MORGAN STANLEY DEAN WITTER DISCOVER & CO, S-3, 1998-02-13

MORGAN STANLEY DEAN WITTER DISCOVER & CO
S-3, 1998-02-13
FINANCE SERVICES

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As filed with the Securities and Exchange Commission on February 13, 1998
REGISTRATION NO. 333-
333-
333-
333-
333-
333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
<S> <C> <C>
MORGAN STANLEY, DEAN
WITTER, DISCOVER & CO. DELAWARE 36-3145972
MSDW CAPITAL TRUST I DELAWARE To Be Applied For
MSDW CAPITAL TRUST II DELAWARE To Be Applied For
MSDW CAPITAL TRUST III DELAWARE To Be Applied For
MSDW CAPITAL TRUST IV DELAWARE To Be Applied For
MSDW CAPITAL TRUST V DELAWARE To Be Applied For
(Exact name of each Registrant as (State or other jurisdiction (I.R.S. Employer
specified in its charter) of incorporation or organization) Identification No.)
</TABLE>

____________________

1585 Broadway
New York, New York 10036
(212) 761-4000
(Address, including zip code, and telephone number,
including area code, of Registrants' principal executive offices)

____________________

Christine A. Edwards, Esq.
Executive Vice President, Chief Legal Officer and Secretary
Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036
(212) 761-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

____________________

<TABLE>
<CAPTION>
<S> <C> <C>
Joseph W. Armbrust, Esq. COPIES TO: John M. Brandow, Esq.
Brown & Wood LLP Davis Polk & Wardwell
One World Trade Center 450 Lexington Avenue
New York, New York 10048 New York, New York 10017

</TABLE>

____________________

Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 ("Securities Act"), other than Securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box. / /

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(2) PRICE PER UNIT(3) PRICE(3) REGISTRATION FEE
Morgan Stanley, Dean Witter, Discover
& Co. Debt Securities(4) . . . . . . . . . . .
MSDW Capital Trust I Capital Securities . . . .
MSDW Capital Trust II Capital Securities . . . .
MSDW Capital Trust III Capital Securities. . . . }$1,500,000,000 100% $1,500,000,000 $442,500
MSDW Capital Trust IV Capital Securities . . . .
MSDW Capital Trust V Capital Securities . . . .
Guarantees of Morgan Stanley, Dean Witter,
Discover & Co. with respect to
Capital Securities(5) . . . . . . . . . . . .
</TABLE>

(1) Securities registered hereunder may be sold separately, together or as
units with other securities registered hereunder.
(2) Or, if any securities are issued with an original issue discount, such
amount that the aggregate initial offering price of all securities
registered hereunder will not exceed $1,500,000,000 or, if any of the
securities registered hereunder are issued with an offering price
payable in a foreign currency or composite currently, such amount as
shall result in an aggregate initial offering price equivalent to
$1,500,000,000 at the time of the initial offering. This registration
statement also relates to offers and sales of securities in connection
with market-making transactions by and through affiliates of the
Registrants (subject, with respect to any securities listed on a stock
exchange or quoted on an automatic quotation system, to any required
approval of such stock exchange or quotation system in connection with
market-making transactions by and through Morgan Stanley & Co.
Incorporated and Dean Witter Reynolds Inc.).
(3) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(o). Exclusive of accrued interest, if any.
(4) Plus such indeterminate amount of Debt Securities as may be issued in
connection with the issuance of Capital Securities of MSDW Capital Trust
I, MSDW Capital Trust II, MSDW Capital Trust III, MSDW Capital Trust IV
and MSDW Capital Trust V (the "Capital Securities"). Such Debt
Securities will be issued for no additional consideration.
(5) No additional consideration will be received for the Morgan Stanley,
Dean Witter, Discover & Co. Guarantees with respect to the Capital
Securities.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

PROSPECTUS SUPPLEMENT (SUBJECT TO COMPLETION, ISSUED FEBRUARY 13, 1998)
(TO PROSPECTUS DATED , 1998)

MSDW CAPITAL TRUST ( )

% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $25 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, TO THE EXTENT DESCRIBED HEREIN, BY

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
------------------------
The % Capital Securities (the "Capital Securities") offered hereby
will represent preferred undivided beneficial interests in the assets of MSDW
Capital Trust ( ), a statutory business trust created under the laws of the
State of Delaware (the "Issuer Trust"). Morgan Stanley, Dean Witter,
Discover & Co. (the "Company") will initially be the owner, directly or
indirectly, of all the beneficial interests represented by common securities
of the Issuer Trust (the "Common Securities" and, together with the Capital
Securities, the "Trust Securities"). The Issuer Trust exists for the sole
purpose of issuing the Trust Securities and investing the proceeds thereof in
% Junior Subordinated Deferrable Interest Debentures (the "Junior
Subordinated Debentures," and together with the Trust Securities, the
"Securities") to be issued by the Company. The Junior Subordinated
Debentures will mature on (such date, as it may be advanced under
certain circumstances, as hereinafter described, the "Stated Maturity"),
which may be advanced to a date not earlier than . The Capital
Securities will have a preference under certain circumstances with respect to
cash distributions and amounts payable on liquidation, redemption or
otherwise over the Common Securities. See "Description of Capital Securities
- --Subordination of Common Securities" in the accompanying Prospectus.

