EXHIBIT 4.1

                         FORM OF FIXED RATE SENIOR NOTE


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


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




                                      A-1

<PAGE>

                                 MORGAN STANLEY
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                  (Fixed Rate)

                   CAPITAL PROTECTED NOTES DUE MARCH 30, 2011
                   BASED ON THE VALUE OF THE MSCI EAFE INDEX

<TABLE>
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:   % per       MATURITY DATE:
                                 DATE:  N/A                   annum (equivalent            See "Maturity Date"
                                                              to $        per annum per    below.
                                                              Note)

INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE:                         PERCENTAGE: N/A              DATE(S): See "Interest       REPAYMENT
                                                              Payment Dates" below.        DATE(S):  N/A


SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
   U.S. dollars                  PERCENTAGE                   PERIOD: Semiannually         MODIFIED
                                 REDUCTION: N/A                                            PAYMENT UPON
                                                                                           ACCELERATION OR
                                                                                           REDEMPTION: See
                                                                                           "Alternate Exchange
                                                                                           Calculation in Case of
                                                                                           an Event of Default"
                                                                                           below.

IF SPECIFIED                  REDEMPTION NOTICE            APPLICABILITY OF             If yes, state Issue Price:
   CURRENCY OTHER                PERIOD:  N/A                 ANNUAL INTEREST              N/A
   THAN U.S. DOLLARS,                                         PAYMENTS: N/A
   OPTION TO ELECT
   PAYMENT IN U.S.
   DOLLARS: N/A

EXCHANGE RATE                 TAX REDEMPTION AND           PRICE APPLICABLE             ORIGINAL YIELD TO
   AGENT: N/A                    PAYMENT OF                UPON OPTIONAL                   MATURITY: N/A
                                 ADDITIONAL                REPAYMENT: N/A
                                 AMOUNTS: N/A

OTHER PROVISIONS:             IF YES, STATE INITIAL
   See below.                 OFFERING DATE: N/A
</TABLE>

Maturity Date................March 30, 2011, subject to extension in accordance
                             with the following paragraph in the event of a
                             Market Disruption Event on the final Determination
                             Date for calculating the Final Average Index
                             Value.

                             If, due to a Market Disruption Event or otherwise,
                             the final Determination Date is postponed so that
                             it falls less than two scheduled Trading Days
                             prior to the scheduled Maturity Date, the Maturity
                             Date shall be the second


                                      A-2

<PAGE>

                             scheduled Trading Day following that final
                             Determination Date as postponed. See
                             "Determination Dates" below.

                             In the event that the final Determination Date is
                             postponed 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 one Business Day following the
                             scheduled final Determination Date, (i) to the
                             holder of this Note 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 Note receives the notice.

Interest Payment Dates......                             and the Maturity Date.

                             If the scheduled Maturity Date is postponed due to
                             a Market Disruption Event or otherwise, the Issuer
                             shall pay interest on the Maturity Date as
                             postponed rather than on March 30, 2011, but no
                             interest will accrue on this Note or on such
                             payment during the period from or after the
                             scheduled Maturity Date.

Record Date..................Notwithstanding the definition of "Record Date" on
                             page 11 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 15 calendar days prior to such scheduled
                             Interest Payment Date, whether or not that date is
                             a Business Day.

Minimum Denominations........$12.50

Issue Price..................$12.50

Maturity Redemption Amount...At maturity, upon delivery of this Note to the
                             Trustee, the Issuer shall pay with respect to each
                             $12.50 principal amount of this Note an amount in
                             cash equal to the $12.50 principal


                                      A-3
<PAGE>

                             amount of this Note plus the Supplemental
                             Redemption Amount, if any.

                             The Issuer shall, or shall cause the Calculation
                             Agent to, (i) provide written notice to the
                             Trustee at its New York office, on which notice
                             the Trustee may conclusively rely, and to the
                             Depositary of the Maturity Redemption Amount, on
                             or prior to 10:30 a.m. on the Trading Day
                             preceding the Maturity Date (but if such Trading
                             Day is not a Business Day, prior to the close of
                             business on the Business Day preceding the
                             Maturity Date) and (ii) deliver the aggregate cash
                             amount due with respect to this Note to the
                             Trustee for delivery to the holder of this Note on
                             the Maturity Date. See "Discontinuance of the
                             Index; Alteration of Method of Calculation" below.

