<PAGE>
April 16, 1997
To: Participants in The Savings and Profit Sharing Fund of Allstate Employees
Re: The 1997 Annual Meeting of Stockholders of Dean Witter, Discover & Co.
We are the Trustee of The Savings and Profit Sharing Fund of Allstate
Employees (the "Plan").
This letter is to inform you that the 1997 Annual Meeting of Stockholders
of Dean Witter, Discover & Co. ("Dean Witter Discover") will be held on May 28,
1997. At the Annual Meeting, the following items will be put to vote:
1. adoption of the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997 between Dean Witter Discover and Morgan
Stanley Group Inc. ("Morgan Stanley");
2. the election of 7 directors to the Dean Witter Discover Board of
Directors;
3. ratification of appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending December 31, 1997; and
4. approval of the Dean Witter Discover Employees' Equity Accumulation
Plan.
Enclosed is the Joint Proxy Statement/Prospectus, dated April 11, 1997
prepared by Dean Witter Discover and Morgan Stanley and related materials which
describe the above items in detail. Please review them carefully before
completing the enclosed voting instruction form.
As a participant in the Plan, you have the right to instruct the Trustee as
to how you want the Dean Witter Discover shares allocated to your Plan account
to be voted. If you give a proper voting instruction, the Trustee will vote your
shares as you direct, unless otherwise required by law. If you fail to give a
proper voting instruction, these shares will be voted by the Trustee in
accordance with applicable Plan provisions.
Please MARK, SIGN and DATE the enclosed voting instruction form in
accordance with the instructions therein, and return it to our independent
tabulation agent in the enclosed envelope. We cannot give assurance that voting
instruction forms received later than 5:00 p.m., Eastern Time, on MAY 23, 1997
will be honored.
Your voting instruction form will be kept confidential.
Very truly yours,
THE NORTHERN TRUST COMPANY AS
TRUSTEE OF THE SAVINGS AND PROFIT
SHARING FUND OF ALLSTATE EMPLOYEES
<PAGE>
1997 Voting Instruction Form (VIF)
For Dean Witter, Discover & Co. Common Stock
Direction to The Northern Trust Company as Trustee
of The Savings and Profit Sharing Fund of Allstate Employees
The Northern Trust Company, as Trustee of The Savings and Profit Sharing Fund
of Allstate Employees, is hereby directed to vote (or grant proxies with
respect to) the common stock of Dean Witter, Discover & Co. ("Dean Witter
Discover") in the undersigned's account in The Savings and Profit Sharing Fund
of Allstate Employees on April 4, 1997 at the Annual Meeting of Stockholders of
Dean Witter Discover to be held on May 28, 1997, at 9:00 a.m., local time, and
at any and all adjournments or postponements thereof, upon the proposals listed
on the reverse side of this VIF and more fully described in the Notice of Annual
Meeting of Stockholders dated April 11, 1997 and the Dean Witter Discover and
Morgan Stanley Group Inc. ("Morgan Stanley") Joint Proxy Statement/Prospectus
dated April 11, 1997 and, in its (or the proxies') discretion, for the election
of a person to the Board of Directors if any nominee named herein becomes unable
to serve or for good cause will not serve, upon all matters incident to the
conduct of the Annual Meeting and upon all matters presented at the Annual
Meeting but which were not known to the Board of Directors at a reasonable time
before the solicitation of this VIF. The Trustee urges you to mark, date and
sign your VIF and mail it in the enclosed postage-paid envelope promptly so it
will be received by the Trustee on or before 5:00 p.m. Eastern Time, on May 23,
1997.
-----------------------------------------------------------
Signature
(Please sign your name exactly as imprinted. Do not print.)
Date: , 1997
-----------------------------------
(Continued on Reverse Side)
-----------------------------------------------------------
-----------------------------------------------------------
Fold this VIF and return it promptly in the enclosed, postage-paid envelope.
