EXHIBIT 4-ll
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL SENIOR ECU PUTTABLE FLOATING RATE NOTE DUE__
BEARER BEARER
No. TGFL ___
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN
INTEREST IN A PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF
JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING
ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO
OTHERS FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO
A RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
(Senior ECU Puttable Floating Rate Notes)
Morgan Stanley, Dean Witter, Discover & Co., a Delaware
corporation (together with its successors and assigns, the "Issuer"), for
value received, hereby promises to pay to bearer, upon surrender hereof,
the principal amount specified in Schedule A hereto, on the Maturity Date
specified above (except to the extent previously redeemed or repaid) and to
pay interest thereon, from and including the Interest Accrual Date
specified above at a rate per annum equal to the Initial Interest Rate
specified above until but excluding the Initial Interest Reset Date
specified above, and on and after at a rate per annum determined in
accordance with the provisions specified in the Permanent Global Bearer
Note (as defined below) until but excluding the date such principal amount
is paid or duly made available for payment. The Issuer will pay interest
in arrears on each date (an "Interest Payment Date") which falls one month,
three months, six months or one year as specified above as the Interest
Payment Period, after the preceding Interest Payment Date, or the Interest
Accrual Date in the case of the Initial Interest Payment Date specified
above, and on the Maturity Date specified above (or on any redemption or
repayment date); provided, however, that if an Interest Payment Date or the
Maturity Date (as specified above) or redemption or repayment date would
fall on a day that is not a Business Day, as defined below, such Interest
Payment Date, Maturity Date or redemption or repayment date shall be the
following day that is a Business Day, except that if such next Business Day
falls in the next calendar month, (i) the Interest Payment Date, Maturity
Date or redemption or repayment date shall be the immediately preceding day
that is a Business Day and (ii) each subsequent Interest Payment Date shall
be the last day that is a Business Day in the last month of the Interest
Payment Period commencing on the immediately preceding Interest Payment
Date.
Interest on this Note will accrue from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for, from
and including the Interest Accrual Date, until but excluding the date the
principal amount hereof has been paid or duly made available for payment.
Upon any payment of interest on this Note, the Principal Paying Agent (as
defined below) shall cause Schedule A of this Note to be endorsed to
reflect such payment. No payment on this Note will be made at any office
or agency of the Issuer in the United States or by check mailed to an
address in the United States (as defined below) or by wire transfer to an
account maintained by the holder of this Note with a bank in the United
States except as may be permitted under United States federal tax laws and
regulations then in effect without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents
(as defined below) would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be
made by a paying agency in the United States, if such paying agency, under
applicable law and regulations, would be able to make such payment.
Notwithstanding any other provision of this Note, no payment of principal
or interest shall be made on any portion of this Note unless there shall
have been delivered to the Principal Paying Agent a certificate
substantially in the form of Exhibit A hereto with respect to the portion
of this Note with respect to which such principal or interest is to be
paid. Such certificate shall have been delivered to the Principal Paying
Agent by Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System (the "Euroclear Operator"), Cedel Bank,
societe anonyme ("Cedel") and/or any other relevant clearing system
(including Societe Interprofessionelle pour la Compensation des Valeurs
Mobilieres and the Intermediaires financiers habilites authorized to
maintain accounts therein ("SICOVAM")) as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto
provided to the Euroclear Operator, Cedel or any other relevant clearing
system, as the case may be, by those of its account holders who are to
receive such payment of principal or interest.
This Note is issued in temporary global bearer form and
represents all or a portion of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E] (the "Notes"), issued under a Senior
Indenture, dated as of April 15, 1989, as supplemented by a First Supplemental
Senior Indenture dated as of May 15, 1991 and a Second Supplemental Senior
Indenture dated as of April 15, 1996 between Morgan Stanley Group Inc. (as
predecessor of the Issuer) and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Trustee (the "Trustee," which term includes any successor
trustee under the Senior Indenture) as further supplemented by a Third
Supplemental Senior Indenture dated as of June 1, 1997 between the Issuer and
the Trustee (as so supplemented, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank (formerly known as Chemical
Bank), London Branch, as its principal paying agent for the Notes (the
"Principal Paying Agent," which term includes any additional or successor
Principal Paying Agent appointed by the Issuer).
