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                                                                     EXHIBIT 4.1

REGISTERED                             REGISTERED
NO. FXR                                PHARMACEUTICAL BOXES:
                                       CUSIP:  61744Y520

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), 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 in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            Unless and until it is exchanged in whole or in part for Securities
in a definitive registered form, this certificate may not be transferred except
as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.

                        MORGAN STANLEY DEAN WITTER & CO.
             PHARMACEUTICAL BASKET OPPORTUNITY EXCHANGEABLE SECURITY
                              DUE OCTOBER 30, 2031

            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, an amount of cash equal
to the Cash Settlement Value, as determined in accordance with the provisions
set forth under "Cash Settlement Value Payable at Maturity or upon Exchange or
Issuer Redemption" on the reverse hereof, due with respect to each
Pharmaceutical BOXES evidenced hereby on the Maturity Date specified on the
reverse hereof (except to the extent redeemed or exchanged prior to the Maturity
Date) and to pay interest thereon as specified under "Interest Rate" on the
reverse hereof, from and including the relevant Calculation Commencement Date
until such Cash Settlement Value is paid or duly made available for payment,
quarterly in arrears on each Interest Payment Date, commencing on the Interest
Payment Date following the Original Issue Date, and on any Early Redemption Date
or Exchange Date. The interest so payable on any Interest Payment Date shall be
paid to the person in whose name this Registered Global Security (or one or more
predecessor Registered Global Securities) is registered at the close of business
on the Record Date immediately preceding such Interest Payment Date.

            Payment of the Cash Settlement Value of each of the Pharmaceutical
BOXES represented by this Registered Global Security and the interest due at
maturity (or on any Early Redemption Date or Exchange Date) shall be made in
immediately available funds upon surrender of this Registered Global Security at
the office or agency of the Issuer, 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 (the "Paying Agent"), in U.S. dollars. Payments of interest, other
than interest due at maturity (or on any Early Redemption Date or Exchange
Date), shall be


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made by U.S. dollar check mailed to the address of the person entitled thereto
as such address shall appear in the Registered Global Security register. A
Holder of Pharmaceutical BOXES or more shall be entitled to receive payments of
interest, other than interest due at maturity (or on any Early Redemption Date
or Exchange Date), 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.

            Reference is hereby made to the further provisions of this
Registered Global Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place. Capitalized terms used herein have the meanings specified on the reverse
hereof. Capitalized terms defined in the Senior Indenture (as defined on the
reverse hereof) and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.

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




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            IN WITNESS WHEREOF, the Issuer has caused this Registered Global
Security to be duly executed.

DATED:  November 26, 2001              MORGAN STANLEY DEAN WITTER & CO.


                                       By:
                                          --------------------------------------
                                          Name:  Alexander C. Frank
                                          Title:  Treasurer

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

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

JPMORGAN CHASE BANK,
  as Trustee


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






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                               REVERSE OF SECURITY

            This Registered Global Security is one of the duly authorized debt
securities of the Issuer (the "Securities" and, individually, a "Security")
issued or to be issued under and pursuant to an Amended and Restated Senior
Indenture dated as of May 1, 1999, as supplemented by a First Supplemental
Senior Indenture, dated as of September 15, 2000, each between the Issuer and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(the "Trustee," which term includes any successor Trustee under the Senior
Indenture) (as it 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
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. To the extent not inconsistent herewith, the terms
of the Senior Indenture are hereby incorporated by reference herein. This
security is a Registered Global Security of a series of Securities designated as
the Pharmaceutical Basket Opportunity Exchangeable Securities due October 30,
2031 of the Issuer (the "Pharmaceutical BOXES"). The aggregate number of
Pharmaceutical BOXES which may be authenticated and delivered under the Senior
Indenture is initially limited to , except for Pharmaceutical BOXES
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Pharmaceutical BOXES pursuant to Sections 2.08, 2.09,
2.11 or 8.05 of the Senior Indenture; PROVIDED, however, that the Issuer may
"reopen" the series of Pharmaceutical BOXES and issue additional securities of
that series. REFERENCES TO "EACH PHARMACEUTICAL BOXES" OR ANY SIMILAR PHRASE
DENOTING A SINGULAR PHARMACEUTICAL BOXES SHALL BE DEEMED TO REFER TO A SINGLE
PHARMACEUTICAL BOXES REPRESENTING THE RIGHT TO RECEIVE THE CASH SETTLEMENT VALUE
(AS DEFINED HEREIN) ON THE MATURITY DATE OR ON ANY EXCHANGE DATE OR EARLY
REDEMPTION DATE.

            The Pharmaceutical BOXES shall not be subject to any sinking fund
and shall not be redeemable at the option of the Issuer or repayable at the
option of the Holder prior to maturity, except as described below.

            The following additional provisions shall apply to the
Pharmaceutical BOXES:

Maturity Date...................   October 30, 2031.

Original Issue Date.............   November 26, 2001.

Business Day....................   Any day except Saturday, Sunday and any day
                                   that is in The City of New York a legal
                                   holiday or a day on which banking
                                   institutions or securities exchanges are
                                   authorized or required by law or other
                                   governmental action to close.

Trading Day.....................   A day on which securities are traded on each
                                   of the principal U.S. securities exchanges or
                                   trading systems on which the Underlying
                                   Stocks are then listed or quoted.


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Underlying Stocks...............   The securities, whether common stocks or
                                   American Depositary Receipts ("ADRs"),
                                   included in the DGE Index or a Successor
                                   Index established pursuant to the terms
                                   hereof, as adjusted from time to time.

DGE Index.......................   The AMEX Equal Weighted Pharmaceutical Index
                                   as published by The American Stock Exchange
                                   LLC (the "American Stock Exchange").

Exchange Notice Date............   Beginning December 26, 2001, any Trading Day
                                   on which a Holder delivers a valid and duly
                                   completed official Notice of Exchange, as
                                   described under "Exchange Right," to the
                                   Issuer (which must be acknowledged by the
                                   Issuer), except that no Exchange Notice Date
                                   may occur on or after the sixth Trading Day
                                   prior to the Maturity Date or an Early
                                   Redemption Date.

Exchange Date...................   The date on which the exercise of a Holder's
                                   Exchange Right is settled. The Exchange Date
                                   shall be the regular way settlement date for
                                   securities transactions occurring on the
                                   Exchange Notice Date, but it may be later
                                   than such date if: (i) the Holder fails
                                   timely to deliver its Pharmaceutical BOXES to
                                   the Trustee or to fulfill the conditions of
                                   its exchange in accordance with "Exchange
                                   Right" below; or (ii) in certain
                                   circumstances, a Market Disruption Event has
                                   occurred. See "Determination Date," "Exchange
                                   Right" and "Market Disruption Event" below.

Cash Settlement Value Payable at
Maturity or upon Exchange or
Issuer Redemption...............   Each Pharmaceutical BOXES is exchangeable on
                                   the Maturity Date, an Early Redemption Date
                                   or any Exchange Date, as applicable, for an
                                   amount of cash equal to the sum of the
                                   Exchange Values of each of the Underlying
                                   Stocks, determined by the Calculation Agent
                                   on the appropriate Determination Date.

Exchange Value..................   The Exchange Value for each Underlying Stock
                                   shall be calculated by the Calculation Agent
                                   by multiplying (a) the Underlying Stock's
                                   Exchange Ratio by (b) the Underlying Stock's
                                   Market Price on the applicable Determination
                                   Date.

Determination Date..............   The date on which the Exchange Value is
                                   calculated in accordance with the following
                                   four paragraphs.

                                   For purposes of calculating the Cash
                                   Settlement Value


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                                   payable on the Maturity Date, the Exchange
                                   Value for an Underlying Stock shall be
                                   calculated on the sixth Trading Day
                                   immediately prior to the Maturity Date,
                                   unless there is a Market Disruption Event
                                   with respect to such Underlying Stock on such
                                   date.

                                   For purposes of calculating the Cash
                                   Settlement Value payable on any Early
                                   Redemption Date, the Exchange Value for an
                                   Underlying Stock shall be calculated on the
                                   sixth Trading Day immediately prior to the
                                   Early Redemption Date, unless there is a
                                   Market Disruption Event with respect to such
                                   Underlying Stock on such date.

