FIXED RATE SENIOR NOTE

REGISTERED                                                            REGISTERED
No. FXR                                                               $
                                                                      CUSIP:

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




                                      A-1
<PAGE>


                        MORGAN STANLEY DEAN WITTER & CO.
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                  (Fixed Rate)

                        RESET PERFORMANCE EQUITY-LINKED
              REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")

                        RESET PERQS DUE FEBRUARY  , 2003
                      RESET PERQS MANDATORILY EXCHANGEABLE
                        FOR AMERICAN DEPOSITARY RECEIPTS
                        REPRESENTING ORDINARY SHARES OF
                               NOKIA CORPORATION

<TABLE>
<S>                             <C>                      <C>                                  <C>
-----------------------------------------------------------------------------------------------------------------------
ORIGINAL ISSUE DATE:            INITIAL REDEMPTION       INTEREST RATE:   % per               MATURITY DATE:
               , 2000             DATE: N/A                annum (equivalent                    February   , 2003
                                                           to $            per
                                                           annum per Reset
                                                           PERQS)
-----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL                INITIAL REDEMPTION       INTEREST PAYMENT                     OPTIONAL
  DATE:        , 2000             PERCENTAGE: N/A          DATES: Each February                 REPAYMENT
                                                           __, May __, August __                DATE(S): N/A
                                                           and November __,
                                                           beginning February   ,
                                                           2001
-----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:             ANNUAL REDEMPTION        INTEREST PAYMENT                     APPLICABILITY OF
  U.S. Dollars                    PERCENTAGE               PERIOD: Quarterly                    MODIFIED
                                  REDUCTION: N/A                                                PAYMENT UPON
                                                                                                ACCELERATION:
                                                                                                N/A
-----------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                                             APPLICABILITY OF                     If yes, state Issue Price:
  CURRENCY OTHER                                           ANNUAL INTEREST                      N/A
  THAN U.S. DOLLARS,                                       PAYMENTS: N/A
  OPTION TO ELECT
  PAYMENT IN U.S.
  DOLLARS: N/A
-----------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                                                                                 ORIGINAL YIELD TO
  AGENT: N/A                                                                                    MATURITY: N/A
-----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
  (See below)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Record Date...................   The Record Date for each Interest Payment
                                 Date, including the Maturity Date, shall be
                                 the date 15 calendar


                                      A-2
<PAGE>


                                 days prior to such Interest Payment Date,
                                 whether or not that date is a Business Day.

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

First Year Cap Price..........   $

First Year Determination Date.   February   , 2002 (or if such date is not a
                                 Trading Day on which no Market Disruption
                                 Event occurs, the immediately succeeding
                                 Trading Day on which no Market Disruption
                                 Event occurs).

First Year Closing Price......   First Year Closing Price means the product of
                                 (i) the Market Price of one Nokia ADR and
                                 (ii) the Exchange Factor, each determined as
                                 of the First Year Determination Date.

Second Year Cap Price.........   Second Year Cap Price means the greater of
                                 (x)        % of the First Year Closing Price
                                 and (y) the First Year Cap Price.  See
                                 "Exchange at Maturity" below.

Maturity Price................   Maturity Price means the product of (i) the
                                 Market Price of one American Depositary
                                 Receipt representing ordinary shares of Nokia
                                 Corporation (the "Nokia ADRs" and each a
                                 "Nokia ADR") the Exchange Factor, each
                                 determined as of the second scheduled Trading
                                 Day immediately prior to maturity.

Exchange at Maturity..........   At maturity, upon delivery of this Reset
                                 PERQS to the Trustee, each $       principal
                                 amount of this Reset PERQS shall be applied
                                 by the Issuer as payment for a number of
                                 Nokia ADRs at the Exchange Ratio.  The
                                 Exchange Ratio, initially set at 0.20, is
                                 subject to adjustment on the First Year
                                 Determination Date and at maturity in order to
                                 cap the value of the Nokia ADRs to be
                                 received upon delivery of this Reset PERQS at
                                 $       per each $       principal amount of
                                 this Reset PERQS.  Solely for purposes of
                                 adjustment upon the occurrence of certain
                                 corporate events, the number of Nokia ADRs to
                                 be delivered at maturity shall also be
                                 adjusted by an Exchange Factor, initially set
                                 at 1.0. See "Exchange Factor" and
                                 "Antidilution Adjustments" below.


                                      A-3
<PAGE>


                                 If the First Year Closing Price, as
                                 determined by the Calculation Agent, is less
                                 than or equal to $       (the "First Year Cap
                                 Price"), no adjustment to the Exchange Ratio
                                 shall be made at such time.  If the First Year
                                 Closing Price exceeds the First Year Cap
                                 Price, the Exchange Ratio shall be adjusted
                                 by the Calculation Agent so that the new
                                 Exchange Ratio shall equal the product of (i)
                                 the existing Exchange Ratio and (ii) a
                                 fraction the numerator of which shall be the
                                 First Year Cap Price and the denominator of
                                 which shall be the First Year Closing Price.

                                 In addition, on the First Year Determination
                                 Date, the Calculation Agent shall establish
                                 the "Second Year Cap Price" that shall be
                                 equal to the greater of (x)        % of the
                                 First Year Closing Price and (y) the First
                                 Year Cap Price.  The Issuer shall cause the
                                 Calculation Agent promptly to send written
                                 notice of the Second Year Cap Price and of
                                 any such adjustment to the Exchange Ratio by
                                 first-class mail to The Depository Trust
                                 Company, New York, New York (the
                                 "Depositary").

                                 If the Maturity Price, as determined by the
                                 Calculation Agent, is less than or equal to
                                 the Second Year Cap Price, no further
                                 adjustment to the Exchange Ratio shall be
                                 made.  If the Maturity Price exceeds the
                                 Second Year Cap Price, the then existing
                                 Exchange Ratio shall be adjusted by the
                                 Calculation Agent so that the final Exchange
                                 Ratio shall equal the product of (i) the
                                 existing Exchange Ratio and (ii) a fraction
                                 the numerator of which shall be the Second
                                 Year Cap Price and the denominator of which
                                 shall be the Maturity Price.

                                 The number of Nokia ADRs to be delivered at
                                 maturity shall be subject to any applicable
                                 adjustments (i) to the Exchange Factor 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 Nokia ADRs as a result of
                                 any corporate event described under
                                 "Antidilution Adjustments" below, in each
                                 case, required to be made at or prior to the
                                 close of business on the second Trading Day
                                 immediately prior to maturity.


                                      A-4
<PAGE>


                                 All calculations with respect to the Exchange
                                 Ratios for the Reset PERQS shall be rounded
                                 to the nearest one hundred-thousandth, with
                                 five one-millionths rounded upwards (e.g.,
                                 .876545 would be rounded to .87655); all
                                 calculations with respect to the Second Year
                                 Cap Price will be rounded to the nearest
                                 ten-thousandth, with five one-hundred-
                                 thousandths rounded upwards (e.g., $12.34565
                                 would be rounded to $12.3457); and all dollar
                                 amounts related to payouts at maturity
                                 resulting from such calculations shall be
                                 rounded to the nearest cent with one-half cent
                                 being rounded upwards.

