference Basket Event occurs, the Issuer
                                shall, or shall cause the Calculation Agent to,
                                provide written notice to the Trustee at its New
                                York office, on which notice the Trustee may
                                conclusively rely, and to DTC of the occurrence
                                of such Reference Basket Event and of the three
                                Reference Basket Stocks selected as promptly as
                                possible and in no event later than five
                                Business Days after the date of the Reference
                                Basket Event.

                                No adjustment to any Exchange Ratio (including
                                for this purpose, any New Stock Exchange Ratio
                                or Basket

                                       19


<PAGE>


                                Stock Exchange Ratio) shall be required unless
                                such adjustment would require a change of at
                                least 0.1% in the Exchange Ratio then in effect.
                                The Exchange Ratio resulting from any of the
                                adjustments specified above will be rounded to
                                the nearest one hundred-thousandth, with five
                                one-millionths rounded upward. Adjustments to
                                the Exchange Ratios will be made up to the close
                                of business on the third Trading Day prior to
                                the scheduled Maturity Date.

                                No adjustments to the Exchange Ratio or method
                                of calculating the Exchange Ratio shall be made
                                other than those specified above.

                                The Calculation Agent shall be solely
                                responsible for the determination and
                                calculation of any adjustments to the Exchange
                                Ratio, any New Stock Exchange Ratio or Basket
                                Stock Exchange Ratio or method of calculating
                                the Exchange Property Value and of any related
                                determinations and calculations with respect to
                                any distributions of stock, other securities or
                                other property or assets (including cash) in
                                connection with any corporate event described in
                                paragraphs 1 through 5 above, and its
                                determinations and calculations with respect
                                thereto shall be conclusive in the absence of
                                manifest error.

                                The Calculation Agent shall provide information
                                as to any adjustments to the Exchange Ratio, or
                                to the method of calculating the amount payable
                                upon exchange at maturity of the SPARQS made
                                pursuant to paragraph 5 above, upon written
                                request by the holder of this SPARQS.

Market Disruption Event......   Market Disruption Event means, with respect to
                                eBay Stock:

                                    (i) a suspension, absence or material
                                    limitation of trading of eBay Stock on the
                                    primary market for eBay Stock for more than
                                    two hours of trading or during the one-half
                                    hour period preceding the close of the
                                    principal trading session in such market; or
                                    a breakdown or failure in the price and
                                    trade reporting systems of the primary
                                    market for eBay

                                       20


<PAGE>


                                    Stock as a result of which the reported
                                    trading prices for eBay Stock during the
                                    last one-half hour preceding the close of
                                    the principal trading session in such market
                                    are materially inaccurate; or the
                                    suspension, absence or material limitation
                                    of trading on the primary market for trading
                                    in options contracts related to eBay Stock,
                                    if available, during the one-half hour
                                    period preceding the close of the principal
                                    trading session in the applicable market, in
                                    each case as determined by the Calculation
                                    Agent in its sole discretion; and

                                    (ii)a determination by the Calculation Agent
                                    in its sole discretion that any event
                                    described in clause (i) above materially
                                    interfered with the ability of the Issuer or
                                    any of its affiliates to unwind or adjust
                                    all or a material portion of the hedge with
                                    respect to the SPARQS due November 1, 2006,
                                    Mandatorily Exchangeable for Shares of
                                    Common Stock of eBay Inc.

                                For purposes of determining whether a Market
                                Disruption Event has occurred: (1) a limitation
                                on the hours or number of days of trading shall
                                not constitute a Market Disruption Event if it
                                results from an announced change in the regular
                                business hours of the relevant exchange, (2) a
                                decision to permanently discontinue trading in
                                the relevant options contract shall not
                                constitute a Market Disruption Event, (3)
                                limitations pursuant to NYSE Rule 80A (or any
                                applicable rule or regulation enacted or
                                promulgated by the NYSE, any other
                                self-regulatory organization or the Securities
                                and Exchange Commission of scope similar to NYSE
                                Rule 80A as determined by the Calculation Agent)
                                on trading during significant market
                                fluctuations shall constitute a suspension,
                                absence or material limitation of trading, (4) a
                                suspension of trading in options contracts on
                                eBay Stock by the primary securities market
                                trading in such options, if available, by reason
                                of (x) a price change exceeding limits set by
                                such securities exchange or market, (y) an
                                imbalance of orders relating to such contracts
                                or (z) a disparity in bid and ask quotes

                                       21


<PAGE>


                                relating to such contracts shall constitute a
                                suspension, absence or material limitation of
                                trading in options contracts related to eBay
                                Stock and (5) a suspension, absence or material
                                limitation of trading on the primary securities
                                market on which options contracts related to
                                eBay Stock are traded shall not include any time
                                when such securities market is itself closed for
                                trading under ordinary circumstances.

Alternate Exchange
 Calculation in Case of
an Event of Default..........   In case an event of default with respect to the
                                SPARQS shall have occurred and be continuing,
                                the amount declared due and payable per each
                                $       principal amount of this SPARQS upon any
                                acceleration of this SPARQS (an "Event of
                                Default Acceleration") shall be determined by
                                the Calculation Agent and shall be an amount in
                                cash equal to the lesser of (i) the product of
                                (x) the Closing Price of eBay Stock (and/or the
                                value of any Exchange Property) as of the date
                                of such acceleration and (y) the then current
                                Exchange Ratio and (ii) the Call Price
                                calculated as though the date of acceleration
                                were the Call Date (but in no event less than
                                the Call Price for the first Call Date), in
                                each case plus accrued but unpaid interest to
                                but excluding the date of acceleration;
                                provided that if the Issuer has called the
                                SPARQS in accordance with the Morgan Stanley
                                Call Right, the amount declared due and payable
                                upon any such acceleration shall be an amount
                                in cash for each $      principal amount of this
                                SPARQS equal to the Call Price for the Call
                                Date specified in the Issuer's notice of
                                mandatory exchange, plus accrued but unpaid
                                interest to but excluding the date of
                                acceleration.

Treatment of SPARQS for
  United States Federal
  Income Tax Purposes........   The Issuer, by its sale of this SPARQS, and the
                                holder of this SPARQS (and any successor holder
                                of, or holder of a beneficial interest in, this
                                SPARQS), by its respective purchase hereof,
                                agree (in the absence of an administrative
                                determination or judicial ruling to the
                                contrary) to characterize each $      principal
                                amount of this SPARQS for all tax purposes as a
                                unit consisting of (A) a terminable contract
                                (the "Terminable Forward

                                       22


<PAGE>


                                Contract") that (i) requires the holder of this
                                SPARQS (subject to the Morgan Stanley Call
                                Right) to purchase, and the Issuer to sell, for
                                an amount equal to $      (the "Forward Price"),
                                eBay Stock at maturity and (ii) allows the
                                Issuer, upon exercise of the Morgan Stanley
                                Call Right, to terminate the Terminable Forward
                                Contract by returning to such holder the
                                Deposit (as defined below) and paying to such
                                holder an amount of cash equal to the
                                difference between the Deposit and the Call
                                Price and (B) a deposit with the Issuer of a
                                fixed amount of cash, equal to the Issue Price
                                per each $        principal amount of this
                                SPARQS, to secure the holder's obligation to
                                purchase eBay Stock pursuant to the Terminable
                                Forward Contract (the "Deposit"), which Deposit
                                bears a quarterly compounded yield of    % per
                                annum.

                                       23


<PAGE>


         Morgan Stanley, a Delaware corporation (together with its successors
and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assignees, the amount of eBay Stock (or other Exchange
Property), as determined in accordance with the provisions set forth under
"Exchange at Maturity" above, due with respect to the principal sum of U.S.
$         (UNITED STATES DOLLARS                            ) on the Maturity
Date specified above (except to the extent redeemed or repaid prior to
maturity) and to pay interest thereon at the Interest Rate per annum specified
above, from and including the Interest Accrual Date specified above until the
principal hereof is paid or duly made available for payment weekly, monthly,
quarterly, semiannually or annually in arrears as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; and provided, further, that
if this Note is subject to "Annual Interest Payments," interest payments shall
be made annually in arrears and the term "Interest Payment Date" shall be
deemed to mean the first day of March in each year.

         Interest on this Note will accrue from and including the most recent
date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until but excluding the date the principal hereof has been paid or duly
made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business Day
(as defined below)) (each such date, a "Record Date"); provided, however, that
interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, euro or Australian dollars, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

         Payment of the principal of this Note, any premium and the interest due
at maturity (or any redemption or repayment date), unless this Note is
denominated in a Specified Currency other than U.S. dollars and is to be paid in
whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine,

                                       24


<PAGE>


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

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

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

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

                                       25


<PAGE>


date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the
Issuer) for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the amount of the Specified
Currency payable in the absence of such an election to such holder and at which
the applicable dealer commits to execute a contract. If such bid quotations are
not available, such payment will be made in the Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments.

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

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

                                       26


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.

DATED:                    MORGAN STANLEY


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


TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

This is one of the Notes referred
   to in the within-mentioned
   Senior Indenture.

JPMORGAN CHASE BANK, N.A.,
   as Trustee



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

                                       27


<PAGE>


                           FORM OF REVERSE OF SECURITY

         This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series F, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer. The Notes are issuable under a Senior
Indenture, dated as of November 1, 2004, between the Issuer and JPMorgan Chase
Bank, N.A. (formerly known as JPMorgan Chase Bank), as Trustee (the "Trustee,"
which term includes any successor trustee under the Senior Indenture) (as may be
amended or supplemented from time to time, the "Senior Indenture"), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The Issuer
has appointed JPMorgan Chase Bank, N.A. at its corporate trust office in The
City of New York as the paying agent (the "Paying Agent," which term includes
any additional or successor Paying Agent appointed by the Issuer) with respect
to the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Senior Indenture. To the extent not inconsistent herewith, the
terms of the Senior Indenture are hereby incorporated by reference herein.

         Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof in
accordance with the provisions of the following two paragraphs, will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.