Your VIF will be kept confidential
<PAGE>
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
[_] FOR [_] AGAINST [_] ABSTAIN
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
[_] FOR [_] WITHHOLD [_] FOR ALL
EXCEPT
-----------------------------------------------------------------------------
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE SIGN AND DATE FORM ON REVERSE SIDE
Fold and return promptly in the enclosed, postage-paid envelope.
<PAGE>
April 16, 1997
To: Participants in The Savings and Profit Sharing Fund of Sears Employees
Re: The 1997 Annual Meeting of Stockholders of Dean Witter, Discover & Co.
We are the Trustee of The Savings and Profit Sharing Fund of Sears
Employees (the "Plan").
This letter is to inform you that the 1997 Annual Meeting of Stockholders
of Dean Witter, Discover & Co. ("Dean Witter Discover") will be held on May 28,
1997. At the Annual Meeting, the following items will be put to vote:
1. adoption of the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997 between Dean Witter Discover and Morgan
Stanley Group Inc. ("Morgan Stanley");
2. the election of 7 directors to the Dean Witter Discover Board of
Directors;
3. ratification of appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending December 31, 1997; and
4. approval of the Dean Witter Discover Employees' Equity Accumulation
Plan.
Enclosed is the Joint Proxy Statement/Prospectus, dated April 11, 1997
prepared by Dean Witter Discover and Morgan Stanley and related materials which
describe the above items in detail. Please review them carefully before
completing the enclosed voting instruction form.
As a participant in the Plan, you have the right to instruct the Trustee as
to how you want the Dean Witter Discover shares allocated to your Plan account
to be voted. If you give a proper voting instruction, the Trustee will vote your
shares as you direct, unless otherwise required by law. If you fail to give a
proper voting instruction, these shares will be voted by the Trustee in
accordance with applicable Plan provisions.
Please MARK, SIGN and DATE the enclosed voting instruction form in
accordance with the instructions therein, and return it to our independent
tabulation agent in the enclosed envelope. We cannot give assurance that voting
instruction forms received later than 5:00 p.m., Eastern Time, on MAY 23, 1997
will be honored.
Your voting instruction form will be kept confidential.
Very truly yours,
THE NORTHERN TRUST COMPANY OF NEW YORK
AS TRUSTEE OF THE SAVINGS AND PROFIT SHARING
FUND OF SEARS EMPLOYEES
<PAGE>
1997 Voting Instruction Form (VIF)
For Dean Witter, Discover & Co. Common Stock
Direction to The Northern Trust Company as Trustee
of The Savings and Profit Sharing Fund of Sears Employees
The Northern Trust Company, as Trustee of The Savings and Profit Sharing Fund
of Sears Employees, is hereby directed to vote (or grant proxies with
respect to) the common stock of Dean Witter, Discover & Co. ("Dean Witter
Discover") in the undersigned's account in The Savings and Profit Sharing Fund
of Sears Employees on April 4, 1997 at the Annual Meeting of Stockholders of
Dean Witter Discover to be held on May 28, 1997, at 9:00 a.m., local time, and
at any and all adjournments or postponements thereof, upon the proposals listed
on the reverse side of this VIF and more fully described in the Notice of Annual
Meeting of Stockholders dated April 11, 1997 and the Dean Witter Discover and
Morgan Stanley Group Inc. ("Morgan Stanley") Joint Proxy Statement/Prospectus
dated April 11, 1997 and, in its (or the proxies') discretion, for the election
of a person to the Board of Directors if any nominee named herein becomes unable
to serve or for good cause will not serve, upon all matters incident to the
conduct of the Annual Meeting and upon all matters presented at the Annual
Meeting but which were not known to the Board of Directors at a reasonable time
before the solicitation of this VIF. The Trustee urges you to mark, date and
sign your VIF and mail it in the enclosed postage-paid envelope promptly so it
will be received by the Trustee on or before 5:00 p.m. Eastern Time, on May 23,
1997.
-----------------------------------------------------------
Signature
(Please sign your name exactly as imprinted. Do not print.)
Date: , 1997
-----------------------------------
(Continued on Reverse Side)
-----------------------------------------------------------
-----------------------------------------------------------
Fold this VIF and return it promptly in the enclosed, postage-paid envelope.