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, (i) provide written
                                 notice to the Trustee at its New York office
                                 and to the Depositary, on which notice the
                                 Trustee and the Depositary may conclusively
                                 rely, on or prior to 10:30 a.m. on the
                                 Trading Day immediately prior to maturity of
                                 this Reset PERQS, of the number of Nokia ADRs
                                 (or the amount of Exchange Property) to be
                                 delivered with respect to each $
                                 principal amount of this Reset PERQS and of
                                 the amount of any cash to be paid in lieu of
                                 fractional Nokia ADRs (or of any other
                                 securities included in the Exchange Property,
                                 if applicable) allocated to each $
                                 principal amount of this Reset PERQS;
                                 provided that, if the maturity date of this
                                 Reset PERQS is accelerated (x) because of the
                                 consummation of a Reorganization Event (as
                                 defined in paragraph 5 of the "Antidilution
                                 Adjustments" below) where the Exchange
                                 Property consists only of cash or (y) because
                                 of an Acceleration Event or otherwise, the
                                 Issuer shall give notice of such acceleration
                                 as promptly as possible, and in no case later
                                 than two Business Days following such deemed
                                 maturity date, (i) to the holder of this
                                 Reset PERQS by mailing notice of such
                                 acceleration by first class mail, postage
                                 prepaid and (ii) to the Trustee and the
                                 Depositary by telephone or facsimile confirmed
                                 by mailing such notice to the Trustee at its
                                 New York office and 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 Reset PERQS receives the
                                 notice.  If the maturity of this Reset PERQS
                                 is accelerated in the manner described in the
                                 immediately preceding sentence, no interest
                                 on the


                                      A-5
<PAGE>


                                 amounts payable with respect to this Reset
                                 PERQS shall accrue for the period from and
                                 after such accelerated maturity date;
                                 provided, that the Issuer has deposited with
                                 the Exchange Agent the Nokia ADRs, the
                                 Exchange Property or any cash due with respect
                                 to such acceleration.

                                 The Issuer shall, or shall cause the
                                 Calculation Agent to, deliver any such Nokia
                                 ADRs (or any Exchange Property) and cash in
                                 respect of interest and any fractional Nokia
                                 ADRs (or any Exchange Property) and cash
                                 otherwise due upon any acceleration described
                                 above to the Trustee for delivery to the
                                 holder.  The Calculation Agent shall
                                 determine the Exchange Ratio applicable at
                                 the maturity of this Reset PERQS and
                                 calculate the Exchange Factor.  References to
                                 payment "per Reset PERQS" refer to each $
                                 principal amount of this Reset PERQS.

                                 If this Reset PERQS is not surrendered for
                                 exchange at maturity, it shall be deemed to
                                 be no longer Outstanding under, and as
                                 defined in, the Senior Indenture (as defined
                                 on the reverse hereof), except with respect
                                 to the holder's right to receive the Nokia
                                 ADRs (and, if applicable, any Exchange
                                 Property) due at maturity.

No Fractional ADRs............   Upon delivery of this Reset PERQS to the
                                 Trustee at maturity (including as a result of
                                 an acceleration or otherwise), the Issuer
                                 shall deliver the aggregate number of Nokia
                                 ADRs due with respect to this Reset PERQS, as
                                 described above, but the Issuer shall pay
                                 cash in lieu of delivering any fractional
                                 Nokia ADR in an amount equal to the
                                 corresponding fractional Market Price of such
                                 fraction of a Nokia ADR as determined by the
                                 Calculation Agent as of the second scheduled
                                 Trading Day prior to maturity of this Reset
                                 PERQS.

Exchange Factor...............   The Exchange Factor shall be set initially at
                                 1.0, but shall be subject to adjustment upon
                                 the occurrence of certain corporate events
                                 through and including the second scheduled
                                 Trading Day immediately prior to maturity.
                                 See "Antidilution Adjustments" below.

Market Price..................   If Nokia ADRs (or any other security for
                                 which a Market Price must be determined) are
                                 listed on a national


                                      A-6
<PAGE>


                                 securities exchange, are securities of The
                                 Nasdaq National Market or are included in the
                                 OTC Bulletin Board Service ("OTC Bulletin
                                 Board") operated by the National Association
                                 of Securities Dealers, Inc. (the "NASD"), the
                                 Market Price for one Nokia ADR (or one unit of
                                 any such other security) on any Trading Day
                                 means (i) 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 Nokia ADRs (or
                                 any such other security) are listed or
                                 admitted to trading or (ii) if not listed or
                                 admitted to trading on any such securities
                                 exchange or if such last reported sale price
                                 is not obtainable (even if Nokia ADRs (or any
                                 such other security) are listed or admitted to
                                 trading on such securities exchange), the last
                                 reported sale price of the principal trading
                                 session on the over-the-counter market as
                                 reported on the Nasdaq National Market or OTC
                                 Bulletin Board on such day. If the last
                                 reported sale price of the principal trading
                                 session is not available pursuant to clause
                                 (i) or (ii) of the preceding sentence because
                                 of a Market Disruption Event or otherwise, the
                                 Market Price for any Trading Day shall be the
                                 mean, as determined by the Calculation Agent,
                                 of the bid prices for Nokia ADRs (or any such
                                 other security) obtained from as many dealers
                                 in such securities (which may include MS & Co.
                                 or any of the Issuer's other subsidiaries or
                                 affiliates), but not exceeding three, as will
                                 make such bid prices available to the
                                 Calculation Agent. A "security of the Nasdaq
                                 National Market" shall include a security
                                 included in any successor to such system and
                                 the term "OTC Bulletin Board Service" shall
                                 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
                                 ("NYSE"), the American Stock Exchange, Inc.,
                                 the Nasdaq National Market, the Chicago
                                 Mercantile Exchange, the Chicago Board of
                                 Options Exchange and in the over-the-counter
                                 market for equity securities in the United
                                 States.


                                      A-7
<PAGE>


Acceleration Event............   If on any date the product of the Market
                                 Price per Nokia ADR, as determined by the
                                 Calculation Agent, and the Exchange Factor is
                                 less than $4.00, the maturity date of this
                                 Reset PERQS shall be deemed to be accelerated
                                 to such date, and each $       principal
                                 amount of this Reset PERQS shall be applied
                                 by the Issuer as payment for a number of
                                 Nokia ADRs at the then current Exchange
                                 Ratio, as adjusted by the then current
                                 Exchange Factor. See also "Antidilution
                                 Adjustments" below.

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

Antidilution Adjustments......   The Exchange Factor shall be adjusted by the
                                 Calculation Agent as follows:

                                   1. If Nokia ordinary shares are subject to a
                                 stock split or reverse stock split, then once
                                 such split has become effective, the Exchange
                                 Factor will be proportionately adjusted;
                                 provided, however that if (and to the extent
                                 that) Nokia Corporation ("Nokia") or the
                                 Depositary for the Nokia ADRs has adjusted the
                                 number of Nokia ordinary shares represented by
                                 each Nokia ADR so that the price of such Nokia
                                 ADR would not be affected by such stock split
                                 or reverse stock split, no adjustment of the
                                 Exchange Factor shall be made.

                                   2. If the Nokia ordinary shares are subject
                                 (i) to a stock dividend (issuance of
                                 additional shares of Nokia ordinary shares)
                                 that is given ratably to all holders of shares
                                 of Nokia ordinary shares or (ii) to a
                                 distribution of Nokia ordinary shares as a
                                 result of the triggering of any provision of
                                 the corporate charter of Nokia, then if and
                                 when the dividend has become effective with
                                 regard to Nokia ADRs and Nokia ADRs are
                                 trading ex-dividend, the Exchange Factor will
                                 be proportionately adjusted; provided, however
                                 that if (and to the extent that) Nokia or the
                                 depositary for the Nokia ADRs has adjusted the
                                 number of Nokia ordinary shares represented by
                                 each Nokia ADR so that the price of such Nokia
                                 ADR would not be affected by such stock
                                 dividend, no adjustment of the Exchange Ratio
                                 shall be made.


                                      A-8
<PAGE>


                                 3. There shall be no adjustments to the
                                 Exchange Factor to reflect cash dividends or
                                 other distributions paid with respect to Nokia
                                 ordinary shares other than distributions
                                 described in clauses (i) and (v) of paragraph
                                 5 below unless such cash dividends or other
                                 distributions, when and as passed through to
                                 holders of Nokia ADRs constitute Extraordinary
                                 ADR Dividends as described below. A cash
                                 dividend or other distribution paid with
                                 respect to Nokia ADRs will be deemed to be an
                                 "Extraordinary ADR Dividend" if such dividend
                                 or other distribution exceeds the immediately
                                 preceding non-Extraordinary Dividend for
                                 Nokia ADRs by an amount equal to at least 10%
                                 of the Market Price for Nokia ADRs (as
                                 adjusted for any subsequent corporate event
                                 requiring an adjustment hereunder, such as a
                                 stock split or reverse stock split) on the
                                 Exchange Trading Day preceding the ex-dividend
                                 date with respect to such ADRs for the payment
                                 of such Extraordinary ADR Dividend (the "ex-
                                 dividend date"). If an Extraordinary ADR
                                 Dividend occurs with respect to Nokia ADRs,
                                 the Exchange Factor with respect to Nokia ADRs
                                 shall be adjusted on the ex-dividend date
                                 with respect to such Extraordinary Dividend so
                                 that the new Exchange Factor shall equal the
                                 product of (i) the then current Exchange
                                 Factor and (ii) a fraction, the numerator of
                                 which is the Market Price for Nokia ADRs on
                                 the NYSE Trading Day preceding the ex-
                                 dividend date, and the denominator of which is
                                 the amount by which the Market Price for Nokia
                                 ADRs on the NYSE Trading Day preceding the
                                 ex-dividend date exceeds the Extraordinary ADR
                                 Dividend Amount. The "Extraordinary ADR
                                 Dividend Amount" with respect to an
                                 Extraordinary ADR Dividend shall equal (i) in
                                 the case of cash dividends or other
                                 distributions that constitute regular
                                 dividends, the amount per share of such
                                 Extraordinary ADR Dividend minus the amount
                                 per Nokia ADR of the immediately preceding
                                 non-Extraordinary ADR Dividend or (ii) in the
                                 case of cash dividends or other distributions
                                 that do not constitute regular dividends, the
                                 amount per Nokia of such Extraordinary ADR
                                 Dividend. To the extent an Extraordinary ADR
                                 Dividend is not paid in cash, the value of the
                                 non-cash component will be determined by the
                                 Calculation Agent, whose determination shall
                                 be conclusive. A distribution on Nokia ADRs
                                 described in


                                      A-9
<PAGE>


                                 clause (i) or clause (v) of paragraph 5 below
                                 that also constitutes an Extraordinary ADR
                                 Dividend shall cause an adjustment to the
                                 Exchange Factor pursuant only to clause (i) or
                                 clause (v) of paragraph 5, as applicable.

                                   4. If (i) Nokia issues rights or warrants to
                                 all holders of Nokia ordinary shares to
                                 subscribe for or purchase Nokia ordinary
                                 shares at an exercise price per share less
                                 than the market price of Nokia ordinary shares
                                 on both (a) the date the exercise price of
                                 such rights or warrants is determined and (b)
                                 the expiration date of such rights or warrants
                                 and (ii) if the expiration date of such rights
                                 or warrants precedes the maturity of the Reset
                                 PERQS, then to the extent that such rights or
                                 warrants are passed through to the holders of
                                 Nokia ADRs or the holders of Nokia ADRs
                                 receive cash or other property as a
                                 consequence of the issuance of such rights or
                                 warrants, the Calculation Agent will make a
                                 proportional adjustment to the Exchange
                                 Factor; provided, however, that if (and to the
                                 extent that) Nokia or the depositary for the
                                 Nokia ADRs has adjusted the number of Nokia
                                 ordinary shares represented by each Nokia ADR
                                 so that the price of such Nokia ADR would not
                                 be affected by the issuance of such rights or
                                 warrants, no adjustment of the Exchange Factor
                                 shall be made.

                                   5. If (i) there occurs any reclassification
                                 or change of Nokia ordinary shares, including,
                                 without limitation, as a result of the
                                 issuance of any tracking stock by Nokia, (ii)
                                 Nokia or any surviving entity or subsequent
                                 surviving entity of Nokia (a "Nokia
                                 Successor") has been subject to a merger,
                                 combination or consolidation and is not the
                                 surviving entity, (iii) any statutory exchange
                                 of securities of Nokia or any Nokia Successor
                                 with another corporation occurs (other than
                                 pursuant to clause (ii) above), (iv) Nokia is
                                 liquidated, (v) Nokia issues to all of its
                                 shareholders equity securities of an issuer
                                 other than Nokia (other than in a transaction
                                 described in clauses (ii), (iii) or (iv)
                                 above) (a "Spin-off Event") or (vi) a tender
                                 or exchange offer or going-private transaction
                                 is consummated for all the outstanding Nokia
                                 ordinary shares (any such event in clauses (i)
                                 through (vi) a "Reorganization Event"), the
                                 method of determining the


                                     A-10
<PAGE>


                                 amount payable upon exchange at maturity for
                                 this Reset PERQS shall be adjusted to provide
                                 that the holder of this Reset PERQS shall
                                 receive at maturity, in respect of each $
                                 principal amount of this Reset PERQS,
                                 securities, cash or any other assets
                                 distributed to holders of Nokia ADRs in or as
                                 a result of any such Reorganization Event,
                                 including (i) in the case of the issuance of
                                 tracking stock or a Spin-off Event, the Nokia
                                 ADRs with respect to which the tracking stock
                                 or spun-off security was issued and (ii) in
                                 the case of any other Reorganization Event
                                 where the Nokia ADRs continue to be held by
                                 the holders receiving such distribution, the
                                 Nokia ADRs (collectively, the "Exchange
                                 Property") in an amount with a value equal to
                                 the product of the final Exchange Ratio and
                                 the Transaction Value; provided, however, that
                                 if Nokia or the depositary for the Nokia ADRs
                                 has adjusted the Nokia ADRs so that they
                                 represent all of the Exchange Property, no
                                 adjustment to the method of calculating the
                                 Exchange Ratio or of determining the Maturity
                                 Price shall be made. In addition, following a
                                 Reorganization Event, the method of
                                 determining the Maturity Price will be
                                 adjusted so that the Maturity Price will mean
                                 the Transaction Value as of the second
                                 scheduled Exchange Trading Day immediately
                                 prior to maturity, and if the Reorganization
                                 Event occurs prior to the First Year
                                 Determination Date, the First Year Closing
                                 Price will mean the Transaction Value
                                 determined as of the First Year Determination
                                 Date. Notwithstanding the above, if the
                                 Exchange Property received in any such
                                 Reorganization Event by a holder of Nokia
                                 ADRs, consists only of cash, the maturity date
                                 of this Reset PERQS shall be deemed to be
                                 accelerated to the date on which such cash is
                                 distributed to holders of Nokia ADRs and the
                                 holders of this Reset PERQS shall receive in
                                 lieu of any Nokia ADRs and as liquidated
                                 damages in full satisfaction of the Issuer's
                                 obligations under this Reset PERQS the product
                                 of (i) the Transaction Value as of such date
                                 and (ii) the then current Exchange Ratio
                                 adjusted as if such date were the next to
                                 occur of either the First Year Determination
                                 Date or the second scheduled Exchange Trading
                                 Day prior to maturity. If Exchange Property
                                 consists of more than one type of property,
                                 the holder of this Reset PERQS shall receive
                                 at maturity a pro rata share of each such type
                                 of Exchange Property. If Exchange Property
                                 includes a cash


