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EXHIBIT 8
FORM OF DEFERRED COMPENSATION AGREEMENT
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This AGREEMENT, made on this ____ day of ____________, 19___, by and among
Morgan Stanley Institutional Fund, Inc., a Maryland corporation with its
principal place of business located at 1221 Avenue of the Americas, New York,
New York 10020, ("MSIF"), Morgan Stanley Universal Funds, Inc., a Maryland
corporation with its principal place of business located at 1221 Avenue of the
Americas, New York, New York 10020 ("MSUF"), and [ ], as an Eligible Director
(defined below) of MSIF and MSUF.
WHEREAS, MSIF and the Eligible Director and MSUF and the Eligible Director
have entered into agreements pursuant to which the Eligible Director will serve
as a director on the Board of Directors of each of MSIF and MSUF; and
WHEREAS, MSIF and the Eligible Director and MSUF and the Eligible Director
desire to enter into additional agreements whereby each of MSIF and MSUF will
provide to the Eligible Director a vehicle under which the Eligible Director can
defer receipt of the directors' fees payable by MSIF and MSUF.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, each of MSIF, MSUF and the Eligible Director hereby
agree as follows:
1. DEFINITIONS OF TERMS AND CONSTRUCTION
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1.1 Definitions. Unless a different meaning is plainly implied by the
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context, the following terms as used in this Agreement shall have the following
meanings:
(a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.2 hereof to receive benefits after the death of the
Eligible Director.
(b) "Board of Directors" shall mean the Board of Directors of MSIF
and the Board of Directors of MSUF.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(d) "Compensation" shall mean the amount of directors' fees paid by
each of MSIF and MSUF to the Eligible Director during a Deferral Year prior to
reduction for Compensation Deferrals made under this Agreement.
(e) "Compensation Deferral" shall mean the amount or amounts of the
Eligible Director's Compensation deferred under the provisions of Section 3 of
this Agreement.
(f) "Deferral Accounts" shall mean the accounts maintained to
reflect the Eligible Director's Compensation Deferrals made pursuant to Section
3 hereof and any other credits or debits thereto.
(g) "Deferral Year" shall mean each calendar year, or the period
beginning on the effective date of this Agreement and ending on December 31 of
the calendar year which contains the
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effective date, during which the Eligible Director makes, or is entitled to
make, Compensation Deferrals under Section 3 hereof.
(h) "Eligible Director" shall mean a member of the Board of
Directors who is not an "affiliated person," as such term is defined under
Section 2(a)(3) of the Investment Company Act of 1940, as amended (the "1940
Act").
(i) "Hardship and Unforeseeable Emergency" shall mean a severe
financial hardship to an Eligible Director resulting from a sudden and
unexpected illness or accident of the Eligible Director or a dependent (within
the meaning of Section 152(a) of the Code) of the Eligible Director, loss of the
Eligible Director's property due to casualty, or other similar extraordinary and
unforeseeable circumstances, arising from events beyond the Eligible Director's
control. Whether circumstances constitute a Hardship and Unforeseeable Emergency
depends on the facts of each case, as determined by each of MSIF and MSUF, but
in any case does not include a hardship that may be relieved:
(i) through reimbursement or compensation by insurance or
otherwise;
(ii) by liquidation of the Eligible Director's assets to the
extent that liquidation itself would not cause such a severe
financial hardship; or
(iii) by ceasing to defer receipt of any Compensation not yet
earned.
The need to send an Eligible Director's child to college and the desire to
purchase a home shall not constitute a Hardship and Unforeseeable Emergency.
(j) "Money Market Series" shall mean a series of MSIF or MSUF that
values its securities in accordance with Rule 2a-7 under the 1940 Act.
(k) "Separation from Service" shall mean the date on which the
Eligible Director ceases to be a member of a Board of Directors.
(l) "Valuation Date" shall mean the last business day of each
calendar year and any other day upon which MSIF or MSUF makes a valuation of the
Deferral Account.
1.2 Plurals and Gender. Where appearing in this Agreement the singular
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shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.