Your VIF will be kept confidential
<PAGE>
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
[_] FOR [_] AGAINST [_] ABSTAIN
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
[_] FOR [_] WITHHOLD [_] ABSTAIN
EXCEPT
-----------------------------------------------------------------------------
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE SIGN AND DATE FORM ON REVERSE SIDE
Fold and return promptly in the enclosed, postage-paid envelope.
<PAGE>
DEAN WITTER, DISCOVER & CO.
Two World Trade Center
New York, New York 10048
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DEAN WITTER,
DISCOVER & CO.
The undersigned hereby appoints Christine A. Edwards, Mitchell M. Merin, and
Ronald T. Carman and each of them with full power to act without the others, as
proxies with full power of substitution, to represent and to vote on behalf of
the undersigned all of the shares of common stock of Dean Witter, Discover & Co.
("Dean Witter Discover") which the undersigned is entitled in any capacity to
vote if personally present at the 1997 Annual Meeting of Stockholders of Dean
Witter Discover to be held on May 28, 1997 at 9:00 A.M., local time, and at any
adjournments or postponements thereof, upon the proposals listed on the reverse
side of this Proxy and more fully described in the Notice of Annual Meeting of
Stockholders dated April 11, 1997 and the Dean Witter Discover and Morgan
Stanley Group Inc. ("Morgan Stanley") Joint Proxy Statement/Prospectus dated
April 11, 1997 and, in their discretion, for the election of a person to the
Board of Directors if any nominee named herein becomes unable to serve or for
good cause will not serve, upon all matters incident to the conduct of the
Annual Meeting and upon all matters presented at the Annual Meeting but which
were not known to the Board of Directors at a reasonable time before the
solicitation of this proxy.
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED AND, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR EACH
PROPOSAL SET FORTH ON THE REVERSE HEREOF AND IN THE DISCRETION OF THE PROXIES
ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. YOUR
VOTE SHALL BE KEPT CONFIDENTIAL SUBJECT TO DEAN WITTER DISCOVER'S BY-LAWS.
IMPORTANT -- This Proxy must be signed and dated on the reverse side.
(Continued on reverse side)
1
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
FOR ALL
FOR WITHHOLD EXCEPT
[_] [_] [_]
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
``For All Except'' Box and strike a line through the nominee's name.
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
If you plan to attend the Annual Meeting, please check this box [_]
Please sign name exactly as imprinted (do not print). If shares are held
jointly, EACH holder should sign. Executors, administrators, trustees, guardians
and others signing in a representative capacity should indicate the capacity in
which they sign. An authorized officer may sign on behalf of a corporation and
should indicate the name of the corporation and his or her capacity.
Please make sure to sign and date
this card using black or blue ink. Dated ___________________ , 1997
[________________________________] [_______________________________]
Shareholder sign in the box above Signature if held jointly
- --------------------------------------------------------------------------------
PRX00DWD
PLEASE DETACH AT PERFORATION ALONG DOTTED LINE
DEAN WITTER, DISCOVER & CO.
================================================================================
IMPORTANT
PLEASE SEND IN YOUR PROXY............TODAY!
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY.
THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
STOCKHOLDERS WHO HAVE NOT RESPONDED.
================================================================================
<PAGE>
DEAN WITTER, DISCOVER & CO.
Two World Trade Center
New York, New York 10048
1997 VOTING INSTRUCTION FORM ("VIF")
FOR DEAN WITTER START PLAN PARTICIPANTS
Mellon Bank, N.A., as Trustee under the Dean Witter START Plan (Saving Today
Affords Retirement Tomorrow) (the "Plan") is hereby directed to vote, in person
or by proxy, all of the shares of common stock of Dean Witter, Discover & Co.