Except as otherwise provided herein, this Note is governed by
the terms and conditions of the Permanent Global Floating Rate Senior Bearer
Note (the "Permanent Global Bearer Note") to be issued in exchange for this
Note, which terms and conditions are hereby incorporated by reference herein
mutatis mutandis and shall be binding on the Issuer and the holder hereof as
if fully set forth herein. The form of the Permanent Global Bearer Note is
attached hereto.
This Note is exchangeable in whole or from time to time in part
on or after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator, Cedel
and/or any other relevant clearing system, acting on behalf of the owner of a
beneficial interest in this Note, to the Principal Paying Agent upon delivery
to the Principal Paying Agent of a certificate substantially in the form of
Exhibit A hereto with respect to the portion of this Note to be exchanged.
Such certificate shall have been delivered to the Principal Paying Agent by
the Euroclear Operator, Cedel and/or any other relevant clearing system, as
the case may be, and shall be based on a certificate substantially in the form
of Exhibit B hereto provided to the Euroclear Operator, Cedel and/or any other
relevant clearing system, as the case may be, by those of its account holders
having an interest in the portion hereof to be exchanged. Notwithstanding the
foregoing, if this Note is subject to a tax redemption as described on the
reverse of the Permanent Global Bearer Note attached hereto, interests in this
Note may be exchanged for interests in a permanent Global Bearer Note on and
after such redemption date as if such redemption date had been the Exchange
Date, subject to receipt of the certificates described in the preceding
sentence. Upon exchange of any portion of this Note for an interest in a
Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged.
Except as otherwise provided herein, until exchanged for a Permanent Global
Bearer Note, this Note shall in all respects be entitled to the same benefits
under the Senior Indenture as a duly authenticated and delivered Permanent
Global Bearer Note.
As used herein:
(a) the term "Business Day" means any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to
close in The City of New York or in the City of London and that is not a
non-ECU clearing day, as determined by the ECU Banking Association in
Paris;
(b) the term "Exchange Date" means the date that is 40 days
after the date on which the Issuer receives the proceeds of the sale of
this Note (the "Closing Date") provided that an interest represented by
this Note which is held by Morgan Stanley & Co. International Limited
or Dean Witter International Limited, or any other manager participating
in the distribution of the tranche of Notes of which this Note forms a
part, as part of an unsold allotment or subscription more than 40 days
after the Closing Date for this Note, the Exchange Date shall be the day
after the date such interest is sold by Morgan Stanley & Co.
International Limited or Dean Witter International Limited or such other
manager, all as determined and notified to the Trustee by Morgan Stanley
& Co. International Limited or Dean Witter International Limited, or if
Morgan Stanley & Co. International Limited or Dean Witter International
Limited did not participate in the distribution of the Notes, by the
Issuer.
(c) the term "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.
All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Senior Indenture, as defined on the reverse hereof,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
By:_____________________________
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________________
Authorized Officer
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is __________. The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY THE EUROCLEAR
OPERATOR, CEDEL AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
Morgan Stanley, Dean Witter, Discover & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No. __.
This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
_________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) is owned by United States persons that are (a)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States persons
who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
U.S. Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such United
States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, seeking to collect principal or
interest with respect to) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) that as of the date hereof we
have not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith (or, if relevant, with respect to
which principal or interest is being requested) are no longer true and cannot
be relied upon as the date hereof.
We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: ________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, BRUSSELS OFFICE, as Operator of the
Euroclear System]
[CEDEL BANK Societe Anonyme]
[OTHER]
By: __________________________
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR, CEDEL
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
Morgan Stanley, Dean Witter, Discover & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No. ___.
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account
(i) are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any estate or trust
the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you
may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned
by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.63-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior
to the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to
$______________ of such interest in the above-captioned Securities in
respect of which we are not able to certify and as to which we understand
exchange and delivery of definitive Securities (or, if relevant, exercise
of any rights or collection of any principal or interest) cannot be made
until we do so certify.