1.3 Headings. The headings and subheadings in this Agreement are inserted
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for convenience of reference only and are to be ignored in any construction of
the provisions hereof.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
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2.1 Commencement of Compensation Deferrals. The Eligible Director may
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elect, on a form provided by and submitted to each of the President of MSIF and
the President of MSUF, to commence Compensation Deferrals under Section 3 hereof
for the period beginning on the later of (i) the date this Agreement is executed
or (ii) the date such form is submitted to the President of MSIF or MSUF.
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2.2 Termination of Deferrals. With respect to each of MSIF and MSUF, the
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Eligible Director shall not be eligible to make Compensation Deferrals after the
earlier of the following dates:
(a) His Separation from Service as an Eligible Director of MSIF or
MSUF; or
(b) The effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS
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3.1 Compensation Deferral Elections.
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(a) Prior to the effective date of this Agreement, and for
subsequent Deferral Years prior to the first day of any Deferral Year, the
Eligible Director may elect, on the form described in Section 2.1 hereof, to
defer the receipt of all or a portion of his Compensation which he is entitled
to receive from each of MSIF and MSUF during such Deferral Year. Such writing
shall set forth the amount of such Compensation Deferral in whole percentage
amounts and the investment return designation provided for under Section 3.3
hereof. Such election shall continue in effect for all subsequent Deferral Years
unless it is canceled or modified as provided below.
(b) Compensation Deferrals shall be withheld from each payment of
Compensation by each of MSIF and MSUF to the Eligible Director based upon the
percentage amounts elected by the Eligible Director under Section 3.1(a) hereof.
(c) The Eligible Director may cancel or modify the amount of his
Compensation Deferrals for each of MSIF and MSUF on a prospective basis by
submitting to each of the Presidents of MSIF and MSUF a revised Compensation
Deferral election form. Such change will be effective as of the first day of the
Deferral Year following the date such revision is submitted to each of the
Presidents of MSIF and MSUF.
(d) No Compensation Deferrals shall be permitted with respect to
Compensation payable by a Money Market Series of MSUF.
3.2 Valuation of Deferral Account.
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(a) MSIF and MSUF shall each establish, as necessary, one or more
Deferral Accounts to which will be credited an amount equal to the Eligible
Director's Compensation Deferrals under this Agreement. Compensation Deferrals
shall be allocated to the Deferral Accounts on the first business day following
the date such Compensation Deferrals are withheld from the Eligible Director's
Compensation. The Deferral Accounts shall be debited to reflect any
distributions from such Accounts. Such debits shall be allocated to the Deferral
Accounts as of the date such distributions are made.
(b) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Accounts are invested in the manner set forth
under Section 3.3, below) attributable to the period following the next
preceding Valuation Date shall be credited to and/or deducted from the Eligible
Director's Deferral Accounts.
(c) The Eligible Director's Deferral Accounts may be maintained in
the form of a bookkeeping entry only, and neither MSIF nor MSUF shall be
required to fund the Deferral Accounts.
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3.3 Return on Deferral Account Balance.
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(a) (i) For purposes of measuring the investment return on
Compensation Deferrals, the Eligible Director may elect to have the aggregate
amount of his Compensation Deferrals for each of MSIF and MSUF receive a return
(i) at a rate equal to the prevailing rate applicable to 90-day U.S. Treasury
Bills at the beginning of each calendar quarter for which this rate is in
effect, or (ii) at a rate of return (positive or negative) equal to the rate of
return on shares of any of the series of MSIF or MSUF, assuming reinvestment of
dividends and distributions, provided, however, that Compensation Deferrals
attributable to a Money Market Series of MSIF will automatically receive a
return at a rate equal to the rate of return on the shares of the Money Market
Series to which such Compensation Deferrals are attributable. Provided, however,
such designation by the Eligible Director is not binding on the President of
MSIF or the President of MSUF, but is expected to be followed at all times.
(ii) The Eligible Director shall make a designation of
investment return for each of MSIF and MSUF on a form provided by the Presidents
of MSIF and MSUF, which designation shall remain effective until another valid
designation has been made by the Eligible Director as herein provided. The
Eligible Director as of the end of each calendar quarter may amend his
designation of investment return for each of MSIF and MSUF by giving a
subsequent written designation as described above at least 30 days prior to the
end of such calendar quarter. A timely change to an Eligible Director's
designation of investment return shall become effective with respect to MSIF and
MSUF on the first day of the calendar quarter beginning at least 30 days
following receipt by the President of MSIF and the President of MSUF,
respectively.
(iii) Each of the Presidents of MSIF and MSUF, in their sole
discretion, may change or add to the investment alternatives which may be
designated by the Eligible Director under this Section 3.3(a).
(b) Except as provided below, the Eligible Director's Deferral
Accounts shall receive a return in accordance with his investment designations,
provided such designations conform to the provisions of this Section. However,
if:
(i) the Eligible Director does not furnish the President of
MSIF or the President of MSUF with a written designation;
(ii) the written designation from the Eligible Director is
unclear; or
(iii) less than all of the Eligible Director's Deferral
Accounts are covered by such written designation,
then the Eligible Director's Deferral Account shall receive a return designated
by the President of MSIF or MSUF, as applicable, in his sole discretion until
such time as the Eligible Director shall provide other instructions in
accordance with the terms of this Agreement.
MSIF and MSUF shall provide an annual statement(s) to the Eligible Director
showing such information as is appropriate, including the aggregate amount in
the Deferral Accounts, as of a reasonably current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNTS
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4.1 In General. Distributions from the Eligible Director's Deferral
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Accounts shall be paid in cash, in generally equal annual installments over a
period of five (5) years beginning on the first day of the year following the
year of his Separation from Service, except that the Board of Directors of each
of MSIF and MSUF, in its sole discretion, may accelerate or extend the
distribution of such Deferral Accounts. Notwithstanding the foregoing, in the
event of the liquidation, dissolution or winding up of MSIF or MSUF or the
distribution of all or substantially all of the assets and property of MSIF or
MSUF relating to one or more series of its shares to the shareholders of such
series (for this purpose a sale, conveyance or transfer of MSIF's or MSUF's
assets to a trust, partnership, association or corporation in exchange for cash,
shares or other securities with the transfer being made subject to, or with the
assumption by the transferee of, the liabilities of MSIF or MSUF shall not be
deemed a termination of MSIF or MSUF or such a distribution), all unpaid
amounts in the affected Deferral Accounts as of the effective date thereof shall
be paid in a lump sum on such effective date.
4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the
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death of the Eligible Director prior to the commencement of the distribution of
the amounts credited to his Deferral Accounts, the balance of such Deferral
Accounts shall be distributed to his Beneficiary in a lump sum as soon as
practicable after the Eligible Director's death. In the event of the death of
the Eligible Director after the commencement of such distribution, but prior to
the complete distribution of his Deferral Accounts, the balance of the amounts
credited to his Deferral Accounts shall be distributed to his Beneficiary over
the remaining period during which such amounts were distributable to the
Eligible Director under Section 4.1 hereof. Notwithstanding the above, the Board
of Directors of each of MSIF and MSUF, in its sole discretion, may accelerate or
extend the distribution of the Deferral Accounts.
4.3 Hardship and Unforeseeable Emergency. An Eligible Director may
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request at any time a withdrawal of part or all of the amount then credited to
his Deferral Accounts on account of Hardship and Unforeseeable Emergency by
submitting a written request to MSIF or MSUF accompanied by evidence that his
financial condition constitutes a Hardship and Unforeseeable Emergency. MSIF and
MSUF shall review the Eligible Director's request and determine the extent, if
any, to which such request is justified. Any such withdrawal shall be limited to
an amount reasonably necessary to meet the Hardship and Unforeseeable Emergency,
but not more than the amount of benefit to which the Eligible Director would be
entitled upon his Separation from Service.
4.4 Designation of Beneficiary. For the purposes of Section 4.2 hereof,
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the Eligible Director's Beneficiary shall be the person or persons so designated
by the Eligible Director in a written instrument submitted to each of the
Presidents of MSIF and MSUF. In the event the Eligible Director fails to
properly designate a Beneficiary, his Beneficiary shall be the person or persons
in the first of the following classes of successive preference surviving at the
death of the Eligible Director: the Eligible Director's (1) surviving spouse or
(2) estate.
4.5 Payments Due Missing Persons. Each of MSIF and MSUF shall make a
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reasonable effort to locate all persons entitled to benefits under this
Agreement. However, notwithstanding any provisions of this Agreement to the
contrary, if, after a period of five (5) years from the date such benefit shall
be due, any such persons entitled to benefits have not been located, their
rights under this Agreement shall stand suspended. Before this provision becomes
operative, each of MSIF and MSUF shall send a certified letter to all such
persons to their last known address advising them that their benefits under this
Agreement shall be suspended. Any such suspended amounts shall be held by MSIF
and MSUF for a period of three (3) additional years (or a total of eight (8)
years from the time the benefits first become payable) and thereafter, if
unclaimed, such amounts shall be forfeited.
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5. AMENDMENTS AND TERMINATION
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5.1 Amendments.
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(a) MSIF and MSUF and the Eligible Director may, by a written
instrument signed by all such parties, amend this Agreement at any time and in
any manner.
(b) Each of MSIF and MSUF reserves the right to amend, in whole or
in part, and in any manner, any or all of the provisions of this Agreement by
action of its Board of Directors for the purposes of complying with any
provision of the Code or any other technical or legal requirements, provided
that:
(i) No such amendment shall make it possible for any part of
the Eligible Director's Deferral Accounts to be used for, or diverted to,
purposes other than for the exclusive benefit of the Eligible Director or his
Beneficiaries, except to the extent otherwise provided in this Agreement; and
(ii) No such amendment may reduce the amount of the Eligible
Director's Deferral Accounts as of the effective date of such amendment.
5.2 Termination. The Eligible Director and MSIF and MSUF may, by written
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instrument signed by all such parties, terminate this Agreement at any time and
the Deferring Director's Deferral Accounts shall become payable as of the
Valuation Date next following the effective date of the termination of this
Agreement.
6. MISCELLANEOUS
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6.1 Rights of Creditors.
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(a) This Agreement is unfunded. Neither the Eligible Director nor
any other persons shall have any interest in any specific asset or assets of
MSIF or MSUF by reason of any Deferral Accounts hereunder, nor any rights to
receive distribution of any Deferral Accounts except and to the extent expressly
provided hereunder. Neither MSIF nor MSUF shall be required to purchase, hold or
dispose of any investments pursuant to this Agreement; however, if in order to
cover its obligations hereunder MSIF or MSUF elects to purchase any investments,
the same shall continue for all purposes to be a part of the general assets and
property of MSIF or MSUF, subject to the claims of its general creditors and no
person other than MSIF or MSUF shall by virtue of the provisions of this
Agreement have any interest in such assets other than an interest as a general
creditor.
(b) The rights of the Eligible Director and the Beneficiaries to
the amounts held in the Deferral Accounts are unsecured and shall be subject to
the creditors of MSIF and MSUF, as applicable. With respect to the payment of
amounts held in the Deferral Accounts, the Eligible Director and his
Beneficiaries have the status of unsecured creditors of each of MSIF and MSUF,
as applicable. This Agreement is executed on behalf of MSIF and MSUF by officers
of MSIF and MSUF as such and not individually. Any obligation of MSIF or MSUF
hereunder shall be an unsecured obligation of MSIF or MSUF only, respectively,
and not of any other person.
<PAGE>
6.2 Separateness of MSIF and MSUF. Notwithstanding anything in this
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Agreement to the contrary, neither MSIF nor MSUF shall be liable to the Eligible
Director or any other person for any amounts paid, payable or otherwise owed to
any person by the other pursuant to this Agreement. The obligations of MSIF and
MSUF, if any, to pay Compensation or perform under this Agreement are separate
and MSIF and MSUF shall not be held jointly liable under this Agreement.
6.3 Agents. Each of MSIF and MSUF may employ agents and provide for such
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clerical, legal, actuarial, accounting, advisory or other services as it deems
necessary to perform its duties under this Agreement. Each of MSIF and MSUF
shall bear its own costs for such services and all other expenses each incurs in
connection with the administration of this Agreement.
6.4 Liability and Indemnification. Except for its own negligence, willful
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misconduct or willful breach of the terms of this Agreement, each of MSIF and
MSUF shall be indemnified and held harmless by the Eligible Director against
liability or losses occurring by reason of any act or omission of each of MSIF
and MSUF or any other person.