                                   For purposes of calculating the Cash
                                   Settlement Value payable on any Exchange
                                   Date, the Exchange Value for an Underlying
                                   Stock shall be calculated on the Exchange
                                   Notice Date, unless there is a Market
                                   Disruption Event with respect to such
                                   Underlying Stock on such date.

                                   If a Market Disruption Event occurs with
                                   respect to an Underlying Stock on the day its
                                   Exchange Value is scheduled to be calculated
                                   for purposes of determining the Cash
                                   Settlement Value payable, the Determination
                                   Date shall be the immediately succeeding
                                   Trading Day on which no Market Disruption
                                   Event has occurred with respect to such
                                   Underlying Stock. The Determination Date for
                                   any Underlying Stock, however, shall be no
                                   later than (i) the second Trading Day
                                   preceding the Maturity Date; (ii) the second
                                   Trading Day preceding the Early Redemption
                                   Date; or (iii) the third Trading Day
                                   following an Exchange Notice Date, as the
                                   case may be. If a Market Disruption Event
                                   occurs on the date specified in clause (i),
                                   (ii) or (iii) of the preceding sentence with
                                   respect to any Underlying Stock for which the
                                   Exchange Value has not previously been
                                   determined, then the Exchange Value of such
                                   Underlying Stock shall be calculated on such
                                   date using the Market Price determined by the
                                   Calculation Agent as described below under
                                   "Market Price."

                                   No adjustment to any Exchange Ratio or the
                                   Cash Settlement Value payable by the Issuer
                                   for each Pharmaceutical BOXES on the Maturity
                                   Date, Early Redemption Date, Exchange Date,
                                   or the appropriate settlement date in the
                                   case of a Market Disruption Event, as
                                   applicable, shall be made as a result of any
                                   corporate event occurring after the close of
                                   business on the


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                                   applicable Determination Date.

Minimum Denominations...........   100 Pharmaceutical BOXES and integral
                                   multiples thereof.

Interest Payment Dates..........   The 30th day of each March, June, September
                                   and December, commencing on December 30,
                                   2001, and the Maturity Date, or if any such
                                   day is not a Business Day, the immediately
                                   following Business Day. Interest Payment
                                   Dates are subject to adjustment in certain
                                   circumstances relating to the early
                                   redemption of the BOXES. See "Issuer
                                   Redemption Right" below.

Record Dates....................   Either the 15th day of the month following
                                   the applicable Quarterly Calculation Period
                                   or an Early Redemption Date, in the case of
                                   base coupon amounts; the 15th day of November
                                   following the relevant Annual Calculation
                                   Period, in the case of supplemental coupon
                                   amounts; or the Maturity Date in the case of
                                   base and supplemental coupon amounts payable
                                   at maturity, whether or not any such day is a
                                   Business Day.

Interest Rate ..................   The Issuer shall pay interest on each
                                   Pharmaceutical BOXES, as follows:

                                       (i) The Issuer shall pay, for each
                                       Pharmaceutical BOXES, a base coupon
                                       quarterly on each Interest Payment Date,
                                       commencing on the Interest Payment Date
                                       occurring in March 2002. The quarterly
                                       base coupon per Pharmaceutical BOXES
                                       shall equal the sum of (a) each cash
                                       dividend or cash distribution other than
                                       dividends or distributions described in
                                       clause (b) below, if any, on any
                                       Underlying Stock at its respective
                                       Exchange Ratio and for which the
                                       "ex-dividend" date has occurred during
                                       the related Quarterly Calculation Period;
                                       and (b) each Extraordinary Dividend, if
                                       any, paid on any Underlying Stock, at its
                                       respective Exchange Ratio, during such
                                       Quarterly Calculation Period; PROVIDED
                                       that the base coupon shall not include
                                       any dividends or distributions referred
                                       to in clause (a) or (b) above whose value
                                       the American Stock Exchange or any
                                       successor publisher of the DGE Index or a
                                       Successor Index incorporates into the DGE
                                       Index or a Successor Index. Except as
                                       otherwise provided in the last paragraph
                                       of this subsection, cash dividends or
                                       other cash distributions on an Underlying
                                       Stock shall be considered to have accrued
                                       for purposes of


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                                   calculating base coupon amounts as of the
                                   "ex-dividend" date (in the case of cash
                                   dividends and distributions referred to in
                                   clause (a) above) or the date the dividend or
                                   distribution is paid (in the case of
                                   dividends and distributions referred to in
                                   clause (b) above). The quarterly base coupon
                                   shall be reduced by withholding taxes that
                                   would be imposed on those cash amounts, with
                                   respect to Underlying Stocks of non-U.S.
                                   issuers, if paid to a U.S. portfolio investor
                                   and any foreign currency conversion fees or
                                   other similar amounts that would be deducted
                                   from cash amounts if paid to a U.S. portfolio
                                   investor. The "ex-dividend" date for an
                                   Underlying Stock is the date on and after
                                   which transactions in that Underlying Stock
                                   on an organized securities exchange or
                                   trading system no longer carry the right to
                                   receive a dividend or distribution.

                                   Accrued but unpaid base coupon amounts are
                                   also payable by the Issuer upon the Holder's
                                   exercise of its exchange right, upon any
                                   Issuer redemption of the Pharmaceutical BOXES
                                   and at maturity of the Pharmaceutical BOXES.
                                   The base coupon amounts the Holder shall
                                   receive upon exchange shall be calculated up
                                   to and including the Exchange Notice Date or
                                   up to but excluding the sixth Trading Day
                                   prior to the Early Redemption Date or
                                   Maturity Date, as the case may be.

                                   The commencement dates (the "Calculation
                                   Commencement Dates") for the Quarterly
                                   Calculation Periods for base coupons shall be
                                   the 30th day of January, April, July and
                                   October, PROVIDED that the Calculation
                                   Commencement Date for the initial Quarterly
                                   Calculation Period shall be the Original
                                   Issue Date. Base coupon amounts shall be
                                   calculated by the Calculation Agent from, and
                                   including, one Calculation Commencement Date
                                   to, but excluding, the next Calculation
                                   Commencement Date (a "Quarterly Calculation
                                   Period"). The Interest Payment Date related
                                   to each Quarterly Calculation Period shall be
                                   either the Interest Payment Date that is two
                                   months following the last day of such
                                   Quarterly Calculation Period or, with respect
                                   to the final Quarterly Calculation Period,
                                   the Maturity Date or the Early Redemption
                                   Date, as applicable. The Calculation Agent
                                   shall notify the


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                                   Trustee and DTC, on which notice the Trustee
                                   and DTC may conclusively rely, of the base
                                   coupon amounts payable per each
                                   Pharmaceutical BOXES on or before the second
                                   Trading Day immediately following the last
                                   day of the applicable Quarterly Calculation
                                   Period, and base coupon amounts shall be paid
                                   to Holders of record on the applicable Record
                                   Date.

                                   "Extraordinary Dividend" shall mean (x) the
                                   full amount per share of any cash dividend or
                                   other cash distribution that is identified as
                                   an extraordinary or special dividend or
                                   distribution by the issuer of the relevant
                                   Underlying Stock, or in the case of
                                   Underlying Stocks in the form of ADRs, the
                                   issuer of the stock evidenced by the ADR,
                                   including, regardless of whether identified
                                   by such issuer as extraordinary or special,
                                   any cash dividends or cash amounts paid on an
                                   Underlying Stock as a result of a merger,
                                   reorganization or other corporate event
                                   involving an issuer of the Underlying Stock;
                                   (y) any cash dividend or other cash
                                   distribution with respect to an Underlying
                                   Stock that exceeds the immediately preceding
                                   non-extraordinary cash dividend for that
                                   Underlying Stock by an amount equal to at
                                   least 1% of the closing price of the
                                   Underlying Stock on the Trading Day preceding
                                   the "ex-dividend" date for the payment of
                                   such cash dividend or other cash
                                   distribution; or (z) the cash value of any
                                   non-cash dividend or distribution on an
                                   Underlying Stock.

                                   The cash value of a non-cash dividend or
                                   distribution (or any portion of a non-cash
                                   dividend or distribution) that is paid in
                                   Marketable Securities shall be an amount
                                   equal to the Market Price of those Marketable
                                   Securities on the Trading Day immediately
                                   following the day on which the non-cash
                                   distribution is paid times the number of
                                   shares or notes of those Marketable
                                   Securities paid per units of the relevant
                                   Underlying Stock. The cash value of a
                                   non-cash dividend or distribution (or any
                                   portion of a non-cash dividend or
                                   distribution) that is not paid in Marketable
                                   Securities shall be an amount equal to the
                                   market value of such non-cash dividend or
                                   distribution per share of the relevant
                                   Underlying Stock on the date on which such
                                   dividend or distribution is paid, as
                                   determined by a nationally


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                                   recognized independent investment bank the
                                   Calculation Agent retains for such purpose,
                                   whose determination shall be final.

                                   "Marketable Securities" are any perpetual
                                   equity securities that are listed on a U.S.
                                   national securities exchange or reported by
                                   the Nasdaq National Market.

                                   Base coupon amounts shall accrue on the
                                   Pharmaceutical BOXES with respect to an
                                   Underlying Stock only if the Underlying Stock
                                   was included in the DGE Index on or prior to
                                   the Record Date for the related cash dividend
                                   or other cash payment on the Underlying
                                   Stock. Base coupon amounts payable in respect
                                   of each Pharmaceutical BOXES shall be
                                   calculated on the basis of the cash dividends
                                   paid in respect of each share of Underlying
                                   Stock, or in the case of Underlying Stocks in
                                   the form of ADRs, each ADR represented by
                                   such Pharmaceutical BOXES, based on the
                                   applicable Exchange Ratios on the day prior
                                   to the ex-dividend date for such dividend.
                                   Holders shall not receive any non-cash
                                   dividends or distributions on any Underlying
                                   Stock.

                              (ii) On the Interest Payment Date occurring in
                                   December of each year, commencing December
                                   2002, the Issuer shall also pay an annual
                                   supplemental coupon on each Pharmaceutical
                                   BOXES, which shall accrue at an annual rate
                                   of 0.05% of the lesser of one thirtieth of
                                   the Closing Value of the DGE Index on
                                   November 20, 2001 and one thirtieth of the
                                   average closing value of the DGE Index during
                                   the preceding Annual Calculation Period. For
                                   purposes of calculating the annual
                                   supplemental coupon, the average closing
                                   value of the DGE Index during the preceding
                                   Annual Calculation Period shall equal the sum
                                   of the Closing Values of the DGE Index on
                                   each Trading Day in such Annual Calculation
                                   Period divided by the number of Trading Days
                                   in such Annual Calculation Period. The
                                   fraction used in calculating supplemental
                                   coupon amounts (the "Supplemental Coupon
                                   Fraction"), initially one thirtieth, is
                                   subject to adjustment as described under
                                   "Adjustments to the Pharmaceutical BOXES"
                                   hereunder. Each annual calculation period (an
                                   "Annual Calculation Period") shall commence
                                   on


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                                   and include the 30th day of each October and
                                   extend to, but exclude, the 30th day of the
                                   following October (except that the first
                                   Annual Calculation Period shall commence on
                                   and include the Original Issue Date and the
                                   final Annual Calculation Period shall extend
                                   to, but exclude, the 15th day prior to the
                                   Maturity Date or (except as provided below
                                   under "Alternate Exchange Calculation in Case
                                   of an Event of Default") the date of
                                   acceleration, as the case may be). The
                                   Calculation Agent shall notify the Trustee
                                   and DTC, on which notice the Trustee and DTC
                                   may conclusively rely, of the annual
                                   supplemental coupon amount payable per each
                                   Pharmaceutical BOXES on or before the second
                                   Trading Day immediately following the last
                                   day of the applicable Annual Calculation
                                   Period, and annual supplemental coupons shall
                                   be paid to Holders of record on the Record
                                   Date following the relevant Annual
                                   Calculation Period or, in the case of the
                                   annual supplemental coupon payable at
                                   maturity or upon acceleration, Holders of
                                   record on the Maturity Date or the date of
                                   acceleration, as the case may be.

                                   Annual supplemental coupons shall accrue on
                                   the basis of a 360-day year consisting of
                                   twelve 30-day months. Accrued but unpaid
                                   supplemental coupon amounts shall be payable
                                   by the Issuer on the Maturity Date but not
                                   upon a Holder's exercise of its Exchange
                                   Right or the Issuer's exercise of its Issuer
                                   Redemption Right. Accrued but unpaid
                                   supplemental coupon amounts paid on the
                                   Maturity Date shall be accrued through the
                                   Trading Day immediately prior to the Maturity
                                   Date.

Early Redemption Notice Date....   The date, if any, on which the Issuer
                                   exercises its Issuer Redemption Right with
                                   respect to the Pharmaceutical BOXES, as
                                   described under "Issuer Redemption Right" and
                                   "Discontinuance of the DGE Index; Successor
                                   Index; Issuer Redemption Right" hereunder.

Closing Value...................   The closing value of the DGE Index or any
                                   Successor Index as reported by the American
                                   Stock Exchange or another entity publishing a
                                   Successor Index on a specified date.

Exchange Right..................   Beginning December 26, 2001, a Holder of
                                   Pharmaceutical BOXES may, subject to the
                                   Minimum Exchange Amount, exchange each
                                   Pharmaceutical


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                                   BOXES held by it for its Cash Settlement
                                   Value, plus accrued but unpaid base coupon
                                   amounts up to and including the applicable
                                   Exchange Notice Date, by taking the following
                                   steps through normal clearing system
                                   channels: (i) duly complete an Official
                                   Notice of Exchange, attached as Annex A
                                   hereto; (ii) deliver such Official Notice of
                                   Exchange to the Issuer (which must be
                                   acknowledged by the Issuer) before 12:00 p.m.
                                   (New York City time) on any Trading Day
                                   before the sixth Trading Day prior to the
                                   Maturity Date or an Early Redemption Date;
                                   and (iii) transfer the Pharmaceutical BOXES
                                   to be exchanged to the Trustee on the
                                   Issuer's behalf on or prior to 10:00 a.m.
                                   (New York City time) on the Exchange Date.

                                   If an Official Notice of Exchange is received
                                   by the Issuer after 12:00 p.m. (New York City
                                   time) on any Trading Day or on any day that
                                   is not a Trading Day, such notice shall not
                                   be effective, and a new Official Notice of
                                   Exchange must be validly submitted in order
                                   for a Holder of Pharmaceutical BOXES to
                                   exercise its Exchange Right on any future
                                   Trading Day.

                                   Subject to the Holder's proper instruction as
                                   aforesaid, the Issuer shall, on the Exchange
                                   Date, deliver the Cash Settlement Value for
                                   each Pharmaceutical BOXES exchanged, plus
                                   accrued but unpaid base coupon amounts, to
                                   the Trustee for payment to the Holder for
                                   regular way settlement through the facilities
                                   of The Depository Trust Company, or any
                                   successor depositary ("DTC"), unless there is
                                   a Market Disruption Event with respect to any
                                   of the Underlying Stocks on the Exchange
                                   Notice Date on which the Holder delivered a
                                   duly completed Official Notice of Exchange
                                   acknowledged by the Issuer (and, so long as
                                   the regular way settlement date is three
                                   Trading Days after such Exchange Notice Date,
                                   a Market Disruption Event occurs or is
                                   continuing with respect to such Underlying
                                   Stock(s) on the Trading Day following the
                                   Exchange Notice Date).

                                   If there is no such Market Disruption Event
                                   with respect to any of the Underlying Stocks
                                   on such Exchange Notice Date, prior to 11:00
                                   a.m. on the first Business Day immediately
                                   succeeding such Exchange Notice Date, the
                                   Issuer shall cause the Calculation Agent to
                                   provide written notice to the Trustee and DTC
                                   at their respective New York offices, on
                                   which notice the Trustee and DTC


                                      A-12
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                                   may conclusively rely, (i) of its receipt of
                                   any such "Official Notice of Exchange"; and
                                   (ii) of the total amount of cash to be paid,
                                   equaling the product of such Cash Settlement
                                   Value plus accrued but unpaid base coupon
                                   amounts and the total number of
                                   Pharmaceutical BOXES to be exchanged.

                                   If there is such a Market Disruption Event,
                                   settlement shall occur on the later of (i)
                                   the regular way settlement date; and (ii) the
                                   second Trading Day after the last
                                   Determination Date on which the Calculation
                                   Agent determines the Cash Settlement Value of
                                   each Pharmaceutical BOXES to be exchanged and
                                   the foregoing notice to the Trustee and DTC
                                   will be given prior to 11:00 a.m. on the
                                   first Business Day preceding such settlement.
                                   In no event shall settlement occur later than
                                   the fifth Trading Day following the Exchange
                                   Notice Date.

                                   If a Holder of Pharmaceutical BOXES tenders
                                   its Pharmaceutical BOXES for exchange
                                   pursuant to its Exchange Right, the Issuer
                                   shall be entitled to request that Morgan
                                   Stanley & Co. Incorporated or its successor
                                   ("MS & Co.") purchase the Pharmaceutical
                                   BOXES to be exchanged in consideration of,
                                   for each Pharmaceutical BOXES exchanged, an
                                   amount of cash equal to the Cash Settlement
                                   Value that would otherwise have been payable
                                   by the Issuer on the Exchange Date, plus
                                   accrued but unpaid base coupon amounts as
                                   described under "Interest Rate" above. MS &
                                   Co.'s agreement to purchase the tendered
                                   Pharmaceutical BOXES shall be without
                                   prejudice to the Holder's right to proceed
                                   against the Issuer upon any failure by MS &
                                   Co. to settle the purchase when due. Any
                                   Pharmaceutical BOXES purchased by MS & Co.
                                   shall remain outstanding.

                                   If the Exchange Date for the exchange of a
                                   Holder's Pharmaceutical BOXES is after the
                                   conclusion of a Quarterly Calculation Period
                                   and prior to the ex-interest date for the
                                   Interest Payment Date relating to such
                                   Quarterly Calculation Period, on the Exchange
                                   Date the Holder shall be entitled to base
                                   coupon amounts that have accrued from, and
                                   including, the Calculation Commencement Date
                                   of such Quarterly Calculation Period to, and
                                   including, the applicable Exchange Notice
                                   Date. The "ex-interest" date for any Interest
                                   Payment Date is the date on which purchase
                                   transactions in the Pharmaceutical BOXES no
                                   longer carry the right to


                                      A-13
<Page>

                                   receive the interest payable on such Interest
                                   Payment Date.

                                   If the Exchange Date for the exchange of a
                                   Holder's Pharmaceutical BOXES is on or after
                                   the "ex-interest" date for an Interest
                                   Payment Date and prior to such Interest
                                   Payment Date, on such Exchange Date a Holder
                                   shall only be entitled to its Cash Settlement
                                   Value plus any base coupon amounts that have
                                   accrued from but excluding the last day of
                                   the Quarterly Calculation Period relating to
                                   such Interest Payment Date to and including
                                   the Exchange Notice Date. For avoidance of
                                   doubt, such Holder shall be entitled to any
                                   base coupon amounts that have accrued during
                                   the Quarterly Calculation Period relating to
                                   such Interest Payment Date on such Interest
                                   Payment Date.

Minimum Exchange Amount.........   In order to exercise its Exchange Right, a
                                   Holder of Pharmaceutical BOXES must exchange
                                   at least 30,000 Pharmaceutical BOXES, or
                                   multiples of 100 in excess thereof.  The
                                   Minimum Exchange Amount shall not apply so
                                   long as a Credit Exchange Event has occurred
                                   and is continuing.

Issuer Redemption Right.........   On or after November 26, 2008 (the "Initial
                                   Redemption Date") or earlier if the DGE Index
                                   is discontinued or suspended and there is no
                                   appropriate Successor Index as described
                                   under "Discontinuance of the DGE Index;
                                   Successor Index; Issuer Redemption Right,"
                                   upon at least 30 but not more than 60 days'
                                   notice to Holders of the Pharmaceutical
                                   BOXES, the Issuer may call the Pharmaceutical
                                   BOXES in whole but not in part for mandatory
                                   exchange. If the Pharmaceutical BOXES are so
                                   called by the Issuer, then, unless the Holder
                                   subsequently exercises its Exchange Right
                                   prior to the sixth Trading Day immediately
                                   preceding the date fixed by the Issuer and
                                   set forth in the Early Redemption Notice for
                                   settlement of the redemption (the "Early
                                   Redemption Date"), Cash Settlement Value for
                                   each Pharmaceutical BOXES so called plus
                                   accrued but unpaid base coupon amounts to,
                                   but excluding, the sixth Trading Day prior to
                                   the Early Redemption Date shall be paid to
                                   Holders on the Early Redemption Date, upon
                                   delivery of such Holder's Pharmaceutical
                                   BOXES to the Trustee. The Issuer shall, or
                                   shall cause MS & Co., to deliver such Cash
                                   Settlement Value for each Pharmaceutical
                                   BOXES so called and such base coupon amounts
                                   to the Trustee on


                                      A-14
<Page>

                                   the Early Redemption Date for payment to such
                                   Holder.

                                   On the Early Redemption Notice Date, the
                                   Issuer shall give notice (the "Early
                                   Redemption Notice") of its exercise of the
                                   Issuer Redemption Right (i) to the Holders of
                                   the Pharmaceutical BOXES by mailing notice of
                                   such exercise by first class mail, postage
                                   prepaid, at least 30 days and not more than
                                   60 days prior to the Early Redemption Date at
                                   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 DTC in accordance with
                                   the applicable procedures set forth in the
                                   Letter of Representations related to the
                                   Pharmaceutical BOXES. Any notice which is
                                   mailed in the manner herein provided shall be
                                   conclusively presumed to have been duly
                                   given, whether or not a Holder of
                                   Pharmaceutical BOXES receives the notice.
                                   Failure to give notice by mail, or any defect
                                   in the notice to a Holder of Pharmaceutical
                                   BOXES, shall not affect the validity of the
                                   proceedings for the exercise of the Issuer
                                   Redemption Right with respect to any other
                                   Pharmaceutical BOXES.

                                   The Early Redemption Notice 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 and shall specify (i) the Early
                                   Redemption Date; (ii) the place or places of
                                   payment of Cash Settlement Value, and, if
                                   applicable, of any accrued but unpaid base
                                   coupon amounts as described under "Interest
                                   Rate" above, payable by the Issuer for each
                                   Pharmaceutical BOXES to be redeemed; (iii)
                                   that such delivery shall be made upon
                                   presentation and surrender of the
                                   Pharmaceutical BOXES; and (iv) that such
                                   exchange is pursuant to the Issuer Redemption
                                   Right.

                                   If any Pharmaceutical BOXES are not
                                   surrendered for exchange on the Early
                                   Redemption Date, they shall be deemed to be
                                   no longer outstanding under the Senior
                                   Indenture after the Early Redemption Date,
                                   except with respect to the Holder's right to
                                   receive the Cash Settlement Value and accrued
                                   but unpaid base coupon amounts due in
                                   connection with the Issuer Redemption Right
                                   for each Pharmaceutical BOXES called for
                                   redemption.

                                   If the Early Redemption Notice Date is after
                                   the conclusion of a Quarterly Calculation
                                   Period but prior to


                                      A-15
<Page>

                                   the "ex-interest" date for the Interest
                                   Payment Date relating to such Quarterly
                                   Calculation Period, such Interest Payment
                                   Date and the related Record Date shall be
                                   suspended and on the Early Redemption Date
                                   Holders of the BOXES on such Early Redemption
                                   Date shall be entitled to Cash Settlement
                                   Value for each Pharmaceutical BOXES called
                                   plus any base coupon amounts that have
                                   accrued from and including the Calculation
                                   Commencement Date of such Quarterly
                                   Calculation Period to but excluding the sixth
                                   Trading Day prior to the Early Redemption
                                   Date.