The Capital Securities will be represented by one or more global
Securities in fully registered form, deposited with a custodian for and
registered in the name of a nominee of The Depository Trust Company (the
"Depository" or "DTC"). Beneficial interests in such global Capital
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants. Except as described
under "Description of Capital Securities" in this Prospectus Supplement,
Capital Securities in definitive form will not be issued and owners of
beneficial interests in the global Securities will not be considered holders
of the Capital Securities.
(continued on next page)
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE S-6 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN EVALUATING AN
INVESTMENT IN THE CAPITAL SECURITIES.
------------------------

APPLICATION WILL BE MADE TO LIST THE CAPITAL SECURITIES ON THE NEW YORK
STOCK EXCHANGE, INC. (THE "NYSE"). TRADING OF THE CAPITAL SECURITIES ON THE
NYSE IS EXPECTED TO COMMENCE WITHIN A 30-DAY PERIOD AFTER THE INITIAL
DELIVERY OF THE CAPITAL SECURITIES.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

PRICE $ PER CAPITAL SECURITY

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Underwriting
Price to Commissions and Proceeds to the
Public(1) Discounts(2) Issuer Trust (3)(5)
Per Capital Security . . . . . . $ (3) $
Total (4) . . . . . . . . . . . $ (3) $
</TABLE>

- ------------------
(1) Plus accumulated Distributions, if any, from , 1998.
(2) The Company and the Issuer Trust have each agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting" in
this Prospectus Supplement.
(3) In view of the fact that the proceeds of the sale of the Capital
Securities will be used to purchase the Junior Subordinated Debentures,
the Company has agreed to pay to the Underwriters, as compensation for
their arranging the investment therein of such proceeds, $ per Capital
Security (or $ in the aggregate). See "Underwriting" in this
Prospectus Supplement.
(4) The Company has granted to the Underwriters an option, exercisable
within 30 days of the date of this Prospectus Supplement, to purchase up
to an aggregate of additional Capital Securities at
the price to public for the purpose of covering over-allotments, if any.
If the Underwriters exercise such option in full, the total price to
public and proceeds to Company will be $ . If the option to
purchase additional Capital Securities is exercised, the aggregate
compensation paid to the Underwriters for their arranging the investment
in the Junior Subordinated Debentures will be $ .
(5) Before deducting estimated expenses of $ payable by the
Company.
------------------------

The Capital Securities are offered subject to prior sale, when, as and
if issued to and accepted by the Underwriters and subject to approval of
certain legal matters by Davis Polk & Wardwell, counsel for the Underwriters,
and to certain other conditions. It is expected that delivery of the Capital
Securities will be made in book-entry form through the book-entry facilities
of DTC on or about , 1998, against payment therefor in
immediately available funds.

This Prospectus Supplement and the accompanying Prospectus may be used
by the Underwriters in connection with offers and sales of the Capital
Securities in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale or otherwise. The Underwriters
may act as principal or agent in such transactions.
------------------------

MORGAN STANLEY DEAN WITTER
, 1998

(continued from the previous page)

Holders of the Capital Securities will be entitled to receive
preferential cumulative cash distributions accumulating from , 1998
and payable quarterly in arrears on the day of , , and
of each year, commencing , 1998, at the annual rate of %
of the liquidation amount of $25 per Capital Security ("Distributions"). The
Company will have the right to defer payment of interest on the Junior
Subordinated Debentures at any time or from time to time for a period not
exceeding 20 consecutive quarterly periods with respect to each deferral
period (each, an "Extension Period"), provided that no Extension Period may
extend beyond the Stated Maturity. No interest shall be due and payable
during any Extension Period, except at the end thereof. Upon the termination
of any Extension Period and the payment of all amounts then due, the Company
may elect to begin a new Extension Period subject to the requirements
described herein. If interest payments on the Junior Subordinated Debentures
are so deferred, Distributions will also be deferred and the Company will not
be permitted, subject to certain exceptions described herein, to declare or
pay any cash distributions with respect to the Company's capital stock or
with respect to debt securities of the Company that rank pari passu in all
respects with or junior to the Junior Subordinated Debentures. During an
Extension Period, interest on the Junior Subordinated Debentures will
continue to accrue (and the amount of Distributions will accumulate) at the
rate of % per annum, compounded quarterly, and holders of Capital
Securities will be required to accrue such amounts as interest income for
United States federal income tax purposes. See "Description of Junior
Subordinated Debentures--Option to Extend Interest Payment Period" and
"Certain Federal Income Tax Consequences--Interest Income and Original Issue
Discount," each in this Prospectus Supplement.

