Exhibit 10.42
Amendments to the Rules of the
Morgan Stanley UK Group Profit Sharing Plan
1. The definition of "the Committee" set forth in Rule 1 of the Rules of the
Morgan Stanley UK Group Profit Sharing Plan (the "Rules") (which Rules are
included as Schedule 2 to the Trust Deed dated as of November 3, 1997 among
Morgan Stanley Dean Witter & Co., Morgan Stanley UK Group and Morgan Stanley
International Incorporated) is amended in its entirety to read as follows:
"the United Kingdom Profit Sharing Committee comprising the officers
and other professional employees of Office of Development, London or
such other persons as the Board of Directors of the Company (or the
Compensation Committee of such Board) or the board of directors of any
Participating Company may designate from time to time."
2. The definition of "Eligible Employee" set forth in Rule 1 is amended by
adding to the end of clause (d) thereof the following:
"or was an employee or director of a Participating Company at any time
within the 18 months preceding the relevant Appropriation Date."
3. Clause (v) of Rule 4(a) is amended in its entirety to read as follows:
"unless the Committee determines otherwise, no Shares shall be
appropriated in respect of a Qualifying Period to any individual
(including any individual who was an Eligible Employee at the time such
individual returned a completed Letter of Acceptance pursuant to Rule
3(b)) who was not a director or employee of a Participating Company on
the relevant Qualification Date, and promptly following the relevant
Qualification Date the Committee shall if necessary notify the Trustees
of the identity of any such individuals to whom Shares shall not be
appropriated."