We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: ______________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:____________________________
(Authorized Signatory)
Name:
Title:
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL SENIOR ECU PUTTABLE FLOATING RATE NOTE DUE__
BEARER BEARER
No. TGFL ___
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES
INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN
INTEREST IN A PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF
JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING
ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO
OTHERS FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO
A RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
(Senior ECU Puttable Floating Rate Notes)
Morgan Stanley, Dean Witter, Discover & Co., a Delaware
corporation (together with its successors and assigns, the "Issuer"), for
value received, hereby promises to pay to bearer, upon surrender hereof,
the principal amount specified in Schedule A hereto, on the Maturity Date
specified above (except to the extent previously redeemed or repaid) and to
pay interest thereon, from and including the Interest Accrual Date
specified above at a rate per annum equal to the Initial Interest Rate
specified above until but excluding the Initial Interest Reset Date
specified above, and on and after at a rate per annum determined in
accordance with the provisions specified in the Permanent Global Bearer
Note (as defined below) until but excluding the date such principal amount
is paid or duly made available for payment. The Issuer will pay interest
in arrears on each date (an "Interest Payment Date") which falls one month,
three months, six months or one year as specified above as the Interest
Payment Period, after the preceding Interest Payment Date, or the Interest
Accrual Date in the case of the Initial Interest Payment Date specified
above, and on the Maturity Date specified above (or on any redemption or
repayment date); provided, however, that if an Interest Payment Date or the
Maturity Date (as specified above) or redemption or repayment date would
fall on a day that is not a Business Day, as defined below, such Interest
Payment Date, Maturity Date or redemption or repayment date shall be the
following day that is a Business Day, except that if such next Business Day
falls in the next calendar month, (i) the Interest Payment Date, Maturity
Date or redemption or repayment date shall be the immediately preceding day
that is a Business Day and (ii) each subsequent Interest Payment Date shall
be the last day that is a Business Day in the last month of the Interest
Payment Period commencing on the immediately preceding Interest Payment
Date.
Interest on this Note will accrue from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for, from
and including the Interest Accrual Date, until but excluding the date the
principal amount hereof has been paid or duly made available for payment.
Upon any payment of interest on this Note, the Principal Paying Agent (as
defined below) shall cause Schedule A of this Note to be endorsed to
reflect such payment. No payment on this Note will be made at any office
or agency of the Issuer in the United States or by check mailed to an
address in the United States (as defined below) or by wire transfer to an
account maintained by the holder of this Note with a bank in the United
States except as may be permitted under United States federal tax laws and
regulations then in effect without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents
(as defined below) would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be
made by a paying agency in the United States, if such paying agency, under
applicable law and regulations, would be able to make such payment.
Notwithstanding any other provision of this Note, no payment of principal
or interest shall be made on any portion of this Note unless there shall
have been delivered to the Principal Paying Agent a certificate
substantially in the form of Exhibit A hereto with respect to the portion
of this Note with respect to which such principal or interest is to be
paid. Such certificate shall have been delivered to the Principal Paying
Agent by Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System (the "Euroclear Operator"), Cedel Bank,
societe anonyme ("Cedel") and/or any other relevant clearing system
(including Societe Interprofessionelle pour la Compensation des Valeurs
Mobilieres and the Intermediaires financiers habilites authorized to
maintain accounts therein ("SICOVAM")) as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto
provided to the Euroclear Operator, Cedel or any other relevant clearing
system, as the case may be, by those of its account holders who are to
receive such payment of principal or interest.
This Note is issued in temporary global bearer form and
represents all or a portion of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E] (the "Notes"), issued under a Senior
Indenture, dated as of April 15, 1989, as supplemented by a First Supplemental
Senior Indenture dated as of May 15, 1991 and a Second Supplemental Senior
Indenture dated as of April 15, 1996 between Morgan Stanley Group Inc. (as
predecessor of the Issuer) and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Trustee (the "Trustee," which term includes any successor
trustee under the Senior Indenture) as further supplemented by a Third
Supplemental Senior Indenture dated as of June 1, 1997 between the Issuer and
the Trustee (as so supplemented, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank (formerly known as Chemical
Bank), London Branch, as its principal paying agent for the Notes (the
"Principal Paying Agent," which term includes any additional or successor
Principal Paying Agent appointed by the Issuer).