The Company will, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Junior Subordinated Debt Indenture (each as
defined herein), taken together, fully, irrevocably and unconditionally
guarantee all the Issuer Trust's obligations under the Capital Securities as
described below. See "Relationship Among the Capital Securities, the Junior
Subordinated Debentures and the Guarantee--Full and Unconditional Guarantee"
in this Prospectus Supplement. The Guarantee of the Company guarantees the
payment of Distributions and payments on liquidation or redemption of the
Capital Securities, but only in each case to the extent of funds held by the
Issuer Trust, as described herein and in the accompanying Prospectus (the
"Guarantee"). See "Description of Guarantee" herein and "Description of
Guarantees" in the accompanying Prospectus. If the Company does not make
payments on the Junior Subordinated Debentures held by the Issuer Trust, the
Issuer Trust will have insufficient funds to pay Distributions on and other
amounts payable under the Capital Securities. In such event, a holder of
Capital Securities may institute a legal proceeding directly against the
Company to enforce payment of such Distributions to such holder. See
"Description of Junior Subordinated Debentures--Enforcement of Certain Rights
by Holders of Capital Securities" in this Prospectus Supplement. The
Guarantee does not cover payment of Distributions when the Issuer Trust does
not have sufficient funds to pay such Distributions. The obligations of the
Company under the Guarantee and the Junior Subordinated Debentures are
subordinate and junior in right of payment to all Senior Indebtedness (as
defined in the Junior Subordinated Debt Indenture) of the Company. As of
August 31, 1997, there was approximately $39.1 billion of outstanding Senior
Indebtedness (as so defined) of the Company. Because the Company is a
holding company, the Junior Subordinated Debentures and the Guarantee are
effectively subordinated to all indebtedness and other liabilities of its
subsidiaries. As of August 31, 1997, the Company's subsidiaries had
indebtedness and other liabilities of approximately $3.1 billion.
See "Description of Debt Securities--Subordinated Debt--Junior Subordinated
Debt" in the accompanying Prospectus.

The Capital Securities will be subject to mandatory redemption in whole,
but not in part, upon repayment of the Junior Subordinated Debentures at
Stated Maturity or their earlier redemption. The Junior Subordinated
Debentures are redeemable prior to the Stated Maturity at the option of the
Company (i) on or after , in whole at any time or in part from
time to time, and (ii) prior to , in whole (but not in part) at
any time within 90 days following the occurrence and continuation of a Tax
Event or an Investment Company Event (each as defined herein), in each case
at a redemption price equal to 100% of the principal amount of the Junior
Subordinated Debentures so redeemed plus accrued and unpaid interest
thereon to the date fixed for redemption. See "Description of Junior
Subordinated Debentures--Redemption" and "Description of Capital Securities--
Liquidation Distribution Upon Dissolution," each in this Prospectus Supplement.

The holders of the outstanding Common Securities have the right at any
time to dissolve the Issuer Trust and, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to cause the
Junior Subordinated Debentures to be distributed to the holders of the
Capital Securities and Common Securities in liquidation of the Issuer Trust.
See "Description of Capital Securities--Liquidation Distribution Upon
Dissolution" in this Prospectus Supplement.

Application will be made to list the Capital Securities on the NYSE. If
the Junior Subordinated Debentures are distributed to the holders of Capital
Securities upon the liquidation of the Issuer Trust, the Company will use all
reasonable efforts to list the Junior Subordinated Debentures on the NYSE or
such other securities exchange or automated quotation system, if any, on
which the Capital Securities may then be listed or traded.

In the event of the dissolution of the Issuer Trust, after satisfaction
of liabilities to creditors of the Issuer Trust as provided by applicable
law, the holders of the Capital Securities will be entitled to receive a
liquidation amount of $25 per Capital Security plus accumulated and unpaid
Distributions thereon to the date of payment, subject to certain exceptions,
which may be in the form of a distribution of such amount in Junior
Subordinated Debentures. See "Description of Capital Securities--Liquidation
Distribution Upon Dissolution" in this Prospectus Supplement.

If the purchaser is using for its purchase of the Capital Securities the
assets of an Employee Benefit Plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or of a plan or
individual retirement account subject to section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), the purchase shall constitute a
representation by such person that its purchase and holding of the Capital
Securities will not result in a non-exempt prohibited transaction under ERISA
or the Code. See "Certain ERISA Considerations" in this Prospectus
Supplement.

The information in this Prospectus Supplement supplements, and should be
read in conjunction with, the information contained in the accompanying
Prospectus.

As used herein, (i) the "Junior Subordinated Debt Indenture" means the
Junior Subordinated Debt Indenture, as amended and supplemented from time to
time, between the Company and The Bank of New York, as trustee (the "Debt
Securities Trustee"), pursuant to which the Junior Subordinated Debentures
are issued, (ii) the "Trust Agreement" means the Amended and Restated Trust
Agreement relating to the Issuer Trust, as amended and supplemented from time
to time, among the Company, as Depositor, The Bank of New York, as Property
Trustee (the "Property Trustee"), The Bank of New York (Delaware), as
Delaware Trustee (the "Delaware Trustee") (collectively, the "Issuer
Trustees"), two individuals selected by the holders of the Common Securities
to act as administrators with respect to the Issuer Trust (the
"Administrators") and the holders, from time to time, of the Trust Securities
and (iii) the "Guarantee" means the Guarantee Agreement relating to the
Capital Securities, as amended and supplemented from time to time, between
the Company and The Bank of New York, as Guarantee Trustee (the "Guarantee
Trustee"). Unless otherwise expressly stated, all information in this
Prospectus Supplement assumes that the over-allotment option granted to the
Underwriters is not exercised. See "Underwriting" in this Prospectus
Supplement.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
CAPITAL SECURITIES OFFERED HEREBY. SPECIFICALLY, THE UNDERWRITERS MAY
OVERALLOT CAPITAL SECURITIES, AND MAY BID FOR, AND PURCHASE, THE CAPITAL
SECURITIES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING" IN THIS PROSPECTUS SUPPLEMENT.
----------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE ISSUER TRUST OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page Page
---- ----

Risk Factors . . . . . . . . S-6 Description of Guarantee . . . S-30
MSDW Capital Trust ( ) . . . S-12 Relationship Among the Capital
Use of Proceeds . . . . . . . S-13 Securities, the Junior
Capitalization . . . . . . . S-13 Subordinated Debentures and
Accounting Treatment . . . . S-15 the Guarantee . . . . . . . . S-31
Description of Capital Certain Federal Income Tax
Securities . . . . . . . . S-15 Consequences . . . . . . . . S-33
Description of Junior Certain ERISA Considerations . . S-39
Subordinated Debentures . . S-23 Underwriting . . . . . . . . . . S-40

PROSPECTUS

Available Information . . . . . 3 Description of Debt Securities. . 8
Incorporation of Certain Description of Capital Securities 16
Documents by Reference . . 4 Global Securities . . . . . . . . 23
The Company . . . . . . . . . . 5 Description of Guarantees . . . . 25
The Issuer Trusts . . . . . . 6 Plan of Distribution . . . . . . 28
Use of Proceeds . . . . . . . 7 Validity of Securities . . . . . 30
Consolidated Ratios of Earnings Experts . . . . . . . . . . . . . 30
to Fixed Charges and Earnings
to Fixed Charges and Preferred
Stock Dividends . . . . . . . . 7

RISK FACTORS

Prospective purchasers of the Capital Securities should carefully review
the information contained elsewhere in this Prospectus Supplement and the
accompanying Prospectus and should particularly consider the following
matters.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBENTURES

The obligations of the Company under the Guarantee issued by the Company
for the benefit of the holders of Capital Securities and under the Junior
Subordinated Debentures are subordinate and junior in right of payment to all
Senior Indebtedness (as defined in the Junior Subordinated Debt Indenture).
As of August 31, 1997, there was approximately $39.1 billion of outstanding
Senior Indebtedness (as so defined) of the Company. None of the Junior
Subordinated Debt Indenture, the Guarantee or the Trust Agreement places any
limitation on the amount of secured or unsecured debt, including such Senior
Indebtedness, that may be incurred by the Company. Because the Company is a
holding company, the Junior Subordinated Debentures and the Guarantee are
effectively subordinated to all indebtedness and other liabilities of its
subsidiaries. See "Description of Guarantee--Status of the Guarantee" in
this Prospectus Supplement and "Description of Debt Securities--Subordinated
Debt" in the accompanying Prospectus.