6.5 Incapacity. If either MSIF or MSUF shall receive evidence
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satisfactory to it that the Eligible Director or any Beneficiary entitled to
receive any benefit under this Agreement is, at the time when such benefit
becomes payable, a minor, or is physically or mentally incompetent to receive
such benefit and to give a valid release therefor, and that another person or an
institution is then maintaining or has custody of the Eligible Director or
Beneficiary and that no guardian, committee or other representative of the
estate of the Eligible Director or Beneficiary shall have been duly appointed,
each of MSIF and MSUF may make payment of such benefit otherwise payable to the
Eligible Director or Beneficiary to such other person or institution, including
a custodian under a Uniform Gifts to Minors Act, or corresponding legislation
(who shall be an adult, a guardian of the minor or a trust company), and the
release of such other person or institution shall be a valid and complete
discharge for the payment of such benefit.
6.6 Cooperation of Parties. All parties to this Agreement and any person
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claiming any interest hereunder agree to perform any and all acts and execute
any and all documents and papers which are necessary or desirable for carrying
out this Agreement or any of its provisions.
6.7 Governing Law. This agreement is made and entered into in the State
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of New York and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of New York.
6.8 Non-guarantee of Directorship. Nothing contained in this Agreement
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shall be construed as a contract or guarantee of the right of the Eligible
Director to be, or remain as, a director of MSIF or MSUF or to receive any, or
any particular rate of, Compensation.
6.9 Counsel. Each of MSIF and MSUF may consult with legal counsel with
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respect to the meaning or construction of this Agreement, its obligations or
duties hereunder or with respect to any action or proceeding or any question of
law, and it shall be fully protected with respect to any action taken or omitted
by it in good faith pursuant to the advice of legal counsel.
6.10 Spendthrift Provision. The Eligible Director's and Beneficiaries'
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interests in the Deferral Accounts may not be anticipated, sold, encumbered,
pledged, mortgaged, charged, transferred, alienated, assigned nor become subject
to execution, garnishment or attachment and any attempt to do so by any person
shall render the Deferral Accounts immediately forfeitable.
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6.11 Notices. For purposes of this Agreement, notices and all other
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communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
or by nationally recognized overnight delivery service providing for a signed
return receipt, addressed to the Eligible Director at the home address set forth
in MSIF's or MSUF's records and to MSIF or MSUF at the addresses set forth on
the first page of this Agreement, provided that all notices to MSIF or MSUF
shall be directed to the attention of the President of MSIF or the President of
MSUF or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notice of change of address shall be
effective only upon its receipt.
6.12 Entire Agreement. This Agreement contains the entire understanding
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between MSIF, MSUF and the Eligible Director with respect to the payment of
non-qualified elective deferred compensation by each of MSIF and MSUF to the
Eligible Director.
6.13 Interpretation of Agreement. Interpretations of, and determinations
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related to, this Agreement made by MSIF or MSUF in good faith, including any
determinations of the amounts of the Deferral Accounts, shall be conclusive and
binding upon all parties; and neither MSIF nor MSUF shall incur any liability to
the Eligible Director for any such interpretation or determination so made or
for any other action taken by any of them in connection with this Agreement in
good faith.
6.14 Successors and Assigns. This Agreement shall be binding upon, and
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shall inure to the benefit of each of MSIF and MSUF and their successors and
assigns and to the Eligible Director and his heirs, executors, administrators
and personal representatives.
6.15 Severability. In the event any one or more provisions of this
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Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and
effect unaffected by such invalidity or unenforceability.
6.16 Execution in Counterparts. This Agreement may be executed in any
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number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Morgan Stanley Institutional Fund, Inc.
By:
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Witness Name:
Title:
Morgan Stanley Universal Funds, Inc.
<PAGE>
By:
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Witness Name:
Title:
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Witness Eligible Director
<PAGE>
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
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TO: President of Morgan Stanley Institutional Fund, Inc.
President of Morgan Stanley Universal Funds, Inc.
FROM: Name of Eligible Director:
DATE: ___________________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of [__________________] by and among the undersigned, Morgan Stanley
Institutional Fund, Inc. ("MSIF") and Morgan Stanley Universal Funds, Inc.