("Dean Witter Discover") in the undersigned's Plan account, as indicated on the
reverse side of this VIF, at the 1997 Annual Meeting of Stockholders of Dean
Witter Discover to be held on May 28, 1997 at 9:00 A.M., local time, and at any
and all adjournments or postponements thereof, upon the proposals listed on the
reverse side of this VIF and more fully described in the Notice of Annual
Meeting of Stockholders dated April 11, 1997 and the Dean Witter Discover and
Morgan Stanley Group Inc. ("Morgan Stanley") Joint Proxy Statement/Prospectus
dated April 11, 1997 and, in its (or the proxies') discretion, for the election
of a person to the Board of Directors if any nominee named herein becomes unable
to serve or for good cause will not serve, upon all matters incident to the
conduct of the Annual Meeting and upon all matters presented at the Annual
Meeting but which were not known to the Board of Directors at a reasonable time
before the solicitation of this VIF. The undersigned understands that this VIF,
properly completed, must be received no later than 5:00 P.M., Eastern Time, on
May 23, 1997 for my shares to be voted in accordance with my instructions. The
undersigned also understands that, if I sign, date and return the VIF, the
Trustee or proxies will vote for each proposal for which I do not give voting
instructions and in the discretion of the Trustee or proxies on all other
matters that may properly come before the Annual Meeting. The undersigned
further understands that the Trustee intends to vote or grant proxies with
respect to all undirected shares held under the Plan in the same proportion as
the shares of all participants who have timely delivered properly executed
voting instructions, unless otherwise required by law.
PLEASE SIGN AND DATE THIS VIF ON THE OTHER SIDE. A POSTAGE-PAID RETURN ENVELOPE
IS ENCLOSED. UNDER THE TERMS OF THE PLAN, THE TRUSTEE WILL HOLD YOUR VOTING
INSTRUCTION IN CONFIDENCE.
3
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
FOR ALL
FOR WITHHOLD EXCEPT
[_] [_] [_]
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
``For All Except'' Box and strike a line through the nominee's name.
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX [_]
Dated, ___________________ , 1997
Please sign name exactly as imprinted (do not print).
- -----------------------------------------------------
Signature
Please indicate any changes in address below.
- --------------------------------------------------------------------------------
PRX04DWD
PLEASE DETACH AT PERFORATION ALONG DOTTED LINE
DEAN WITTER, DISCOVER & CO.
================================================================================
IMPORTANT
PLEASE SEND IN YOUR VIF............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED VIF AND RETURN
IT PROMPTLY. TO HAVE YOUR PLAN SHARES VOTED IN ACCORDANCE
WITH YOUR DIRECTIONS, YOU MUST COMPLETE AND RETURN THE VIF
SO THAT IT IS RECEIVED NOT LATER THAN 5:00 P.M., EASTERN TIME,
ON MAY 23, 1997.
================================================================================
<PAGE>
DEAN WITTER, DISCOVER & CO.
Two World Trade Center
New York, New York 10048
1997 VOTING INSTRUCTION FORM ("VIF")
FOR SPS TRANSACTION SERVICES, INC. START PLAN PARTICIPANTS
Mellon Bank, N.A., as Trustee under the SPS Transaction Services, Inc. START
Plan (Saving Today Affords Retirement Tomorrow) (the "Plan"), is hereby directed
to vote, in person or by proxy, all of the shares of common stock of Dean
Witter, Discover & Co. ("Dean Witter Discover") in the undersigned's Plan
account, as indicated on the reverse side of this VIF, at the 1997 Annual
Meeting of Stockholders of Dean Witter Discover to be held on May 28, 1997 at
9:00 A.M., local time, and at any and all adjournments or postponements thereof,
upon the proposals listed on the reverse side of this VIF and more fully
described in the Notice of Annual Meeting of Stockholders dated April 11, 1997
and the Dean Witter Discover and Morgan Stanley Group Inc. ("Morgan Stanley")
Joint Proxy Statement/Prospectus dated April 11, 1997 and, in its (or the
proxies') discretion, for the election of a person to the Board of Directors if
any nominee named herein becomes unable to serve or for good cause will not
serve, upon all matters incident to the conduct of the Annual Meeting and upon
all matters presented at the Annual Meeting but which were not known to the
Board of Directors at a reasonable time before the solicitation of this VIF. The
undersigned understands that this VIF, properly completed, must be received no
later than 5:00 P.M., Eastern Time, on May 23, 1997 for my shares to be voted in
accordance with my instructions. The undersigned also understands that, if I
sign, date and return this VIF, the Trustee or proxies will vote for each
proposal for which I do not give voting instructions and in the discretion of
the Trustee or proxies on all other matters that may properly come before the
Annual Meeting. The undersigned further understands that the Trustee intends to
vote or grant proxies with respect to all undirected shares held under the Plan
in the same proportion as the shares of all participants who have timely
delivered properly executed voting instructions, unless otherwise required by
law.