The ability of the Issuer Trust to pay amounts due on the Capital
Securities is solely dependent upon the Company's making payments on the
Junior Subordinated Debentures as and when required.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES

So long as no Event of Default (as defined in the Junior Subordinated
Debt Indenture and herein referred to as a "Debenture Event of Default") has
occurred and is continuing with respect to the Junior Subordinated
Debentures, the Company will have the right to defer the payment of interest
on the Junior Subordinated Debentures at any time or from time to time for a
period not exceeding 20 consecutive quarterly periods with respect to each
Extension Period, provided that no Extension Period may extend beyond the
Stated Maturity of the Junior Subordinated Debentures. See "Description of
Junior Subordinated Debentures--Debenture Events of Default" in this
Prospectus Supplement. As a consequence of any such deferral, quarterly
Distributions on the Capital Securities by the Issuer Trust will be deferred
during any such Extension Period. Distributions to which holders of the
Capital Securities are entitled will accumulate additional Distributions
thereon during any Extension Period at the rate of % per annum, compounded
quarterly from the most recent Distribution payment date on which
Distributions were paid, computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period.
Additional Distributions payable for each full Distribution period will be
computed by dividing the rate per annum by four. The term "Distribution" as
used herein shall include any such additional Distributions. During any such
Extension Period, the Company is subject to certain restrictions. See
"Description of Junior Subordinated Debentures--Restrictions on Certain
Payments; Certain Covenants of the Company" in this Prospectus Supplement.
Prior to the dissolution of any such Extension Period, the Company may
further defer the payment of interest, provided that no Extension Period may
exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity
of the Junior Subordinated Debentures.

Upon the termination of any Extension Period and the payment of all
interest then accrued and unpaid (together with interest thereon at the
annual rate of %, compounded quarterly) on the Junior Subordinated
Debentures, the Company may elect to begin a new Extension Period subject to
the above conditions. No interest shall be due and payable during an
Extension Period, except at the end thereof. The Company must give the
Issuer Trustee notice of its election of an Extension Period at least one
Business Day (as defined herein) prior to the earlier of (i) the date the
Distributions on the Capital Securities would have been payable but for the
election to begin such Extension Period and (ii) the date the Property
Trustee is required to give notice to holders of the Capital Securities of
the record date or the date such Distributions are payable, but in any event
not less than one Business Day prior to such record date. The Property
Trustee will give notice of the Company's election to begin an Extension
Period to the holders of the Capital Securities. Subject to the foregoing,
there is no limitation on the number of times that the Company may elect to
begin an Extension Period. See "Description of Capital Securities--
Distributions" and "Description of Junior Subordinated Debentures--Option to
Extend Interest Payment Period," each in this Prospectus Supplement.

Should an Extension Period occur, a holder of Capital Securities will
continue to accrue income (in the form of original issue discount) in respect
of its pro rata share of the Junior Subordinated Debentures held by the
Issuer Trust for United States federal income tax purposes. As a result, a
holder of Capital Securities will include such income in gross income for
United States federal income tax purposes in advance of the receipt of cash,
and will not receive the cash related to such income from the Issuer Trust if
the holder disposes of the Capital Securities prior to the record date for
the payment of Distributions. See "Certain Federal Income Tax Consequences--
Interest Income and Original Issue Discount" and "--Sales of Capital
Securities" in this Prospectus Supplement.

The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures. However, should the Company elect to exercise such
right in the future, the market price of the Capital Securities is likely to
be affected. A holder that disposes of its Capital Securities during an
Extension Period, therefore, might not receive the same return on its
investment as a holder that continues to hold its Capital Securities. In
addition, as a result of the existence of the Company's right to defer
interest payments, the market price of the Capital Securities (which
represent preferred undivided beneficial interests in the assets of the
Issuer Trust) may be more volatile than the market prices of other securities
on which original issue discount or interest accrues that are not subject to
such deferrals.

TAX EVENT OR INVESTMENT COMPANY EVENT REDEMPTION

Upon the occurrence and continuation of a Tax Event or an Investment
Company Event (in each case, as defined herein), the Company will have the
right to redeem the Junior Subordinated Debentures in whole, but not in part,
at any time within 90 days following the occurrence and continuation of such
Tax Event or Investment Company Event and thereby cause a mandatory
redemption of the Capital Securities. If the Company redeems the Junior
Subordinated Debentures, it will thereby cause a mandatory redemption of the
Capital Securities. Any such redemption will be at a Redemption Price equal
to 100% of the Liquidation Amount (as defined herein) of such Capital
Securities plus accumulated and unpaid Distributions to but excluding the
date fixed for redemption. See "Description of Junior Subordinated
Debentures--Redemption" and "Description of Capital Securities--Redemption"
and "--Liquidation Distribution Upon Dissolution," each in this Prospectus
Supplement.

CONDITIONAL RIGHT TO ADVANCE MATURITY

If a Tax Event occurs, then the Company will have the right, prior to
the dissolution of the Issuer Trust, to advance the Stated Maturity of the
Junior Subordinated Debentures to the minimum extent required in order to
allow for the payments of interest in respect of the Junior Subordinated
Debentures to continue to be tax deductible, but in no event shall the
resulting maturity of the Junior Subordinated Debentures be less than 15
years from the date of original issuance thereof. The State Maturity shall
be advanced only if, in the opinion of counsel to the Company experienced in
such matters, (a) after advancing the Stated Maturity, interest paid on the
Junior Subordinated Debentures will be deductible for United States federal
income tax purposes and (b) advancing the Stated Maturity will not result in
a taxable event to holders of the Capital Securities.

EXCHANGE OF CAPITAL SECURITIES FOR JUNIOR SUBORDINATED DEBENTURES

The holders of all the outstanding Common Securities have the right at
any time to dissolve the Issuer Trust and, after satisfaction of liabilities
to creditors of the Issuer Trust as provided by applicable law, cause the
Junior Subordinated Debentures to be distributed to the holders of the
Capital Securities and Common Securities in liquidation of the Issuer Trust.
See "Description of Capital Securities--Liquidation Distribution Upon
Dissolution" in this Prospectus Supplement.

Under current United States federal income tax law and interpretations
and assuming, as expected, that the Issuer Trust will not be taxable as a
corporation, a distribution of the Junior Subordinated Debentures upon a
liquidation of the Issuer Trust will not be a taxable event to holders of the
Capital Securities. However, if a Tax Event were to occur that would cause
the Issuer Trust to be subject to United States federal income tax with
respect to income received or accrued on the Junior Subordinated Debentures,
a distribution of the Junior Subordinated Debentures by the Issuer Trust
would likely constitute a taxable event to the holders of the Capital
Securities. See "Certain Federal Income Tax Consequences" in this Prospectus
Supplement.

RIGHTS UNDER THE GUARANTEE

The Bank of New York will act as the trustee under the Guarantee and
will hold the Guarantee for the benefit of the holders of the Capital
Securities. The Bank of New York will also act as Debt Securities Trustee
for the Junior Subordinated Debentures and as Property Trustee under the
Trust Agreement. The Bank of New York (Delaware) will act as Delaware
Trustee under the Trust Agreement. The Guarantee guarantees to the holders
of the Capital Securities the following payments, to the extent not paid by
or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions required to be paid on the Capital Securities, to the extent
that the Issuer Trust has funds legally available therefor at such time; (ii)
the applicable Redemption Price with respect to any Capital Securities called
for redemption, to the extent that the Issuer Trust has funds on hand
available therefor at such time; and (iii) upon a voluntary or involuntary
dissolution, winding up or liquidation of the Issuer Trust (unless the Junior
Subordinated Debentures are distributed to holders of the Capital
Securities), the lesser of (a) the aggregate of the Liquidation Amount and
all accumulated and unpaid Distributions to the date of payment, and (b) the
amount of assets of the Issuer Trust remaining available for distribution to
holders of the Capital Securities on liquidation of the Issuer Trust.

The Guarantee is subordinated as described under "--Ranking of
Subordinated Obligations Under the Guarantee and the Junior Subordinated
Debentures" above and "Description of Guarantee--Status of the Guarantee" in
this Prospectus Supplement. The holders of not less than a majority in
aggregate Liquidation Amount of the outstanding Capital Securities will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Guarantee Trustee in respect of the Guarantee
or to direct the exercise of any trust power conferred upon the Guarantee
Trustee under the Guarantee.

If the Company were to default on its obligation to pay amounts payable
under the Junior Subordinated Debentures, the Issuer Trust would lack funds
for the payment of Distributions or amounts payable on redemption of the
Capital Securities or otherwise, and, in such event, holders of the Capital
Securities would not be able to rely upon the Guarantee for payment of such
amounts. Instead, if a Debenture Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to
pay any amounts payable in respect of the Junior Subordinated Debentures on
the payment date on which such payment is due and payable, then a holder of
Capital Securities may institute a legal proceeding directly against the
Company for enforcement of payment to such holder of any amounts payable in
respect of such Junior Subordinated Debentures having a principal amount
equal to the aggregate Liquidation Amount of the Capital Securities of such
holder (a "Direct Action").

In connection with any Direct Action, the Company will have a right of
set-off under the Junior Subordinated Debt Indenture to the extent of any
payment made by the Company to such holder of Capital Securities in the
Direct Action. Except as described herein, holders of Capital Securities
will not be able to exercise directly any other remedy available to the
holders of the Junior Subordinated Debentures or assert directly any other
rights in respect of the Junior Subordinated Debentures. See "Description of
Junior Subordinated Debentures--Debenture Events of Default" and "--
Enforcement of Certain Rights by Holders of Capital Securities" and
"Description of Guarantee," each in this Prospectus Supplement. The Trust
Agreement will provide that each holder of Capital Securities by acceptance
thereof agrees to the provisions of the Guarantee, the Junior Subordinated
Debentures and the Junior Subordinated Debt Indenture.

LIMITED VOTING RIGHTS

Holders of Capital Securities will have limited voting rights relating
generally to the modification of the Capital Securities and the Guarantee and
the exercise of the Issuer Trust's rights as holder of Junior Subordinated
Debentures. Holders of Capital Securities will not be entitled to appoint,
remove or replace the Property Trustee or the Delaware Trustee except upon
the occurrence of certain events specified in the Trust Agreement and
described herein. The Property Trustee and the holders of all the Common
Securities may, subject to certain conditions, amend the Trust Agreement
without the consent of holders of Capital Securities to cure any ambiguity or
make other provisions not inconsistent with other provisions under the Trust
Agreement or to ensure that the Issuer Trust (i) will not be taxable as a
corporation for United States federal income tax purposes, or (ii) will not
be required to register as an "investment company" under the Investment
Company Act. See "Description of Capital Securities--Voting Rights;
Amendment of Trust Agreement" and "--Removal of Issuer Trustees; Appointment
of Successors" in the accompanying Prospectus.

MARKET PRICES

There can be no assurance as to the market prices for Capital
Securities, or the market prices for Junior Subordinated Debentures that may
be distributed in exchange for Capital Securities if a liquidation of the
Issuer Trust occurs. Accordingly, the Capital Securities or the Junior
Subordinated Debentures that a holder of Capital Securities may receive on
liquidation of the Issuer Trust may trade at a discount to the price that the
investor paid to purchase the Capital Securities offered hereby. As a result
of the existence of the Company's right to defer interest payments, the
market price of the Capital Securities may be more volatile than the market
prices of other securities on which original issue discount accrues that are
not subject to such deferrals. Because holders of Capital Securities may
receive Junior Subordinated Debentures on dissolution of the Issuer Trust,
prospective purchasers of Capital Securities are also making an investment
decision with regard to the Junior Subordinated Debentures and should
carefully review all the information regarding the Junior Subordinated
Debentures contained herein. In addition, because the Company has the right
to advance the Stated Maturity of the Junior Subordinated Debentures, there
can be no assurance that the Company will not exercise its option to shorten
the maturity of the Junior Subordinated Debentures as permitted by the terms
thereof. If the Company does exercise such option, there can be no assurance
that advancing the Stated Maturity of the Junior Subordinated Debentures will
not have an effect on the market price of the Capital Securities. See
"Description of Junior Subordinated Debentures" in this Prospectus
Supplement.

TRADING CHARACTERISTICS OF CAPITAL SECURITIES

Application will be made to list the Capital Securities on the NYSE.
The Capital Securities may trade at prices that do not fully reflect the
value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Debentures. A holder of Capital Securities that disposes of its
Capital Securities between record dates for payments of Distributions (and
consequently does not receive a Distribution for the period prior to such
disposition) will nevertheless be required to include accrued but unpaid
interest on the Junior Subordinated Debentures through the date of
disposition in income as ordinary income and to add such amount to its
adjusted tax basis in the Capital Securities disposed of. Such holder will
recognize a capital loss to the extent that the selling price (which may not
fully reflect the value of accrued but unpaid interest) is less than its
adjusted tax basis (which will include accrued but unpaid interest). Subject
to certain limited exceptions, capital losses cannot be applied to offset
ordinary income for United States federal income tax purposes. See "Certain
Federal Income Tax Consequences--Sales of Capital Securities" in this
Prospectus Supplement.

Application will be made to list the Capital Securities on the NYSE. If
the Capital Securities are not listed on a national securities exchange or
the Nasdaq National Market and the Underwriters do not make a market for the
securities, the liquidity of the Capital Securities would be adversely
affected.