("MSUF"), I hereby make the following election:
I. COMPENSATION DEFERRAL AMOUNTS
Starting with the _____ year and for each year thereafter (unless
subsequently amended by way of a new election form), I hereby elect:
(i) that __________________ percent (___%) of my Compensation (as
defined under the Agreement) from MSIF ("MSIF Deferrals"), and
(ii) that __________________ percent (___%) of my Compensation from MSUF
("MSUF Deferrals") be reduced.
I further elect that each of MSIF and MSUF establish a bookkeeping
account credited with amounts equal to the MSIF Deferrals and MSUF Deferrals
(respectively, the "MSIF Deferral Account" and the "MSUF Deferral Account" and,
together, the "Deferral Accounts"). The Deferral Accounts shall be further
credited with income equivalents as provided under the Agreement.
II. MSIF DEFERRAL ACCOUNT RETURN
I further elect that the MSIF Deferral Accounts shall receive a return
at:
______ (i) a rate equal to the prevailing rate applicable to a 90 day U.S.
Treasury Bills at the beginning of each calendar quarter for which this
rate is in effect, or
______ (ii) a rate (positive or negative) equal to the rate of return on shares
of the following series of MSIF or MSUF: .
III. MSUF DEFERRAL ACCOUNT RETURN
I further elect that the MSUF Deferral Accounts shall receive a return
at:
______ (i) a rate equal to the prevailing rate applicable to a 90 day U.S.
Treasury Bills at the beginning of each calendar quarter for which this
rate is in effect, or
<PAGE>
______ (ii) a rate (positive or negative) equal to the rate of return on shares
of the following series of MSIF or MSUF: ________________.
Notwithstanding the foregoing, I understand that (i) any portion of my
Compensation deferred hereunder that is attributable to a series of MSIF that
values its securities in accordance with Rule 2a-7 under the Investment Company
Act of 1940 (a "Money Market Series") will receive a return that is equal to the
rate of return for such Money Market Series and (ii) I cannot defer any portion
of my Compensation that is attributable to a series of MSUF that is a Money
Market Series.
I further, understand that my designations hereunder are not binding on
the President of the Fund.
I understand that the amounts held in the Deferral Accounts shall remain
the general assets of MSIF and MSUF, respectively, and that, with respect to the
payment of such amounts, I am a general creditor of each of MSIF and MSUF. I may
not sell, encumber, pledge, assign or otherwise alienate the amounts held under
the Deferral Accounts.
I hereby agree that the terms of the Agreement are incorporated herein
and are made a part hereof. This election is dated as of the day and year first
above written.
WITNESS: ELIGIBLE DIRECTOR:
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<PAGE>
DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
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TO: President of the Morgan Stanley Institutional Fund, Inc.
President of the Morgan Stanley Universal Funds, Inc.
FROM: Name of Eligible Director:
DATE: _______________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of __________________ by and among the undersigned, Morgan Stanley
Institutional Fund, Inc. ("MSIF") and Morgan Stanley Universal Funds, Inc.
("MSUF"), I hereby make the following beneficiary designations:
I. Primary Beneficiary
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I hereby appoint the following as my Primary Beneficiary(ies) to receive
at my death the amounts held in my Deferral Accounts on the books of each of
MSIF and MSUF pursuant to the Agreement. In the event I am survived by more than
one Primary Beneficiary, such Primary Beneficiaries shall share equally in such
amounts unless I indicate otherwise on an attachment to this form:
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Name Relationship
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Address
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City State Zip
II. Secondary Beneficiary
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In the event I am not survived by any Primary Beneficiary, I hereby
appoint the following as Secondary Beneficiary(ies) to receive death benefits
under the Agreement. In the event I am survived by more than one Secondary
Beneficiary, such Secondary Beneficiaries shall share equally unless I indicate
otherwise on an attachment to this form:
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Name Relationship
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Address
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City State Zip
I understand that I may revoke or amend the above designations at any
time. I further understand that if I am not survived by any Primary or Secondary
Beneficiary, my Beneficiary shall be as set forth under the Agreement.
WITNESS: ELIGIBLE DIRECTOR:
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