PLEASE SIGN AND DATE THIS VIF ON THE OTHER SIDE. A POSTAGE-PAID RETURN ENVELOPE
IS ENCLOSED. UNDER THE TERMS OF THE PLAN, THE TRUSTEE WILL HOLD YOUR VOTING
INSTRUCTION IN CONFIDENCE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
FOR ALL
FOR WITHHOLD EXCEPT
[_] [_] [_]
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
``For All Except'' Box and strike a line through the nominee's name.
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX [_]
Dated ___________________ , 1997
Please sign name exactly as imprinted (do not print).
- -----------------------------------------------------
Signature
Please indicate any changes in address below.
- --------------------------------------------------------------------------------
PRX04DWD
PLEASE DETACH AT PERFORATION ALONG DOTTED LINE
DEAN WITTER, DISCOVER & CO.
================================================================================
IMPORTANT
PLEASE SEND IN YOUR VIF............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED VIF AND RETURN
IT PROMPTLY. TO HAVE YOUR PLAN SHARES VOTED IN ACCORDANCE
WITH YOUR DIRECTIONS, YOU MUST COMPLETE AND RETURN THE VIF
SO THAT IT IS RECEIVED NOT LATER THAN 5:00 P.M., EASTERN TIME,
ON MAY 23, 1997.
================================================================================
<PAGE>
DEAN WITTER, DISCOVER & CO.
Two World Trade Center
New York, New York 10048
1997 VOTING INSTRUCTION FORM ("VIF")
FOR DEAN WITTER REYNOLDS INC. BRANCH MANAGER COMPENSATION PLAN PARTICIPANTS
Dean Witter Trust Company, as Custodian under the Dean Witter Reynolds Inc.
Branch Manager Compensation Plan (the "Plan"), is hereby directed to vote, in
person or by proxy, all of the shares of common stock of Dean Witter, Discover &
Co. ("Dean Witter Discover") in the undersigned's Plan account, as indicated on
the reverse side of this VIF, at the 1997 Annual Meeting of Stockholders of Dean
Witter Discover to be held on May 28, 1997 at 9:00 A.M., local time, and at any
and all adjournments or postponements thereof, upon the proposals listed on the
reverse side of this VIF and more fully described in the Notice of Annual
Meeting of Stockholders dated April 11, 1997 and the Dean Witter Discover and
Morgan Stanley Group Inc. ("Morgan Stanley") Joint Proxy Statement/Prospectus
dated April 11, 1997 and, in its (or the proxies') discretion, for the election
of a person to the Board of Directors if any nominee named herein becomes unable
to serve or for good cause will not serve, upon all matters incident to the
conduct of the Annual Meeting and upon all matters presented at the Annual
Meeting but which were not known to the Board of Directors at a reasonable time
before the solicitation of this VIF. The undersigned understands that, if I
sign, date and return this VIF, the Custodian or proxies will vote for each
proposal for which I do not give voting instructions and in the discretion of
the Custodian or proxies on all other matters that may properly come before the
Annual Meeting. The undersigned also understands that this VIF, properly
completed, must be received no later than 5:00 P.M., Eastern Time, on May 23,
1997, or the Custodian will not vote the shares in my Plan account.
PLEASE SIGN AND DATE THIS VIF ON THE OTHER SIDE.
A POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
FOR ALL
FOR WITHHOLD EXCEPT
[_] [_] [_]
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" Box and strike a line through the nominee's name.
