EXHIBIT 4-s
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL FLOATING RATE SENIOR BEARER NOTE
BEARER BEARER
No. TGFL _____
[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE
UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.](1)
------------
(1) Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue
Date.
[A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM
BANKING ACT 1987.](2)
------------
(2) Applies only if this Note is denominated in pounds sterling and
matures more than one year from and including the Original Issue Date.
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.
IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A
MATURITY OF NOT LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN
PRIOR TO THE DATE WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO
THIS NOTE. IF (i) INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE
YEN AND PRINCIPAL PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT
OTHER THAN JAPANESE YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE
DENOMINATED IN JAPANESE YEN AND INTEREST PAYMENTS ARE DENOMINATED IN A
CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE YEN, THIS NOTE MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT
OF, ANY RESIDENT OF JAPAN PRIOR TO THE DATE WHICH IS 180 DAYS AFTER THE
SETTLEMENT DATE WITH RESPECT TO THIS NOTE.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
(Floating Rate)
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 monthly, quarterly, semiannually or annually as specified above
as the Interest Payment Period on each Interest Payment Date (as specified
above), commencing with the first Interest Payment Date next succeeding the
Interest Accrual Date specified above, and at maturity (or on any
redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen days or less prior to the first Interest
Payment Date occurring after the Interest Accrual Date, interest payments
will commence on the second Interest Payment Date succeeding the Interest
Accrual Date; and provided, further, that if an Interest Payment Date
(other than 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 shall be the following day that is a
Business Day, except that if the Base Rate specified above is LIBOR and
such next Business Day falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding day that is a Business Day;
and provided, further, that if the Maturity Date or redemption or repayment
date would fall on a day that is not a Business Day, the payment of
principal, premium, if any, and interest will be made on the next
succeeding Business Day and no interest shall accrue for the period from
and after such Maturity Date or redemption or repayment 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 and/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 (i) with respect
to Notes bearing interest calculated by reference to LIBOR, that is also a
London Banking Day, (ii) with respect to Notes denominated in a Specified
Currency other than U.S. dollars, Australian dollars or ECUs, in the
principal financial center of the country of the Specified Currency, (iii)
with respect to Notes denominated in Australian dollars, in Sydney and (iv)
with respect to Notes denominated in ECUs, 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 if an interest represented by
this Note 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 such tranche, 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 Notes 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:_____________________________
Name:
Title:
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 1.163-
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 FLOATING RATE SENIOR BEARER NOTE
BEARER BEARER
No. TGFL _____
[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE
UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.](1)
------------
(1) Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue
Date.
[A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM
BANKING ACT 1987.](2)
------------
(2) Applies only if this Note is denominated in pounds sterling and
matures more than one year from and including the Original Issue Date.
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.
IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A
MATURITY OF NOT LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN
PRIOR TO THE DATE WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO
THIS NOTE. IF (i) INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE
YEN AND PRINCIPAL PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT
OTHER THAN JAPANESE YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE
DENOMINATED IN JAPANESE YEN AND INTEREST PAYMENTS ARE DENOMINATED IN A
CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE YEN, THIS NOTE MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT
OF, ANY RESIDENT OF JAPAN PRIOR TO THE DATE WHICH IS 180 DAYS AFTER THE
SETTLEMENT DATE WITH RESPECT TO THIS NOTE.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
(Floating Rate)
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 monthly, quarterly, semiannually or annually as specified above
as the Interest Payment Period on each Interest Payment Date (as specified
above), commencing with the first Interest Payment Date next succeeding the
Interest Accrual Date specified above, and at maturity (or on any
redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen days or less prior to the first Interest
Payment Date occurring after the Interest Accrual Date, interest payments
will commence on the second Interest Payment Date succeeding the Interest
Accrual Date; and provided, further, that if an Interest Payment Date
(other than 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 shall be the following day that is a
Business Day, except that if the Base Rate specified above is LIBOR and
such next Business Day falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding day that is a Business Day;
and provided, further, that if the Maturity Date or redemption or repayment
date would fall on a day that is not a Business Day, the payment of
principal, premium, if any, and interest will be made on the next
succeeding Business Day and no interest shall accrue for the period from
and after such Maturity Date or redemption or repayment 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 and/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 (i) with respect
to Notes bearing interest calculated by reference to LIBOR, that is also a
London Banking Day, (ii) with respect to Notes denominated in a Specified
Currency other than U.S. dollars, Australian dollars or ECUs, in the
principal financial center of the country of the Specified Currency, (iii)
with respect to Notes denominated in Australian dollars, in Sydney and (iv)
with respect to Notes denominated in ECUs, 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 if an interest represented by
this Note 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 such tranche, 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 Notes 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:_____________________________
Name:
Title:
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 1.163-
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: