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>


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

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

                                           7% SPARQS(R) DUE AUGUST 1, 2006
                                               MANDATORILY EXCHANGEABLE
                                            FOR SHARES OF COMMON STOCK OF
                                                   GENENTECH, INC.

--------------------------------------------------------------------------------------------------------------------
<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:        Quarterly                    PAYMENT UPON
                                 N/A                                                       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

Maturity Date..............   August 1, 2006, subject to acceleration as
                              described below in "Price Event Acceleration" and
                              "Alternate


                                       2
<PAGE>


                              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.....   November 1, 2005, February 1, 2006, May 1, 2006
                              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 August 1, 2006, but no
                              interest will accrue on this SPARQS or on such
                              payment during the period from or after the
                              scheduled Maturity Date.


                                       3
<PAGE>


Record Date................   Notwithstanding the definition of "Record Date"
                              on page 23 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 February
                              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 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


                                       4
<PAGE>


                              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.

                              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


                                       5
<PAGE>


                              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.....   July 21, 2006; provided that if July 21, 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 February 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.

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.


                                       6
<PAGE>


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 the common stock of
                              Genentech, Inc. ("Genentech Stock") at the
                              Exchange Ratio, and the Issuer shall deliver with
                              respect to each $         principal amount of
                              this SPARQS an amount of Genentech Stock equal to
                              the Exchange Ratio.

                              The amount of Genentech 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 Genentech 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 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 Genentech 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 Genentech 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


                                       7
<PAGE>


                              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 the Genentech Stock, the Exchange
                              Property or any cash due with respect to such
                              acceleration by such accelerated maturity date.

                              The Issuer shall, or shall cause the Calculation
                              Agent to, deliver any such shares of Genentech
                              Stock (or any Exchange Property) and cash in
                              respect of interest and any fractional share of
                              Genentech 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 the Genentech Stock (and, if
                              applicable, any Exchange Property) and any cash
                              in respect of interest


                                       8
<PAGE>


                              and any fractional share of Genentech 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 Genentech 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 Genentech 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 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 Genentech Stock due with
                              respect to this SPARQS, as described above, but
                              the Issuer shall pay cash in lieu of delivering
                              any fractional share of Genentech Stock in an
                              amount equal to the corresponding fractional
                              Closing Price of such fraction of a share of
                              Genentech Stock as determined by the


                                       9
<PAGE>


                              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 Genentech Stock described under
                              "Antidilution Adjustments" below.

Closing Price..............   The Closing Price for one share of Genentech
                              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 Genentech 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 Genentech Stock (or any such other
                                   security) is listed or admitted to trading,

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

                              o    if Genentech 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 Genentech 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 Genentech Stock (or one unit of any
                              such other security) on any Trading Day will mean


                                      11
<PAGE>


                              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
                              Genentech 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
                              Genentech 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.

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.


                                      11
<PAGE>


                              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 Genentech 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 Genentech Stock.

                              2. If Genentech Stock is subject (i) to a stock
                              dividend (issuance of additional shares of
                              Genentech Stock) that is given ratably to all
                              holders of shares of Genentech Stock or (ii) to a
                              distribution of Genentech Stock as a result of
                              the triggering of any provision of the corporate
                              charter of Genentech, Inc. ("Genentech"), then
                              once the dividend has become effective and
                              Genentech 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
                              Genentech Stock and (ii) the prior Exchange
                              Ratio.

                              3. If Genentech issues rights or warrants to all
                              holders of Genentech Stock to subscribe for or
                              purchase Genentech Stock at an exercise price per
                              share less than the Closing Price of Genentech
                              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 Genentech Stock outstanding
                              immediately prior to the issuance of such rights
                              or warrants plus the number of additional shares
                              of Genentech Stock offered for subscription or
                              purchase pursuant to such rights or warrants and
                              the denominator of which shall be the number of
                              shares of Genentech Stock outstanding


                                      12
<PAGE>


                              immediately prior to the issuance of such rights
                              or warrants plus the number of additional shares
                              of Genentech Stock which the aggregate offering
                              price of the total number of shares of Genentech
                              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 Genentech
                              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
                              Genentech Stock of any cash dividend or special
                              dividend or distribution that is identified by
                              Genentech 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 Genentech as an
                              extraordinary or special dividend or
                              distribution) distributed per share of Genentech
                              Stock over the immediately preceding cash
                              dividend or other cash distribution, if any, per
                              share of Genentech 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 Genentech Stock on the
                              Trading Day preceding the "ex-dividend date"
                              (that is, the day on and after which transactions
                              in Genentech 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 Genentech Stock
                              (excluding Marketable Securities, as defined in
                              paragraph 5 below). Subject to the following
                              sentence, if any cash dividend or distribution of
                              such other


                                      13
<PAGE>


                              property with respect to Genentech Stock includes
                              an Extraordinary Dividend, the Exchange Ratio
                              with respect to Genentech 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 distribution by the
                              Calculation Agent, whose determination shall be
                              conclusive in the absence of manifest error. A
                              distribution on Genentech 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) Genentech Stock is
                              reclassified or changed, including, without
                              limitation, as a result of the issuance of any
                              tracking stock by Genentech, (ii) Genentech has
                              been subject to any merger, combination or
                              consolidation and is not the surviving entity,
                              (iii) Genentech completes a statutory exchange of
                              securities with another corporation (other than
                              pursuant to clause (ii) above), (iv) Genentech is
                              liquidated, (v) Genentech issues to all of its
                              shareholders equity securities of an issuer other
                              than Genentech (other than in a transaction
                              described in clause (ii), (iii) or (iv) above) (a
                              "spinoff stock") or (vi) Genentech 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
                              Genentech Stock receive any equity security
                              listed on a national securities exchange or
                              traded on The Nasdaq


                                      14
<PAGE>


                              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 Genentech Stock continues to be
                                   outstanding, Genentech 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

                                   (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 Genentech Stock, the number of shares of
                                   the New Stock received with respect to one
                                   share of Genentech Stock multiplied by the
                                   Exchange Ratio for Genentech 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 Genentech 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 Genentech Stock is less
                                        than 25% of the Closing Price of
                                        Genentech Stock on the


                                      15
<PAGE>


                                        Trading Day immediately prior to the
                                        effective date of such Reorganization
                                        Event, a number of shares of Genentech
                                        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 Genentech 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 Genentech
                                        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 Genentech
                                        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 Genentech Stock on the
                                        Trading Day immediately prior to the
                                        effective date relating to such
                                        Reorganization Event or, if Genentech
                                        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 Genentech 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


                                      16
<PAGE>


                                        primary Standard Industrial
                                        Classification Code ("SIC Code") as
                                        Genentech; 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 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
                                        Genentech. 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 Genentech
                                        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, Genentech 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


                                      17
<PAGE>


                                             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 Exchange
                              Property of a particular type, Exchange Property
                              shall be deemed to include the amount of cash or
                              other property paid by the offeror in the tender
                              or exchange offer with respect to such Exchange
                              Property (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 "Genentech 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
                              "Genentech 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 Genentech 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


                                      18
<PAGE>


                              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 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
                              Genentech Stock:


                                      19
<PAGE>


                                   (i) a suspension, absence or material
                                   limitation of trading of Genentech Stock on
                                   the primary market for Genentech 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 Genentech Stock as a
                                   result of which the reported trading prices
                                   for Genentech 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 Genentech 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 August 1, 2006,
                                   Mandatorily Exchangeable for Shares of
                                   Common Stock of Genentech, 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


                                      20
<PAGE>


                              Genentech 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 relating to
                              such contracts shall constitute a suspension,
                              absence or material limitation of trading in
                              options contracts related to Genentech Stock and
                              (5) a suspension, absence or material limitation
                              of trading on the primary securities market on
                              which options contracts related to Genentech
                              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 Genentech 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


                                      21
<PAGE>


                              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 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"), Genentech 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 Genentech
                              Stock pursuant to the Terminable Forward Contract
                              (the "Deposit"), which Deposit bears a quarterly
                              compounded yield of     % per annum.


                                      22
<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 Genentech 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, 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


                                      23
<PAGE>


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 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


                                      24
<PAGE>


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.


                                      25
<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


                                      26
<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 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


                                      27
<PAGE>


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 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


                                      28
<PAGE>


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.

     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


                                      29
<PAGE>


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
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


                                      30
<PAGE>


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 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


                                      31
<PAGE>


     bank receiving interest under Section 881(c)(3)(A) of the Internal Revenue
     Code of 1986, as amended;

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

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

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

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

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

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

     The Senior Indenture 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


                                      32
<PAGE>


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 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


                                      33
<PAGE>


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.

     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


                                      34
<PAGE>


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.


                                      35
<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.


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


                                      36
<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.


                                      37
<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.