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX [_]
Dated ___________________ , 1997
Please sign name exactly as imprinted (do not print).
- -----------------------------------------------------
Signature
Please indicate any changes in address below.
- --------------------------------------------------------------------------------
PRX03DWD
PLEASE DETACH AT PERFORATION ALONG DOTTED LINE
DEAN WITTER, DISCOVER & CO.
================================================================================
IMPORTANT
PLEASE SEND IN YOUR VIF............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED VIF AND RETURN
IT PROMPTLY. TO HAVE YOUR PLAN SHARES VOTED IN ACCORDANCE
WITH YOUR DIRECTIONS, YOU MUST COMPLETE AND RETURN THE VIF
SO THAT IT IS RECEIVED NOT LATER THAN 5:00 P.M., EASTERN TIME,
ON MAY 23, 1997.
================================================================================
<PAGE>
DEAN WITTER, DISCOVER & CO.
Two World Trade Center
New York, New York 10048
1997 VOTING INSTRUCTION FORM ("VIF")
FOR DEAN WITTER REYNOLDS INC. ACCOUNT EXECUTIVE PRODUCTIVITY
COMPENSATION PLAN PARTICIPANTS
Dean Witter Trust Company, as Custodian under the Dean Witter Reynolds Inc.
Account Executive Productivity Compensation Plan (the "Plan"), is hereby
directed to vote, in person or by proxy, all of the shares of common stock of
Dean Witter, Discover & Co. ("Dean Witter Discover") in the undersigned's Plan
account, as indicated on the reverse side of this VIF, at the 1997 Annual
Meeting of Stockholders of Dean Witter Discover to be held on May 28, 1997 at
9:00 A.M., local time, and at any and all adjournments or postponements thereof,
upon the proposals listed on the reverse side of this VIF and more fully
described in the Notice of Annual Meeting of Stockholders dated April 11, 1997
and the Dean Witter Discover and Morgan Stanley Group Inc. ("Morgan Stanley")
Joint Proxy Statement/Prospectus dated April 11, 1997 and, in its (or the
proxies') discretion, for the election of a person to the Board of Directors if
any nominee named herein becomes unable to serve or for good cause will not
serve, upon all matters incident to the conduct of the Annual Meeting and upon
all matters presented at the Annual Meeting but which were not known to the
Board of Directors at a reasonable time before the solicitation of this VIF. The
undersigned understands that, if I sign, date and return this VIF, the
Custodian or proxies will vote for each proposal for which I do not give voting
instructions and in the discretion of the Custodian or proxies on all other
matters that may properly come before the Annual Meeting. The undersigned also
understands that this VIF, properly completed, must be received not later than
5:00 P.M., Eastern Time, on May 23, 1997, or the Custodian will not vote the
shares in my Plan account.
PLEASE SIGN AND DATE THIS VIF ON THE OTHER SIDE.
A POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
FOR ALL
FOR WITHHOLD EXCEPT
[_] [_] [_]
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" Box and strike a line through the nominee's name.
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX [_]
Dated ___________________ , 1997
Please sign name exactly as imprinted (do not print).
- -----------------------------------------------------
Signature
Please indicate any changes in address below.
- --------------------------------------------------------------------------------
PRX02DWD
PLEASE DETACH AT PERFORATION ALONG DOTTED LINE
DEAN WITTER, DISCOVER & CO.
================================================================================
IMPORTANT
PLEASE SEND IN YOUR VIF............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED VIF AND RETURN
IT PROMPTLY. TO HAVE YOUR PLAN SHARES VOTED IN ACCORDANCE
WITH YOUR DIRECTIONS, YOU MUST COMPLETE AND RETURN THE VIF
SO THAT IT IS RECEIVED NOT LATER THAN 5:00 P.M., EASTERN TIME,
ON MAY 23, 1997.
================================================================================
<PAGE>
DEAN WITTER, DISCOVER & CO.