Except as otherwise provided herein, this Note is governed by
the terms and conditions of the Permanent Global Floating Rate Senior Bearer
Note (the "Permanent Global Bearer Note") to be issued in exchange for this
Note, which terms and conditions are hereby incorporated by reference herein
mutatis mutandis and shall be binding on the Issuer and the holder hereof as
if fully set forth herein. The form of the Permanent Global Bearer Note is
attached hereto.
This Note is exchangeable in whole or from time to time in part
on or after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator, Cedel
and/or any other relevant clearing system, acting on behalf of the owner of a
beneficial interest in this Note, to the Principal Paying Agent upon delivery
to the Principal Paying Agent of a certificate substantially in the form of
Exhibit A hereto with respect to the portion of this Note to be exchanged.
Such certificate shall have been delivered to the Principal Paying Agent by
the Euroclear Operator, Cedel and/or any other relevant clearing system, as
the case may be, and shall be based on a certificate substantially in the form
of Exhibit B hereto provided to the Euroclear Operator, Cedel and/or any other
relevant clearing system, as the case may be, by those of its account holders
having an interest in the portion hereof to be exchanged. Notwithstanding the
foregoing, if this Note is subject to a tax redemption as described on the
reverse of the Permanent Global Bearer Note attached hereto, interests in this
Note may be exchanged for interests in a permanent Global Bearer Note on and
after such redemption date as if such redemption date had been the Exchange
Date, subject to receipt of the certificates described in the preceding
sentence. Upon exchange of any portion of this Note for an interest in a
Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged.
Except as otherwise provided herein, until exchanged for a Permanent Global
Bearer Note, this Note shall in all respects be entitled to the same benefits
under the Senior Indenture as a duly authenticated and delivered Permanent
Global Bearer Note.
As used herein:
(a) the term "Business Day" means any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to
close in The City of New York or in the City of London and that is not a
non-ECU clearing day, as determined by the ECU Banking Association in
Paris;
(b) the term "Exchange Date" means the date that is 40 days
after the date on which the Issuer receives the proceeds of the sale of
this Note (the "Closing Date") provided that an interest represented by
this Note which is held by Morgan Stanley & Co. International Limited
or Dean Witter International Limited, or any other manager participating
in the distribution of the tranche of Notes of which this Note forms a
part, as part of an unsold allotment or subscription more than 40 days
after the Closing Date for this Note, the Exchange Date shall be the day
after the date such interest is sold by Morgan Stanley & Co.
International Limited or Dean Witter International Limited or such other
manager, all as determined and notified to the Trustee by Morgan Stanley
& Co. International Limited or Dean Witter International Limited, or if
Morgan Stanley & Co. International Limited or Dean Witter International
Limited did not participate in the distribution of the Notes, by the
Issuer.
(c) the term "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.
All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Senior Indenture, as defined on the reverse hereof,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
By:_____________________________
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________________
Authorized Officer
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is __________. The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY THE EUROCLEAR
OPERATOR, CEDEL AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
Morgan Stanley, Dean Witter, Discover & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No. __.
This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
_________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) is owned by United States persons that are (a)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States persons
who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
U.S. Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such United
States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, seeking to collect principal or
interest with respect to) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) that as of the date hereof we
have not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith (or, if relevant, with respect to
which principal or interest is being requested) are no longer true and cannot
be relied upon as the date hereof.
We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: ________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, BRUSSELS OFFICE, as Operator of the
Euroclear System]
[CEDEL BANK Societe Anonyme]
[OTHER]
By: __________________________
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR, CEDEL
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
Morgan Stanley, Dean Witter, Discover & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Note No. ___.
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account
(i) are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any estate or trust
the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you
may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned
by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.63-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior
to the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to
$______________ of such interest in the above-captioned Securities in
respect of which we are not able to certify and as to which we understand
exchange and delivery of definitive Securities (or, if relevant, exercise
of any rights or collection of any principal or interest) cannot be made
until we do so certify.
We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: ______________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:____________________________
(Authorized Signatory)
Name:
Title: