EXHIBIT 10.26
Extract from Resolutions Approved
by the Board of Directors of
Morgan Stanley, Dean Witter, Discover & Co.
on December 19, 1997
RESOLVED, that Sections 4.2 and 4.5(b), respectively, of the Employee
Stock Purchase Plan be and hereby are amended to read in their entirety as
follows:
4.2 Amount of Deduction. When enrolling, the Eligible Employee
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shall specify a payroll deduction amount of from 1% to 8% (in
whole numbers) of Eligible Compensation which shall be withheld
from such Eligible Employee's regular paychecks, including bonus
paychecks, for the Plan Year; provided, however, that the amount
of Eligible Compensation deducted for an Eligible Employee for
any Plan Year may not exceed $8,000. The Committee, in its sole
discretion, may authorize payment in respect of any option
exercised hereunder by personal check.
4.5(b) At any time during the Plan Year (but not more than once
in any calendar quarter) a Participant may increase or decrease the
percentage of Eligible Compensation subject to payroll deduction
within the limits provided in Section 4.2 by filing the form
prescribed by the Committee with the Company. Such increase or
decrease shall become effective with the first pay period following
receipt of such form to which it may be practically applied.
Notwithstanding any increase in the percentage of Eligible
Compensation subject to payroll deduction pursuant to this Section
4.5(b), in no event may the amount of Eligible Compensation
deducted for an Eligible Employee for any Plan Year exceed
$8,000.
RESOLVED FURTHER, that the appropriate officers of the Company, and
their designees, acting in the name and on behalf of the Company and under its
corporate seal or otherwise, be and hereby are authorized to prepare, execute
and deliver, file and record all instruments, documents and other papers and to
do all such other acts as they in their discretion may deem necessary or
appropriate to carry into effect the intent of the foregoing resolutions.