                                   If the Early Redemption Notice Date is after
                                   the conclusion of a Quarterly Calculation
                                   Period and on or after the "ex-interest" date
                                   for the Interest Payment Date relating to
                                   such Quarterly Calculation Period, the Issuer
                                   shall pay on the Early Redemption Date to the
                                   Holders of the BOXES on the Early Redemption
                                   Date any base coupon amounts that have
                                   accrued from but excluding the last day of
                                   the Quarterly Calculation Period relating to
                                   such Interest Payment Date to but excluding
                                   the sixth Trading Day prior to the Early
                                   Redemption Date, and the Issuer shall pay to
                                   Holders of the BOXES on the Record Date
                                   relating to such Interest Payment Date base
                                   coupon amounts accruing during the Quarterly
                                   Calculation Period relating to such Interest
                                   Payment Date either: (i) on such Interest
                                   Payment Date, if such Interest Payment Date
                                   is prior to the Early Redemption Date, or
                                   (ii) on the Early Redemption Date, if such
                                   Interest Payment Date is on or after the
                                   Early Redemption Date.

Exchange Ratios.................   The Exchange Ratio for each Underlying Stock
                                   shall be initially calculated by multiplying
                                   (a) the number of shares of such Underlying
                                   Stock, after appropriate adjustments
                                   (including those relating to the divisor used
                                   by the American Stock Exchange in the
                                   calculation of the DGE Index (the
                                   "Divisor")), used by the American Stock
                                   Exchange on November 20, 2001 in calculating
                                   the DGE Index by (b) one thirtieth.

                                   The Calculation Agent shall adjust the
                                   Exchange Ratios for the Underlying Stocks
                                   following each quarterly rebalancing of the
                                   DGE Index by the American Stock Exchange. The
                                   Calculation Agent also shall adjust an
                                   Exchange Ratio (x) if the American Stock
                                   Exchange adjusts the composition of the DGE
                                   Index, the Divisor used by the American Stock
                                   Exchange in calculating the DGE Index or the
                                   number of shares of the Underlying


                                      A-16
<Page>

                                   Stock used in calculating the DGE Index
                                   between quarterly rebalancings; (y) in
                                   accordance with the third and sixth
                                   paragraphs under "Discontinuance of the DGE
                                   Index; Successor Index; Issuer Redemption
                                   Right"; and (z) in accordance with
                                   "Adjustments to the Pharmaceutical BOXES." No
                                   such adjustment shall be made, however, if
                                   the Calculation Agent determines that such
                                   change by the American Stock Exchange
                                   contains or is the result of a manifest
                                   error. In such case, any exchange shall be
                                   made at the Exchange Ratio then in effect
                                   without regard to such manifest error.

                                   The Calculation Agent shall provide
                                   information as to any adjustment to any
                                   Exchange Ratio upon written request by a
                                   Holder of Pharmaceutical BOXES.

Discontinuance of the DGE Index;
Successor Index; Issuer
Redemption Right................   If and so long as the American Stock Exchange
                                   discontinues or suspends publication of the
                                   DGE Index and the American Stock Exchange or
                                   another entity publishes a successor or
                                   substitute index that the Calculation Agent
                                   determines to be substantially identical to
                                   the discontinued or suspended DGE Index (such
                                   index being referred to herein as a
                                   "Successor Index"), then such Successor Index
                                   shall replace the DGE Index for all purposes,
                                   including for purposes of determining the
                                   Exchange Ratios to be used in calculating the
                                   Cash Settlement Value payable for each
                                   Pharmaceutical BOXES based on the shares of
                                   Underlying Stocks. If the publication of a
                                   Successor Index is discontinued or suspended
                                   and the American Stock Exchange or another
                                   entity publishes a successor or substitute
                                   index that the Calculation Agent determines
                                   to be substantially identical to the
                                   discontinued or suspended DGE Index, then
                                   such other index shall replace the
                                   discontinued or suspended Successor Index and
                                   shall be deemed the Successor Index for all
                                   purposes hereof.

                                   Upon any selection by the Calculation Agent
                                   of a Successor Index, the Calculation Agent
                                   shall cause written notice thereof to be
                                   furnished to the Trustee, to the Issuer and
                                   to the Holders of the Pharmaceutical BOXES
                                   within three Trading Days of such selection.

                                   If the American Stock Exchange discontinues
                                   or suspends publication of the DGE Index
                                   prior to, and such discontinuance or
                                   suspension is continuing on, a date on


                                      A-17
<Page>

                                   which the Cash Settlement Value for each
                                   Pharmaceutical BOXES is to be determined and
                                   the Calculation Agent determines that no
                                   Successor Index is available at such time,
                                   then on such date (unless the Issuer shall
                                   have redeemed the Pharmaceutical BOXES
                                   pursuant to its Issuer Redemption Right as
                                   described under "Issuer Redemption Right"
                                   above), the Calculation Agent or one of its
                                   affiliates shall determine the Exchange
                                   Ratios to be used in computing the Cash
                                   Settlement Value for each Pharmaceutical
                                   BOXES. The Cash Settlement Value for each
                                   Pharmaceutical BOXES shall be computed by the
                                   Calculation Agent or one of its affiliates in
                                   accordance with the formula for and method of
                                   calculating the DGE Index (or Successor
                                   Index, as the case may be) last in effect
                                   prior to the discontinuance or suspension of
                                   the DGE Index (or Successor Index, as the
                                   case may be), using the Market Price at such
                                   time (or, if trading in an Underlying Stock
                                   has been materially suspended or limited, its
                                   good faith estimate of the Market Price that
                                   would have prevailed but for such suspension
                                   or limitation) for each security most
                                   recently comprising the DGE Index (or
                                   Successor Index, as the case may be).

                                   A material suspension or limitation of
                                   trading with respect to an Underlying Stock
                                   shall be deemed to have occurred upon (i) a
                                   suspension, absence or material limitation of
                                   trading in such Underlying Stock for more
                                   than two hours of trading or during the
                                   one-half hour period preceding the close of
                                   trading in the primary exchange or market of
                                   trading for such Underlying Stock; or (ii) a
                                   breakdown or failure in the price and trading
                                   systems of the primary exchange or market of
                                   trading for such Underlying Stock, as a
                                   result of which the reported trading prices
                                   for such Underlying Stock during the last
                                   one-half hour preceding the closing of
                                   trading in such market are materially
                                   inaccurate, as determined by the Calculation
                                   Agent in its sole discretion.

                                   The Issuer shall cause the Calculation Agent
                                   to provide prompt notice to the Trustee, on
                                   which notice the Trustee may conclusively
                                   rely, of (i) the discontinuance or suspension
                                   by the American Stock Exchange or another
                                   entity of the DGE Index or a Successor Index;
                                   (ii) the Calculation Agent's selection of any
                                   Successor Index; and (iii) in the event that
                                   there is no appropriate Successor Index, of
                                   the manner in which the Calculation Agent
                                   shall thereafter determine the Exchange
                                   Ratios to


                                      A-18
<Page>

                                   be used in computing the Cash Settlement
                                   Value with respect to the Pharmaceutical
                                   BOXES.

                                   If, as a result of any discontinuance or
                                   suspension of the DGE Index or a Successor
                                   Index or any modification of the DGE Index or
                                   a Successor Index, the Calculation Agent
                                   makes any adjustment to any Exchange Ratio of
                                   any Underlying Stock and consequent
                                   adjustment to the Cash Settlement Value due
                                   to the Holder for each Pharmaceutical BOXES,
                                   the Calculation Agent shall give prompt
                                   notice of any such adjustments to the Trustee
                                   at its New York office, on which notice the
                                   Trustee may conclusively rely.