                                     A-11
<PAGE>


                                 component, the holder of this Reset PERQS
                                 shall not receive any interest accrued on such
                                 cash component. "Transaction Value" at any
                                 date means (i) for any cash received by a
                                 holder of Nokia ADRs in any such
                                 Reorganization Event, the amount of cash
                                 received per Nokia ADR, as adjusted by the
                                 Exchange Factor at the time of such
                                 Reorganization Event, (ii) for any property
                                 other than cash or securities received by a
                                 holder of Nokia ADRs in any such
                                 Reorganization Event, the market value, as
                                 determined by the Calculation Agent, as of the
                                 date of receipt, of such Exchange Property
                                 received for each Nokia ADR, as adjusted by
                                 the Exchange Factor at the time of such
                                 Reorganization Event and (iii) for any
                                 security received in any such Reorganization
                                 Event, an amount equal to the Market Price of
                                 such security, as of the date on which the
                                 Transaction Value is determined, per share of
                                 such security multiplied by the quantity of
                                 such security received for each Nokia ADR, as
                                 adjusted by the Exchange Factor at the time of
                                 such Reorganization Event. In the event
                                 Exchange Property consists of securities,
                                 those securities will, in turn, be subject to
                                 the antidilution adjustments set forth in
                                 paragraphs 1 through 5.

                                 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.

                                 In the event that Nokia or the depositary for
                                 the Nokia ADRs elect, in the absence of any of
                                 the events described above, to change the
                                 number of ordinary shares that are represented
                                 by each Nokia ADR, the Exchange Factor on


                                     A-12
<PAGE>


                                 any NYSE Trading Day after the change becomes
                                 effective will be proportionately adjusted.

                                 No adjustments to the Exchange Factor will be
                                 required unless such adjustment would require
                                 a change of at least 0.1% in the Exchange
                                 Factor then in effect. The Exchange Factor
                                 resulting from any of the adjustments
                                 specified above will be rounded to the nearest
                                 one hundred-thousandth with five
                                 one-millionths being rounded upward.

                                 The Calculation Agent is not required to make
                                 any adjustments to the Exchange Factor or
                                 method of calculating the Exchange Ratio other
                                 than those specified above. However, the
                                 Issuer may, at its sole discretion, cause the
                                 Calculation Agent to make additional changes
                                 to the Exchange Factor or the method of
                                 calculating the Exchange Ratio upon the
                                 occurrence of corporate or other similar
                                 events that could potentially affect market
                                 prices of, or shareholders' rights in, the
                                 Nokia ADRs (or other Exchange Property) but
                                 only to reflect such changes, and not with the
                                 aim of changing relative investment risk.

                                 Notwithstanding the foregoing, the amount
                                 payable by the Issuer at maturity with respect
                                 to this Reset PERQS, determined as of the
                                 second scheduled Exchange Trading Day prior to
                                 maturity, shall not under any circumstances
                                 exceed an amount of Nokia ADRs having a market
                                 value of $       as of such second scheduled
                                 Exchange Trading Day.

                                 The Calculation Agent shall be solely
                                 responsible for the determination and
                                 calculation of any adjustments to the Exchange
                                 Factor or method of calculating the Exchange
                                 Ratio 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 paragraph 5
                                 above, and its determinations and calculations
                                 with respect thereto shall be conclusive in
                                 the absence of manifest error.

                                 The Calculation Agent will provide information
                                 as to any adjustments to the Exchange Factor
                                 or method of


                                     A-13
<PAGE>


                                 calculating the Exchange Ratio upon written
                                 request by the holder of this Reset PERQS.

Market Disruption Event.......   "Market Disruption Event" means, with respect
                                 to Nokia ADRs (or, if applicable, the Nokia
                                 ordinary shares):

                                    (i) a suspension, absence or material
                                    limitation of trading of Nokia ADRs or
                                    Nokia ordinary shares on the primary
                                    market for Nokia ADRs or Nokia ordinary
                                    shares 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 Nokia ADRs or Nokia ordinary
                                    shares as a result of which the reported
                                    trading prices for Nokia ADRs or Nokia
                                    ordinary shares during the last one-half
                                    hour preceding the closing of the
                                    principal trading session in such market
                                    are materially inaccurate; or the
                                    suspension, absence or material limitation
                                    on the primary market for trading in
                                    options contracts related to Nokia ADRs or
                                    Nokia ordinary shares, 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     %
                                    Reset PERQS Due February   , 2003
                                    (Mandatorily Exchangeable for American
                                    Depositary Receipts Representing Ordinary
                                    Shares of Nokia Corporation.