Supplemental Redemption
Amount.......................The Supplemental Redemption Amount is equal to the
                             amount, if any, by which (i) the Index-linked
                             Performance Amount exceeds (ii) $         , which
                             is the total amount of interest payments payable
                             to the holder of this Note over the term of the
                             Notes, including on the Maturity Date.

Index-linked Performance
Amount.......................The Index-linked Performance Amount is equal to
                             (i) $12.50 times (ii) the Index Percent Change. The
                             Calculation Agent will calculate the Index-linked
                             Performance Amount on the final Determination
                             Date.

Index Percent Change.........The Index Percent Change is a fraction, the
                             numerator of which shall be the Final Average
                             Index Value minus the Initial Index Value and the
                             denominator of which shall be the Initial Index
                             Value. The Index Percent Change is described by
                             the following formula:

<TABLE>
                              <S>                    <C>
                             Index Percent Change = Final Average Index Value - Initial Index Value
                                                    -----------------------------------------------
                                                               Initial Index Value
</TABLE>

Initial Index Value..........

Final Average Index Value....The arithmetic average of the Index Closing Values
                             on the Determination Dates, as determined by the
                             Calculation Agent.

Index Closing Value..........The Index Closing Value on any Index Business Day
                             shall equal the value of the Index at the relevant
                             official weekday time of publication in London (or
                             the relevant location of any Successor Index (as
                             defined under


                                      A-4

<PAGE>

                             "Discontinuance of the Index; Alteration of Method
                             of Calculation" below)) on such Index Business
                             Day. In certain circumstances, the Index Closing
                             Value will be based on the alternate calculation
                             of the Index described under "Discontinuance of
                             the Index; Alteration of Method of Calculation."

                             In this Note, references to the Index shall
                             include any Successor Index, unless the context
                             requires otherwise.

Determination Dates..........The Determination Dates shall be March 30, 2005,
                             March 30, 2006, March 30, 2007, March 30, 2008,
                             March 30, 2009, March 30, 2010 and March 28, 2011,
                             in each such case subject to adjustment if such
                             date is not an Index Business Day or if a Market
                             Disruption Event occurs on such date as described
                             in the following paragraphs in this section.

                             If any of the first six scheduled Determination
                             Dates is not an Index Business Day or if a Market
                             Disruption Event occurs on any such date, such
                             Determination Date shall be the immediately
                             succeeding Index Business Day during which no
                             Market Disruption Event shall have occurred;
                             provided that if a Market Disruption Event has
                             occurred on each of the five Index Business Days
                             immediately succeeding any of the first six
                             Determination Dates, then (i) such fifth
                             succeeding Index Business Day shall be deemed to
                             be the relevant Determination Date,
                             notwithstanding the occurrence of a Market
                             Disruption Event on such day, and (ii) with
                             respect to any such fifth Index Business Day on
                             which a Market Disruption Event occurs, the
                             Calculation Agent shall determine the value of the
                             Index on such fifth Index Business Day in
                             accordance with the formula for and method of
                             calculating the value of the Index last in effect
                             prior to the commencement of the Market Disruption
                             Event, using the closing price and number of
                             shares in the Index (the "share amount") for each
                             of the Component Securities (as defined under
                             "--Index" below), determined as described below.

                             The closing prices and share amounts for the
                             Component Securities with respect to which a
                             Market Disruption Event has not occurred
                             (determined as described in the following
                             paragraph) on such fifth Index Business Day shall
                             be determined by the Calculation Agent on such
                             fifth Index Business Day using the closing prices
                             and share


                                      A-5

<PAGE>

                             amounts for the Component Securities at the
                             regular official weekday time of publication of
                             the Index in London (or the relevant location of
                             any Successor Index) on such Index Business Day.
                             The closing price and share amount for each
                             Component Security with respect to which a Market
                             Disruption Event has occurred on such fifth Index
                             Business Day shall be determined by the
                             Calculation Agent on such fifth Index Business Day
                             using the closing price and share amount (or, if
                             trading in the relevant securities has been
                             materially suspended or materially limited, its
                             good faith estimate of the closing price and share
                             amount that would have prevailed but for such
                             suspension or limitation) on such Index Business
                             Day.

                             A Market Disruption Event shall be deemed to have
                             occurred with respect to a Component Security if
                             it is included in the Component Country Index or
                             the Component Region Index (each as defined below)
                             that triggered the Market Disruption Event with
                             respect to the Index.

                             If March 28, 2011 (the final scheduled
                             Determination Date) is not an Index Business Day
                             or if there is a Market Disruption Event on such
                             day, the final Determination Date shall be the
                             immediately succeeding Index Business Day during
                             which no Market Disruption Event shall have
                             occurred.

Index........................The MSCI EAFE Index published by Morgan Stanley
                             Capital International ("MSCI") and consisting of
                             the equity securities (the "Component Securities")
                             constituting the indexes for 21 selected countries
                             (each a "Component Country Index").

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.

Index Business Day...........Any day other than a Saturday or Sunday on which
                             the Index (or Successor Index) is calculated.



                                      A-6

<PAGE>

Market Disruption Event......"Market Disruption Event" means, with respect to
                             the Index:

                                (i) a suspension, absence or material
                                limitation of trading of Component Securities
                                then constituting 20 percent or more of the
                                value of a Component Country Index or a
                                Component Region Index on the Relevant
                                Exchanges for such Component Securities for
                                more than two hours of trading or during the
                                one-half hour period preceding the close of the
                                principal trading session on such Relevant
                                Exchanges; or a breakdown or failure in the
                                reporting systems of MSCI or in the price and
                                trade reporting systems of any Relevant
                                Exchange as a result of which the reported
                                trading prices for Component Securities then
                                constituting 20 percent or more of the value of
                                a Component Country Index or a Component Region
                                Index during the last one-half hour preceding
                                the close of the principal trading session on
                                such Relevant Exchanges are materially
                                inaccurate; or the suspension, absence or
                                material limitation of trading on any major
                                securities market for trading in futures or
                                options contracts related to the Index, any
                                Component Country Index, any Component Region
                                Index or Component Securities constituting 20
                                percent or more of the value of a Component
                                Country Index or a Component Region Index for
                                more than two hours of trading or during the
                                one-half hour period preceding the close of the
                                principal trading session on such 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 the event described
                                in clause (i) above materially interfered with
                                the ability of Morgan Stanley or any of its
                                affiliates to adjust or unwind all or a
                                material portion of the hedge with respect to
                                the Capital Protected Notes Due March 30, 2011,
                                Based on the Value of the MSCI EAFE Index.

                             For the purpose of determining whether a Market
                             Disruption Event exists at any time, if trading in
                             a Component Security is materially suspended or
                             materially limited at that time, then the relevant
                             percentage contribution of that security to the
                             value of the Component Country Index or Component
                             Region Index,


                                      A-7

<PAGE>

                             as applicable, shall be based on a comparison of
                             (x) the portion of the value of the Component
                             Country Index or Component Region Index
                             attributable to that security relative to (y) the
                             overall value of the Component Country Index or
                             Component Region Index, in each case immediately
                             before that suspension or limitation.

                             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 or market, (2) a
                             decision to permanently discontinue trading in the
                             relevant futures or options contract shall not
                             constitute a Market Disruption Event, (3)
                             limitations pursuant to the rules of any Relevant
                             Exchange similar to NYSE Rule 80A (or any
                             applicable rule or regulation enacted or
                             promulgated by any other self-regulatory
                             organization or any government agency 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 futures or options
                             contracts on the Index, any Component Country
                             Index, any Component Region Index or on Component
                             Securities constituting 20 percent or more of the
                             value of a Component Country Index or a Component
                             Region Index by the primary securities market
                             trading in such contracts by reason of (x) a price
                             change exceeding limits set by such exchange or
                             market, (y) an imbalance of orders relating to
                             such contracts or (z) a disparity in bid and ask
                             quotes relating to such contracts shall constitute
                             a suspension, absence or material limitation of
                             trading in futures or options contracts related to
                             the Index, any Component Country Index, any
                             Component Region Index or to Component Securities
                             constituting 20 percent or more of the value of a
                             Component Country Index or Component Region Index
                             and (5) a "suspension, absence or material
                             limitation of trading" on any Relevant Exchange or
                             on the primary market on which futures or options
                             contracts related to the Index, any Component
                             Country Index, any Component Region Index or to
                             Component Securities constituting 20 percent or
                             more of the value of a Component Country Index or
                             Component Region Index are traded shall not
                             include any time when such market is itself closed
                             for trading under ordinary


                                      A-8

<PAGE>

                             circumstances. The MSCI Europe Index and the MSCI
                             Far East Index (each a "Component Region Index")
                             comprise the Component Securities in the Component
                             Country Indices (described below in "--The
                             Index--Index Calculation") within such region.

Relevant Exchange............"Relevant Exchange" means the primary exchange or
                             market of trading for any security then included
                             in the Index or any Successor Index.

Alternate Exchange
Calculation in Case of
an Event of Default..........In case an event of default with respect to the
                             Notes shall have occurred and be continuing, the
                             amount declared due and payable for each Note upon
                             any acceleration of the Notes (the "Acceleration
                             Amount") shall be equal to (i) accrued but unpaid
                             interest to but excluding the date of acceleration
                             plus (ii) the Maturity Redemption Amount
                             determined (A) as though the Index Closing Value
                             for any Determination Date scheduled to occur on
                             or after such date of acceleration were the Index
                             Closing Value on the date of acceleration and (B)
                             by subtracting $     , the total amount of interest
                             that would have been payable over the term of the
                             Notes notwithstanding the acceleration of the
                             Notes, from the Index-linked Performance Amount to
                             derive the Supplemental Redemption Amount.

                             If the maturity of the Notes is accelerated
                             because of an event of default as described above,
                             the Issuer shall, or shall cause the Calculation
                             Agent to, provide written notice to the Trustee at
                             its New York office, on which notice the Trustee
                             may conclusively rely, and to the Depositary of
                             the Acceleration Amount and the aggregate cash
                             amount due with respect to this Note as promptly
                             as possible and in no event later than two
                             Business Days after the date of acceleration.

Calculation Agent............Morgan Stanley & Co. Incorporated and its
                             successors ("MS & Co.")

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


                                      A-9

<PAGE>

                             All calculations with respect to the Final Average
                             Index Value and the Index-linked Performance
                             Amount will be made by the Calculation Agent and
                             will be rounded to the nearest one
                             hundred-thousandth, with five one-millionths
                             rounded upward (e.g., .876545 would be rounded to
                             .87655); all dollar amounts related to
                             determination of the Supplemental Redemption
                             Amount and the Maturity Redemption Amount payable
                             per Note will be rounded to the nearest
                             ten-thousandth, with five one hundred-thousandths
                             rounded upward (e.g., .76545 would be rounded up
                             to .7655); and all dollar amounts paid on the
                             aggregate number of Notes will be rounded to the
                             nearest cent, with one-half cent rounded upward.

Discontinuance of the Index;
Alteration of Method of
Calculation..................If MSCI discontinues publication of the Index and
                             any entity (including MS & Co.) publishes a
                             successor or substitute index that the Calculation
                             Agent determines, in its sole discretion, to be
                             comparable to the discontinued index (such index
                             being referred to herein as a "Successor Index"),
                             then the relevant Index Closing Value shall be
                             determined by reference to the value of such
                             Successor Index at the appropriate time of
                             publication, as determined by the Calculation
                             Agent on the applicable Determination Date.

                             Upon any selection by the Calculation Agent of a
                             Successor Index, the Calculation Agent shall cause
                             written notice thereof to be furnished to the
                             Trustee, to the Issuer and to DTC, as holder of
                             this Note, within three business days of such
                             selection.

                             If MSCI discontinues publication of the Index
                             prior to, and such discontinuance is continuing
                             on, the date that any Index Closing Value is to be
                             determined and MS & Co., as Calculation Agent,
                             determines, in its sole discretion, that no
                             Successor Index is available at such time, then
                             the Calculation Agent shall determine the Index
                             Closing Value for such date. The Index Closing
                             Value shall be computed by the Calculation Agent
                             in accordance with the formula for and method of
                             calculating the Index last in effect prior to such
                             discontinuance, using the closing price and share
                             amount (or, if trading in the relevant securities
                             has been materially suspended or materially
                             limited, its good faith estimate of the closing


                                      A-10

<PAGE>

                             price that would have prevailed but for such
                             suspension or limitation) at the close of the
                             principal trading session of the Relevant Exchange
                             on such date of each security most recently
                             comprising the Index without any rebalancing or
                             substitution of such securities following such
                             discontinuance.

                             If at any time the method of calculating the Index
                             or a Successor Index, or the value thereof, is
                             changed in a material respect, or if the Index or
                             a Successor Index is in any other way modified so
                             that such index does not, in the opinion of MS &
                             Co., as the Calculation Agent, fairly represent
                             the value of the Index or such Successor Index had
                             such changes or modifications not been made, then,
                             from and after such time, the Calculation Agent
                             shall, at the close of business in New York City
                             on each date on which the Index Closing Value is
                             to be determined, make such calculations and
                             adjustments as, in the good faith judgment of the
                             Calculation Agent, may be necessary in order to
                             arrive at a value of a stock index comparable to
                             the Index or such Successor Index, as the case may
                             be, as if such changes or modifications had not
                             been made, and the Calculation Agent shall
                             calculate the Index Closing Value and Index-linked
                             Performance Amount with reference to the Index or
                             such Successor Index, as adjusted. Accordingly, if
                             the method of calculating the Index or a Successor
                             Index is modified so that the value of such index
                             is a fraction of what it would have been if it had
                             not been modified (e.g., due to a split in the
                             index), then the Calculation Agent will adjust
                             such index in order to arrive at a value of the
                             Index or such Successor Index as if it had not
                             been modified (e.g., as if such split had not
                             occurred).


                                      A-11

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

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

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


                                      A-12

<PAGE>

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 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


                                      A-13

<PAGE>

Specified Currency. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments.

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

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


                                      A-14


<PAGE>


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

DATED:                                               MORGAN STANLEY



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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
  as Trustee



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


                                      A-15

<PAGE>

                              REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, having maturities more than nine months from the date of issue
(the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(the "Trustee," which term includes any successor trustee under the Senior
Indenture) (as may be amended or supplemented from time to time, the "Senior
Indenture"), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed JPMorgan Chase Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the Issuer)
with respect to the Notes. The terms of individual Notes may vary with respect
to interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

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

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

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


                                      A-16


<PAGE>


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 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


                                      A-17


<PAGE>


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.

     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


                                      A-18


<PAGE>


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
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


                                      A-19


<PAGE>


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 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;


                                      A-20

<PAGE>

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

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

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

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

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

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

     The Senior Indenture 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


                                      A-21


<PAGE>


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 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


                                      A-22


<PAGE>


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.

     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


                                      A-23


<PAGE>

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.


                                      A-24


<PAGE>


                                 ABBREVIATIONS

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



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


         UNIF GIFT MIN ACT - ________________________ Custodian ________________
                                  (Minor)                             (Cust)

         Under Uniform Gifts to Minors Act _____________________________________
                                                      (State)

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

                               __________________



                                      A-25


<PAGE>


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

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

________________________________________________________________________________

________________________________________________________________________________

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

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



Dated: _______________________


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


                                      A-26


<PAGE>


                           OPTION TO ELECT REPAYMENT

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

________________________________________________________________________________

________________________________________________________________________________

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

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


Dated: ____________________________


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


                                      A-27