                                   Notwithstanding the foregoing, the Issuer
                                   shall have the right to call the
                                   Pharmaceutical BOXES at any time that the
                                   Calculation Agent determines that there is no
                                   appropriate Successor Index, even if such
                                   event occurs before the Initial Redemption
                                   Date. See "Issuer Redemption Right" above. If
                                   the Issuer exercises this right, then from
                                   and after the Early Redemption Notice Date
                                   the Calculation Agent shall cease to
                                   calculate the DGE Index and the composition
                                   of the Underlying Stocks shall become fixed
                                   as of such date, except that the Calculation
                                   Agent in its sole discretion may make
                                   adjustments thereafter solely to reflect the
                                   occurrence of a corporate or other similar
                                   event affecting an Underlying Stock. Any such
                                   subsequent adjustment shall be designed to
                                   maintain the relative investment represented
                                   by each Underlying Stock at its respective
                                   Exchange Ratio as of the Early Redemption
                                   Notice Date.

Adjustments to the Pharmaceutical
BOXES...........................   If the method of calculating the DGE Index or
                                   a Successor Index is modified so that the
                                   value of such index is a fraction or multiple
                                   of what it would have been had it not been so
                                   modified, then the Calculation Agent shall
                                   adjust the Exchange Ratios of the Underlying
                                   Stocks in order to arrive at a value of the
                                   Pharmaceutical BOXES relative to the DGE
                                   Index or any such Successor Index as if the
                                   DGE Index or any such Successor Index had not
                                   been so modified. The Calculation Agent shall
                                   also adjust the Supplemental Coupon Fraction
                                   in order to arrive at a supplemental coupon
                                   amount that would have been calculated if the
                                   DGE Index or any such Successor Index had not
                                   been so modified.


                                      A-19
<Page>

                                   The Issuer shall cause the Calculation Agent
                                   to provide prompt notice to the Trustee of
                                   any adjustment to an Exchange Ratio or the
                                   Supplemental Coupon Fraction, on which notice
                                   the Trustee may conclusively rely.

Credit Exchange Event...........   If and so long as the Issuer's senior debt
                                   rating is downgraded below A- by Standard &
                                   Poor's Rating Services ("Standard & Poor's")
                                   or below A3 by Moody's Investors Service
                                   ("Moody's") (or below the equivalent ratings
                                   of any successor to Standard & Poor's or
                                   Moody's), a Credit Exchange Event shall
                                   occur. So long as a Credit Exchange Event has
                                   occurred and is continuing, the Minimum
                                   Exchange Amount shall not apply.

                                   The Issuer shall cause the Calculation Agent
                                   to provide prompt notice to the Trustee and
                                   DTC of the occurrence of any Credit Exchange
                                   Event and the discontinuance of such Credit
                                   Exchange Event, on which notice the Trustee
                                   and DTC may conclusively rely. The Issuer
                                   shall also instruct the Trustee to provide
                                   notice to the Holders of Pharmaceutical BOXES
                                   of the occurrence of a Credit Exchange Event.

Calculation Agent...............   MS & Co.

                                   The Issuer shall cause the Calculation Agent
                                   to make all calculations hereunder, including
                                   without limitation with respect to any
                                   Exchange Ratio, Cash Settlement Value, Market
                                   Price, Interest Rate, amount of interest
                                   payable with respect to each Pharmaceutical
                                   BOXES and any adjustment to the Exchange
                                   Ratio. The Trustee shall have no
                                   responsibility to make any calculation
                                   hereunder, including the foregoing.

                                   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 Issuer, the
                                   Trustee and Holders of the Pharmaceutical
                                   BOXES.

                                   The Calculation Agent shall round all
                                   percentages resulting from any calculation
                                   with respect to the Pharmaceutical BOXES to
                                   the nearest one hundred-thousandth of a
                                   percentage point, with five one millionths of
                                   a percentage point rounded upwards. All
                                   dollar amounts used in or resulting from such
                                   calculation shall be rounded to the nearest
                                   cent with five-tenths of a cent


                                      A-20
<Page>

                                   being rounded upwards.

                                   The Issuer shall cause the Calculation Agent
                                   to provide notice to the Trustee and DTC no
                                   later than 11:00 a.m. New York City time on
                                   the fifth Trading Day prior to the Maturity
                                   Date or any Early Redemption Date of the
                                   aggregate amount of interest or the Cash
                                   Settlement Value payable to Holders on each
                                   such date, on which notice the Trustee and
                                   DTC may conclusively rely.

Market Disruption Event.....       A Market Disruption Event with respect to an
                                   Underlying Stock shall be deemed to have
                                   occurred upon:

                                      (i) a suspension, absence or material
                                      limitation of trading of such Underlying
                                      Stock on the primary market for such
                                      Underlying 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 such Underlying Stock as a
                                      result of which the reported trading
                                      prices for such Underlying Stock during
                                      the last one-half hour preceding the
                                      closing of the principal trading session
                                      in such market are materially inaccurate,
                                      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
                                      Pharmaceutical BOXES.

                                   For purposes of determining whether a Market
                                   Disruption Event has occurred with respect to
                                   an Underlying Stock: (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; and (2) limitations pursuant to New
                                   York Stock Exchange ("NYSE") Rule 80A (or any
                                   applicable rule or regulation enacted or
                                   promulgated by the NYSE, any other
                                   self-regulatory organization or the
                                   Commission of similar scope as determined by
                                   the Calculation Agent) on trading during
                                   significant market fluctuations shall
                                   constitute a suspension, absence or material
                                   limitation of trading.


                                      A-21
<Page>

Market Price................       If an Underlying Stock (or other security for
                                   which a Market Price must be determined) is
                                   listed on a national securities exchange, is
                                   a security of The Nasdaq National Market or
                                   is 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
                                   share of such Underlying Stock (or one unit
                                   of any such other security) means (i) the
                                   last reported sale price, regular way, of the
                                   principal trading session on such day on the
                                   principal U.S. securities exchange registered
                                   under the Securities Exchange Act of 1934, as
                                   amended, on which such Underlying Stock (or
                                   any such other security) is listed or
                                   admitted to trading (which may be the Nasdaq
                                   National Market if it is then a national
                                   securities exchange); 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 such Underlying
                                   Stock (or any such other security) is 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 (if it is not then a
                                   national securities exchange) 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)
                                   above, the Market Price for any Trading Day
                                   or any Determination Date that is not a
                                   Trading Day shall be the mean, as determined
                                   by the Calculation Agent, of the bid prices
                                   for such Underlying Stock (or any such other
                                   security) obtained from as many dealers in
                                   such stock (which may include MS & Co. or any
                                   of the Issuer's other subsidiaries or
                                   affiliates), but not exceeding three, as
                                   shall 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.

Alternate Exchange
Calculation  in Case of
an Event of Default.........       Upon acceleration of the Pharmaceutical BOXES
                                   following the occurrence of an Event of
                                   Default, as defined in the Senior Indenture,
                                   with respect to the Pharmaceutical BOXES,
                                   Holders shall be entitled to receive an
                                   amount in cash for each Pharmaceutical BOXES
                                   equal to Cash Settlement Value, as calculated
                                   by the Calculation Agent as if the date of
                                   the acceleration were a Determination Date,
                                   plus accrued but unpaid base


                                      A-22
<Page>

                                   coupon amounts and accrued but unpaid
                                   supplemental coupon amounts up to but
                                   excluding the date of acceleration; PROVIDED
                                   that if prior to the date of acceleration (x)
                                   a Holder of the Pharmaceutical BOXES has
                                   submitted an Official Notice of Exchange to
                                   the Issuer in accordance with "Exchange
                                   Right" above; or (y) the Issuer has called
                                   the Pharmaceutical BOXES in accordance with
                                   "Issuer Redemption Right" and "Early
                                   Redemption Notice Date" above and the date of
                                   acceleration occurs on or after the sixth
                                   Trading Day prior to the Early Redemption
                                   Date, the amount declared due and payable
                                   upon any such acceleration shall be an amount
                                   in cash for each Pharmaceutical BOXES equal
                                   to the Cash Settlement Value, determined by
                                   the Calculation Agent as of the Determination
                                   Date relating to such Holder's exercise of
                                   its exchange right or such call by the
                                   Issuer, as applicable, plus accrued but
                                   unpaid base coupon amounts calculated up to
                                   and including the Exchange Notice Date or up
                                   to but excluding the sixth Trading Day prior
                                   to the Early Redemption Date, as applicable.
                                   If the Issuer has called the Pharmaceutical
                                   BOXES and the acceleration date occurs before
                                   the sixth Trading Day prior to the Early
                                   Redemption Date, Holders shall be entitled to
                                   receive an amount in cash for each
                                   Pharmaceutical BOXES equal to Cash Settlement
                                   Value calculated as of the date of
                                   acceleration, plus accrued but unpaid base
                                   coupon amounts up to but excluding such date
                                   of acceleration. Whenever in the Senior
                                   Indenture, including 5.01(b) of the Senior
                                   Indenture, or this Registered Global Security
                                   there is mentioned, in any context, default
                                   in the payment of the principal of or
                                   principal amount of any Security of any
                                   series, such mention shall be deemed to be,
                                   solely with respect to the Pharmaceutical
                                   BOXES, default in the payment of the Cash
                                   Settlement Value with respect to such
                                   Pharmaceutical BOXES.

                                   If the acceleration date is after the
                                   conclusion of a Quarterly Calculation Period
                                   but prior to the ex-interest date for the
                                   Interest Payment Date relating to such
                                   Quarterly Calculation Period, such Interest
                                   Payment Date and the related Record Date
                                   shall be suspended and on the acceleration
                                   date Holders of the Pharmaceutical Boxes on
                                   such acceleration date shall be entitled to
                                   Cash Settlement Value for each of their
                                   Pharmaceutical BOXES plus any base coupon
                                   amounts that have accrued from and including
                                   the Commencement Date of such


                                      A-23
<Page>

                                   Quarterly Calculation Period to but excluding
                                   the acceleration date. Furthermore, if the
                                   acceleration date is after the conclusion of
                                   an Annual Calculation Period (other than the
                                   final Annual Calculation Period) but prior to
                                   the ex-interest date for the Interest Payment
                                   Date relating to such Annual Calculation
                                   Period, on the acceleration date Holders of
                                   the Pharmaceutical Boxes on such acceleration
                                   date also shall be entitled to any
                                   supplemental coupon amounts that have accrued
                                   from and including the Commencement Date of
                                   such Annual Calculation Period to but
                                   excluding the acceleration date. For the
                                   purposes of determining supplemental coupon
                                   amounts that have accrued from and including
                                   the Commencement Date of such Annual
                                   Calculation Period to but excluding the
                                   acceleration date, supplemental coupon
                                   amounts shall accrue at an annual rate of
                                   0.05% of the lesser of one thirtieth of the
                                   Closing Value of the DGE Index on November
                                   20, 2001 and one thirtieth of the average
                                   closing value of the DGE Index during such
                                   Annual Calculation Period.

                                   If the acceleration date is after the
                                   conclusion of a Quarterly Calculation Period
                                   and on or after the ex-interest date for the
                                   Interest Payment Date relating to such
                                   Quarterly Calculation Period, the Issuer
                                   shall pay on the acceleration date to the
                                   Holders of Pharmaceutical BOXES on the
                                   acceleration date any base coupon amounts
                                   that have accrued from but excluding the last
                                   day of the Quarterly Calculation Period
                                   relating to such Interest Payment Date to but
                                   excluding the acceleration date, and the
                                   Issuer shall pay to Holders of the
                                   Pharmaceutical BOXES on the Record Date
                                   relating to such Interest Payment Date base
                                   coupon amounts accruing during the Quarterly
                                   Calculation Period relating to such Interest
                                   Payment Date either: (i) on such Interest
                                   Payment Date, if such Interest Payment Date
                                   is prior to the acceleration date, or (ii) on
                                   the acceleration date, if such Interest
                                   Payment Date is on or after the acceleration
                                   date. Furthermore, if the acceleration date
                                   is after the conclusion of an Annual
                                   Calculation Period (other than the final
                                   Annual Calculation Period) and on or after
                                   the ex-interest date for the Interest Payment
                                   Date relating to such Annual Calculation
                                   Period, the Issuer shall pay on the
                                   acceleration date to the Holders of
                                   Pharmaceutical BOXES on the acceleration date
                                   any supplemental coupon amounts that have
                                   accrued from but excluding the last day of
                                   the Annual Calculation Period relating to


                                      A-24
<Page>

                                   such Interest Payment Date to but excluding
                                   the acceleration date (determined as
                                   described in the last sentence of this
                                   paragraph), and the Issuer shall pay to
                                   Holders of the Pharmaceutical BOXES on the
                                   Record Date relating to such Interest Payment
                                   Date supplemental coupon amounts accruing
                                   during the Annual Calculation Period relating
                                   to such Interest Payment Date either: (i) on
                                   such Interest Payment Date, if such Interest
                                   Payment Date is prior to the acceleration
                                   date, or (ii) on the acceleration date, if
                                   such Interest Payment Date is on or after the
                                   acceleration date. For the purposes of
                                   determining supplemental coupon amounts that
                                   have accrued from but excluding the last day
                                   of the Annual Calculation Period relating to
                                   such Interest Payment Date to but excluding
                                   the acceleration date, supplemental coupon
                                   amounts shall accrue at an annual rate of
                                   0.05% of the lesser of one thirtieth of the
                                   Closing Value of the DGE Index on November
                                   20, 2001 and one thirtieth of the average
                                   closing value of the DGE Index during such
                                   Annual Calculation Period.

                                   The Calculation Agent shall determine the
                                   amount of cash due with respect to each
                                   Pharmaceutical BOXES on an acceleration date
                                   and shall give the Trustee immediate notice
                                   of such amount, on which notice the Trustee
                                   may conclusively rely.

Notices to Trustee..........       Except as otherwise specifically provided
                                   herein, all notices given hereunder to the
                                   Trustee shall be in writing and shall be
                                   delivered either by hand to its Corporate
                                   Trust Office in the Borough of Manhattan, The
                                   City of New York, or by facsimile
                                   transmission to said office promptly
                                   confirmed by mailing such notice to the
                                   Trustee by first class mail, postage prepaid,
                                   at said office and all references herein to
                                   the New York office of the Trustee shall mean
                                   said Corporate Trust Office, which office on
                                   the Original Issue Date is located at 450
                                   West 33rd Street, New York, New York, 10001,
                                   Attention: Institutional Trust Services.

Treatment of Pharmaceutical
BOXES for United States
Federal Income Tax Purposes.       The Issuer, by its sale of the Pharmaceutical
                                   BOXES, and each Holder of Pharmaceutical
                                   BOXES (and any successor Holder of
                                   Pharmaceutical BOXES), by its respective
                                   purchase thereof, agree to characterize the
                                   Pharmaceutical BOXES for all tax purposes as
                                   a prepaid cash settlement forward contract
                                   with respect to a


                                      A-25
<Page>

                                   portfolio of stocks consisting of the
                                   Underlying Stocks under which: (i) at the
                                   time of issuance of the Pharmaceutical BOXES
                                   the Holder pays the Issuer a fixed amount of
                                   cash equal to the issue price of the
                                   Pharmaceutical BOXES in consideration for the
                                   Issuer's obligation to deliver to the Holder
                                   the Cash Settlement Value on the Maturity
                                   Date or any Early Redemption Date or Exchange
                                   Date or appropriate settlement date in the
                                   case of a Market Disruption Event, as
                                   described under "Cash Settlement Value
                                   Payable at Maturity or upon Exchange or
                                   Issuer Redemption" above; (ii) until such
                                   Maturity Date or Early Redemption Date or
                                   Exchange Date or appropriate settlement date
                                   in the case of a Market Disruption Event, the
                                   Issuer shall be obligated to pay amounts
                                   equal to the base coupons and supplemental
                                   coupons as a return on the Pharmaceutical
                                   BOXES that constitutes income to the Holder;
                                   (iii) on such Maturity Date or Early
                                   Redemption Date or Exchange Date or
                                   appropriate settlement date in the case of a
                                   Market Disruption Event, the Issuer shall
                                   deliver to the Holder a cash amount equal to
                                   the sum of the Cash Settlement Value and
                                   certain accrued but unpaid coupon amounts in
                                   full satisfaction of the Issuer's obligation
                                   under the prepaid cash settlement forward
                                   contract; and (iv) it shall not take any
                                   action (including filing any tax return or
                                   form or taking any position in any tax
                                   proceeding) that is inconsistent with the
                                   obligations contained in the foregoing
                                   clauses (i) through (iii), unless such action
                                   or position is required by an applicable
                                   taxing authority, by a change in statutory
                                   law or regulation, or by a judicial or other
                                   authoritative interpretation of the law
                                   enacted, promulgated or published after the
                                   date hereof.

            If an Interest Payment Date, Exchange Date, any Early Redemption
Date or the Maturity Date (or any other redemption or repayment date) does not
fall on a Business Day, payment of interest or other amount 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 such Interest Payment Date,
Exchange Date, Early Redemption Date or Maturity Date (or any other redemption
or repayment date), and no interest on such payment shall accrue for the period
from and after such Interest Payment Date, Exchange Date, Early Redemption Date
or Maturity Date (or any other redemption or repayment date) to such next
succeeding Business Day.

            This Registered Global Security and all the obligations of the
Issuer hereunder are direct, senior 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


                                      A-26
<Page>

indebtedness of the Issuer, subject to certain statutory exceptions in the event
of liquidation upon insolvency.

            The Trustee has been appointed registrar for the Pharmaceutical
BOXES, and the Trustee shall maintain at its office in the Borough of Manhattan,
The City of New York, a register for the registration and transfer of
Pharmaceutical BOXES. Subject to the limitations, terms and conditions set forth
herein and in the Senior Indenture, this Registered Global Security may be
transferred at the aforesaid office of the Trustee by surrendering this
Registered Global Security for cancellation and thereupon the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees, in exchange herefor, a new Registered Global Security
or Registered Global Securities having identical terms and provisions and having
a like aggregate principal amount in authorized denominations; PROVIDED however,
that the Trustee shall not be required (i) to register the transfer of or
exchange any Pharmaceutical BOXES that have been called for redemption; or (ii)
to register the transfer of or exchange Pharmaceutical BOXES to the extent and
during the period so provided in the Senior Indenture with respect to the
redemption of Pharmaceutical BOXES. Upon the occurrence of certain events
specified in Section 2.08 of the Senior Indenture, this Registered Global
Security is exchangeable at the office of the Trustee for definitive registered
Securities without coupons of authorized denominations in an equal aggregate
principal amount and having identical terms and provisions as the surrendered
Registered Global Security.

            All Registered Global Securities surrendered for transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to, the Issuer and the Trustee and
executed by the registered Holder or by the Holder's attorney duly authorized in
writing. The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. The date of registration of any
Pharmaceutical BOXES delivered upon exchange or transfer of Pharmaceutical BOXES
shall be such that no gain or loss of interest results from such exchange or
transfer.

            In case this Registered Global Security shall at any time become
mutilated, defaced or be destroyed, lost or stolen and this Registered Global
Security 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 Registered Global Security of like tenor in
exchange for this Registered Global Security, but, if this Registered Global
Security is destroyed, lost or stolen, only upon receipt of evidence
satisfactory to the Trustee and the Issuer that this Registered Global Security
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 Registered Global Security shall be borne by the owner of the
Registered Global Security 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 Pharmaceutical BOXES of which this
Registered Global Security forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer applicable
to


                                      A-27
<Page>

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 Registered Global Security, or due to certain
events of bankruptcy or insolvency of the Issuer, shall have occurred 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. For
purposes of the Pharmaceutical BOXES, references to declaration or payment of
principal in the immediately preceding sentence shall mean declaration or
payment of the Cash Settlement Value.

            The Senior Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Senior Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; PROVIDED that the Issuer and the Trustee
may not, without the consent of the Holder of each outstanding Security affected
thereby, (i) extend the final maturity of any 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 in which the principal thereof (including any amount in
respect of original issue discount) or interest thereon is payable, or reduce
the amount of any original issue discount security payable upon acceleration or
provable in bankruptcy, or impair the right to institute suit for the
enforcement of any payment on any Security when due; or (ii) reduce the
aforesaid percentage in principal amount of Securities of any series issued
under such Senior Indenture, the consent of the Holders of which is required for
any such modification. It is also provided in the Senior Indenture that, with
respect to certain defaults or Events of Default regarding the Securities of any
series, prior to any declaration accelerating the maturity of such Securities,
the Holders of a majority in aggregate principal amount Outstanding of the
Securities of all series with respect to which an Event of Default shall have
occurred and be continuing (voting as a single class) may, on behalf of the
Holders of all such Securities, waive any such past default or Event of Default
and its consequences. The preceding sentence shall not, however, apply to any
default in the payment of the principal of or interest on any of the Securities.
Any such consent or waiver by the Holder of this Registered Global Security
(unless revoked as provided in the Senior Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this
Registered Global Security and any Securities which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Registered Global Security
or such other Securities.


                                      A-28
<Page>

            So long as this Registered Global Security shall be outstanding, the
Issuer shall cause to be maintained an office or agency for the payment of the
principal of and premium, if any, and interest on this Registered Global
Security 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 Registered Global Securities. 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.

            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 Pharmaceutical BOXES 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 Pharmaceutical BOXES 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 its request therefor. 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 Registered Global Security as the same shall become due.

            No provision of this Registered Global Security or of the Senior
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the Cash Settlement Value (if any) and interest on
this Registered Global Security 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 Registered Global Security.

            The Issuer, the Trustee and any agent of the Issuer or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Registered Global Security (whether or not this Registered Global Security shall
be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account of, the Cash
Settlement Value and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and none of the Issuer, the Trustee or any
agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.

            No recourse under or upon any obligation, covenant or agreement of
the Issuer in the Senior Indenture or any indenture supplemental thereto or in
any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, 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,
under any rule of law, statute or constitutional provision or by the enforcement
of penalty or assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance hereof
and as part of the consideration for the issue hereof.

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


                                      A-29
<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-30
<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 Registered Global Security 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 Registered Global Security in
          every particular without alteration or enlargement or any change
          whatsoever.




                                      A-31
<Page>

                                                                         ANNEX A


                           OFFICIAL NOTICE OF EXCHANGE

                                        Dated:  On or after December 26, 2001

Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036

Morgan Stanley & Co. Incorporated, as Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: William Threadgill)

Dear Sirs:

    The undersigned holder of the Basket Opportunity eXchangeablE SecuritiesSM
due October 30, 2031, exchangeable for an amount of cash based on the value of
the stocks underlying the American Stock Exchange's DGE Index of Morgan Stanley
Dean Witter & Co. (CUSIP No. 61744Y520) (the "Pharmaceutical BOXES") hereby
irrevocably elects to exercise with respect to the number of Pharmaceutical
BOXES indicated below, as of the date hereof, the Exchange Right as described in
the prospectus supplement dated November 20, 2001 (the "Prospectus Supplement")
to the Prospectus dated January 24, 2001 related to Registration Statement No.
333-47576. Terms not defined herein have the meanings given to such terms in the
Prospectus Supplement. Please date and acknowledge receipt of this notice in the
place provided below on the date of receipt, and fax a copy to the fax number
indicated.

      The undersigned certifies to you that (i) it is, or is duly authorized to
act for, the beneficial owner of the principal amount of the Pharmaceutical
BOXES indicated below its signature (and attaches evidence of such ownership as
provided by the undersigned's position services department or the position
services department of the entity through which the undersigned holds its
Pharmaceutical BOXES); and (ii) it will cause the Pharmaceutical BOXES to be
exchanged to be transferred to the Trustee on the Exchange Date.

                                          Very truly yours,

                                          -----------------------------------
                                          [Name of Holder]

                                          By:
                                             ---------------------------------
                                             [Title]

                                             ---------------------------------
                                             [Tel. No.]

                                             ---------------------------------
                                             [Fax No.]

Number of Pharmaceutical BOXES
surrendered for exchange(1):                 _________________________________

Receipt of the above Official Notice of Exchange is hereby acknowledged.

MORGAN STANLEY DEAN WITTER & CO., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent

By: MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent

By: _____________________________________
    Title:

Date and time of acknowledgment:

--------
(1) Minimum 30,000 Pharmaceutical BOXES unless a Credit Exchange Event (as
defined in the Prospectus Supplement) has occurred and is continuing.