         If so indicated on the face hereof, this Note may be redeemed in whole
or in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption. If this Note
is subject to "Annual Redemption Percentage Reduction," the Initial Redemption
Percentage indicated on the face hereof will be reduced on each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon to
the date of redemption. Notice of redemption shall be mailed to the registered
holders of the Notes designated for redemption at their addresses as the same
shall appear on the Note register not less than 30 nor more than 60 calendar
days prior to the date fixed for redemption or within the Redemption Notice
Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

         If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any

                                       29


<PAGE>


remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment, provided that if this Note is issued with
original issue discount, this Note will be repayable on the applicable Optional
Repayment Date or Dates at the price(s) specified on the face hereof. For this
Note to be repaid at the option of the holder hereof, the Paying Agent must
receive at its corporate trust office in the Borough of Manhattan, The City of
New York, at least 15 but not more than 30 calendar days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description of
this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, will be received by the Paying Agent not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Paying Agent by such fifth Business Day. Exercise
of such repayment option by the holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the holder hereof upon
the cancellation hereof.

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

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

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

         This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral

                                       29


<PAGE>


multiple of U.S. $1,000 in excess thereof. If this Note is denominated in a
Specified Currency other than U.S. dollars, then, unless a higher minimum
denomination is required by applicable law, it is issuable only in denominations
of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units
of such Specified Currency), or any amount in excess thereof which is an
integral multiple of 1,000 units of such Specified Currency, as determined by
reference to the noon dollar buying rate in The City of New York for cable
transfers of such Specified Currency published by the Federal Reserve Bank of
New York (the "Market Exchange Rate") on the Business Day immediately preceding
the date of issuance.

         The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Trustee and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Trustee shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions and having a
like aggregate principal amount in authorized denominations, subject to the
terms and conditions set forth herein; provided, however, that the Trustee will
not be required (i) to register the transfer of or exchange any Note that has
been called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Trustee and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing. The date of registration of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest
results from such exchange or transfer.

         In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note is destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that this Note was destroyed or lost or stolen and, if required, upon receipt
also of indemnity satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.

                                       30


<PAGE>


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

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

         If the face hereof indicates that this Note is subject to "Tax
Redemption and Payment of Additional Amounts," this Note may be redeemed, as a
whole, at the option of the Issuer at any time prior to maturity, upon the
giving of a notice of redemption as described below, at a redemption price equal
to 100% of the principal amount hereof, together with accrued interest to the
date fixed for redemption (except that if this Note is subject to "Modified
Payment upon

                                       31


<PAGE>


Acceleration or Redemption," such redemption price would be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption) (the "Amortized
Amount")), if the Issuer determines that, as a result of any change in or
amendment to the laws, or any regulations or rulings promulgated thereunder, of
the United States or of any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment becomes effective on or after the Initial Offering Date hereof, the
Issuer has or will become obligated to pay Additional Amounts, as defined below,
with respect to this Note as described below. Prior to the giving of any notice
of redemption pursuant to this paragraph, the Issuer shall deliver to the
Trustee (i) a certificate stating that the Issuer is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Issuer to so redeem have occurred, and (ii) an
opinion of independent legal counsel satisfactory to the Trustee to such effect
based on such statement of facts; provided that no such notice of redemption
shall be given earlier than 60 calendar days prior to the earliest date on which
the Issuer would be obligated to pay such Additional Amounts if a payment in
respect of this Note were then due.

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

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

              (a) any present or future tax, assessment or other governmental
     charge that would not have been so imposed but for (i) the existence of any
     present or former connection between such holder, or between a fiduciary,
     settlor, beneficiary, member or shareholder of such holder, if such holder
     is an estate, a trust, a partnership or a corporation for United States
     federal income tax purposes, and the United States, including, without
     limitation, such holder, or such fiduciary, settlor, beneficiary, member or
     shareholder, being or having been a citizen or resident thereof or being or
     having been engaged in a trade or business or present therein or having, or
     having had, a permanent establishment therein or (ii) the presentation by

                                       32


<PAGE>


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

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

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

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

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

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

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

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

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

                                       33


<PAGE>


the United States (or any political subdivision thereof) to be included in the
income, for tax purposes, of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the holder of this Note.

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

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

                                       34


<PAGE>


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

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

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

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

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

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

                                       35


<PAGE>


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

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

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

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

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

                                       36


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

          TEN COM     -     as tenants in common
          TEN ENT     -     as tenants by the entireties
          JT TEN      -     as joint tenants with right of survivorship and not
                            as tenants in common

<TABLE>
<S>      <C>
         UNIF GIFT MIN ACT -  ____________________________ Custodian ________________________________
                                        (Minor)                                  (Cust)

         Under Uniform Gifts to Minors Act _________________________________________________
                                                               (State)

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


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

                                       37


<PAGE>


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


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

________________________________________________________________________________

________________________________________________________________________________

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

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



Dated:_________________________

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

                                       38


<PAGE>


                            OPTION TO ELECT REPAYMENT

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


________________________________________________________________________________

________________________________________________________________________________

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

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


Dated:__________________________        ________________________________________
                                        NOTICE: The signature on this Option to
                                        Elect Repayment must correspond with the
                                        name as written upon the face of the
                                        within instrument in every particular
                                        without alteration or enlargement.

                                       39