Two World Trade Center
New York, New York 10048
1997 VOTING INSTRUCTION FORM ("VIF")
FOR DEAN WITTER, DISCOVER & CO. EMPLOYEE STOCK PURCHASE PLAN PARTICIPANTS
Dean Witter Trust Company, as Custodian under the Dean Witter, Discover
& Co. Employee Stock Purchase Plan (the "Plan"), is hereby
directed to vote, in person or by proxy, all of the shares of common stock
of Dean Witter, Discover & Co. ("Dean Witter Discover")
in the undersigned's Plan account, as indicated on the reverse side of this
VIF, at the 1997 Annual Meeting of Stockholders of Dean
Witter Discover to be held on May 28, 1997 at 9:00 A.M., local time, and
at any and all adjournments or postponements thereof, upon
the proposals listed on the reverse side of this VIF and more fully described
in the Notice of Annual Meeting of Stockholders dated April
11, 1997 and the Dean Witter Discover and Morgan Stanley Group Inc. ("Morgan
Stanley") Joint Proxy Statement/Prospectus dated
April 11, 1997 and, in its (or the proxies') discretion, for the election
of a person to the Board of Directors if any nominee named herein
becomes unable to serve or for good cause will not serve, upon all matters
incident to the conduct of the Annual Meeting and upon all
matters presented at the Annual Meeting but which were not known to the
Board of Directors at a reasonable time before the solicitation
of this VIF. The undersigned understands that, if I sign, date and return
this VIF, the Custodian or proxies will vote for each proposal
for which I do not give voting instructions and in the discretion of the
Custodian or proxies on all other matters that may properly come
before the Annual Meeting. The undersigned also understands that this VIF,
properly completed, must be received not later than 5:00
P.M., Eastern Time, on May 23, 1997, or the Custodian will not vote the
shares in my Plan account.
PLEASE SIGN AND DATE THIS VIF ON THE OTHER SIDE.
A POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
THE DEAN WITTER DISCOVER BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
FOLLOWING PROPOSALS:
1. Proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997, between Dean Witter Discover and Morgan Stanley,
providing for the merger of Morgan Stanley with and into Dean Witter
Discover.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Proposal to elect as directors all nominees listed (except as marked to the
contrary below):
FOR ALL
FOR WITHHOLD EXCEPT
[_] [_] [_]
Philip J. Purcell, Thomas C. Schneider, Edward A. Brennan, C. Robert Kidder,
Miles L. Marsh, Michael A. Miles and Clarence B. Rogers, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" Box and strike a line through the nominee's name.
3. Proposal to ratify the appointment of Deloitte & Touche LLP as Dean Witter
Discover's independent auditors for the fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to approve the Dean Witter Discover Employees' Equity Accumulation
Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX [_]
Dated ___________________ , 1997
Please sign name exactly as imprinted (do not print).
- -----------------------------------------------------
Signature
Please indicate any changes in address below.
- --------------------------------------------------------------------------------
PRX01DWD
PLEASE DETACH AT PERFORATION ALONG DOTTED LINE
DEAN WITTER, DISCOVER & CO.
================================================================================
IMPORTANT
PLEASE SEND IN YOUR VIF............TODAY!
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED VIF AND RETURN
IT PROMPTLY. TO HAVE YOUR PLAN SHARES VOTED IN ACCORDANCE
WITH YOUR DIRECTIONS, YOU MUST COMPLETE AND RETURN THE VIF
SO THAT IT IS RECEIVED NOT LATER THAN 5:00 P.M., EASTERN TIME,
ON MAY 23, 1997.
================================================================================
<PAGE>
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
(212) 474-1964
April 14, 1997
Additional Definitive Proxy Materials
-------------------------------------
Dean Witter, Discover & Co.
---------------------------
Dear Ladies and Gentlemen:
On behalf of our client, Dean Witter, Discover & Co., a Delaware
corporation (the "Company"), included herewith for electronic filing pursuant to
Rule 14(a)-6 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Regulation S-T of the Securities Exchange Commission
is additional definitive proxy materials.
Please call me at the above number if you have any questions relating to
this filing.
Very truly yours,
/s/ Robert I. Townsend, III
Robert I. Townsend, III
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
243A