                                 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 option contract shall not
                                 constitute a Market


                                     A-14
<PAGE>


                                 Disruption Event, (3) limitations pursuant to
                                 NYSE Rule 80A (or any applicable rule or
                                 regulation enacted or promulgated by the NYSE,
                                 any other United States self-regulatory
                                 organization, the Securities and Exchange
                                 Commission, the Helsinki Stock Exchange or
                                 other relevant authority that is of similar
                                 scope to 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 an options contract on Nokia ADRs
                                 or Nokia ordinary shares 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 will constitute a suspension,
                                 absence or material limitation of trading in
                                 options contracts related to Nokia ADRs or
                                 Nokia ordinary shares and (5) a suspension,
                                 absence or material limitation of trading on
                                 the primary securities market on which options
                                 contracts related to Nokia ADRs or Nokia
                                 ordinary shares are traded shall not include
                                 any time when such securities market is itself
                                 closed for trading under ordinary
                                 circumstances.

Treatment of Reset PERQS for
United States Federal
Income Tax Purposes...........   The Issuer, by its sale of this Reset PERQS,
                                 and the holders of this Reset PERQS (and any
                                 successor holder of this Reset PERQS), by its
                                 respective purchase thereof, agree (in the
                                 absence of an administrative determination
                                 or judicial ruling to the contrary) to
                                 characterize this Reset PERQS for all tax
                                 purposes as an investment unit consisting of
                                 (i) a deposit with the Issuer of an amount of
                                 cash, equal to the Issue Price, to secure the
                                 holder's obligation to purchase the Nokia
                                 ADRs (the "Deposit"), which Deposit provides
                                 for quarterly interest payments at a rate of
                                    % per annum, and (ii) a contract (the
                                 "Forward Contract") that requires the holder
                                 of this Reset PERQS to purchase, and the
                                 Issuer to sell, for an amount equal to $
                                 (the "Forward Price"), the Nokia  ADRs at
                                 maturity (or, alternatively, upon an earlier
                                 redemption of this Reset PERQS).


                                     A-15
<PAGE>


     Morgan Stanley Dean Witter & Co., 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 Nokia ADRs (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, Australian dollars or euro, 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


                                     A-16
<PAGE>


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

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

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


                                     A-17
<PAGE>


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

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

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


                                     A-18
<PAGE>


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

DATED:                                  MORGAN STANLEY DEAN WITTER & CO.


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

TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK,
  as Trustee


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


                                     A-19
<PAGE>


                              REVERSE OF SECURITY

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

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

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption. If
this Note is subject to "Annual Redemption Percentage Reduction," the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption. Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 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


                                     A-20
<PAGE>


accrued and unpaid hereon to the date of repayment. 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 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, 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


                                     A-21
<PAGE>


transfers of such Specified Currency published by the Federal Reserve Bank of
New York (the "Market Exchange Rate") on the Business Day immediately preceding
the date of issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
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
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 principal amount of the debt
securities of each affected series (voting as a single class) 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 or
insolvency of the Issuer, shall have occurred


                                     A-22
<PAGE>


and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all debt securities issued under the Senior Indenture then
outstanding (treated as one class) 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
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," then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.

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


                                     A-23
<PAGE>


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 (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty"). Any payment made under such circumstances in
U.S. dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.

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

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

     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The 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


                                     A-24
<PAGE>


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.

     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.

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


                                     A-25
<PAGE>


                                 ABBREVIATIONS

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

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


      UNIF GIFT MIN ACT - _________________ Custodian__________________________
                               (Minor)                        (Cust)


      Under Uniform Gifts to Minors Act________________________
                                               (State)

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

                                   ---------




                                     A-26
<PAGE>


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


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

_______________________________________________________________________________

_______________________________________________________________________________

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

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



Dated:__________________

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




                                     A-27
<PAGE>


                           OPTION TO ELECT REPAYMENT

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

_______________________________________________________________________________

_______________________________________________________________________________

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


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


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


                                     A-28