POSSIBLE TAX LAW CHANGES AFFECTING THE CAPITAL SECURITIES

On February 6, 1997, President Clinton proposed certain tax law changes
(the "Tax Proposal") that, among other things, generally would have denied
corporate issuers a deduction for interest on certain debt obligations that
had a maximum term in excess of 15 years and were not shown as indebtedness
on the separate balance sheet of the issuer or, where the instrument was
issued to a related party (other than a corporation), where the holder or
some other related party issued a related instrument that was not shown as
indebtedness on the issuer's consolidated balance sheet. The Tax Proposal
would have been effective generally for instruments issued on or after the
date of first Congressional committee action. The Tax Proposal was not
included in the recently enacted Taxpayer Relief Act of 1997. In addition,
the Tax Proposal was not included in President Clinton's 1999 Budget
proposal,which was released on February 2, 1998. However, if similar
legislation to the Tax Proposal is enacted in the future with retroactive
effect with respect to the Junior Subordinated Debentures, the Company would
not be entitled to an interest deduction with respect to the Junior
Subordinated Debentures. There can be no assurance that future legislation
similar to the Tax Proposal enacted after the date hereof, if any, will not
otherwise adversely affect the ability of the Company to deduct the interest
payable on the Junior Subordinated Debentures. Accordingly, there can be no
assurance that a Tax Event will not occur. See "Description of the Capital
Securities--Redemption" in this Prospectus Supplement.

MSDW CAPITAL TRUST ( )

The Issuer Trust is a statutory business trust created under Delaware
law pursuant to the filing of a certificate of trust with the Delaware
Secretary of State on , 1998. The Issuer Trust will be governed by
the Trust Agreement. The Company, as the holder, directly or indirectly, of
the Common Securities, intends to select two individuals who are employees or
officers of or affiliated with the Company to serve as the Administrators.
See "Description of Capital Securities--Miscellaneous" in the accompanying
Prospectus. The Issuer Trust exists for the exclusive purposes of (i)
issuing and selling the Trust Securities, (ii) using the proceeds from the
sale of the Trust Securities to acquire the Junior Subordinated Debentures
and (iii) engaging in only those other activities necessary, convenient or
incidental thereto (such as registering the transfer of the Trust
Securities). Accordingly, the Junior Subordinated Debentures will be the
sole assets of the Issuer Trust, and payments under the Junior Subordinated
Debentures will be the sole source of revenue of the Issuer Trust.

All of the Common Securities will be owned, directly or indirectly, by
the Company. The Common Securities will rank pari passu, and payments will
be made thereon pro rata, with the Capital Securities, except that upon the
occurrence and during the continuation of a Debenture Event of Default
arising as a result of any failure by the Company to pay any amounts in
respect of the Junior Subordinated Debentures when due, the rights of the
holders of the Common Securities to payment in respect of Distributions and
payments upon liquidation, redemption or otherwise will be subordinated to
the rights of the holders of the Capital Securities. See "Description of
Capital Securities--Subordination of Common Securities" in the accompanying
Prospectus. The Company will acquire Common Securities in an aggregate
liquidation amount equal to 3% of the total capital of the Issuer Trust. The
Issuer Trust has a term of ( ) years, but may dissolve earlier as provided
in the Trust Agreement.

USE OF PROCEEDS
(insert as necessary)

CAPITALIZATION

The following table sets forth the actual unaudited consolidated short-
term borrowings and total capitalization of the Company as of August 31,
1997, and as adjusted to give effect to the consummation of the offering of
the Capital Securities offered hereby. As of the date hereof and except as
disclosed in this Prospectus Supplement and the accompanying Prospectus,
including the documents incorporated by reference, there has been no material
change in the capitalization of the Company since August 31, 1997.

The following information should be read in conjunction with the
Company's audited supplemental consolidated financial statements for its
1996, 1995 and 1994 fiscal years, all as contained in the Company's Current
Report on Form 8-K dated May 31, 1997, and the Company's unaudited condensed
consolidated financial statements for its fiscal quarter ended August 31,
1997 included in the Company's quarterly filing on Form 10-Q as filed on
October 14, 1997, the related notes thereto, and Management's Discussion and
Analysis of Financial Condition and Results of Operations, all incorporated
by reference in the accompanying Prospectus.

<TABLE>
<CAPTION>
<S> <C> <C>
August 31, 1997
(In millions, except share data)
Actual As Adjusted

Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S.$22,704 U.S.$22,704
Current portion of long-term borrowings . . . . . . . . . . . . . . . . . . . . . . 5,565 5,565
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S.$28,269 U.S.$28,269
Long-term borrowings (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S.$19,631 U.S.$19,631
Capital Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999 999
Guaranteed preferred beneficial interests in the Company's __%. . . . . . . . . . .
junior subordinated debentures held by MSDW Capital Trust ( ) (2) . . . . . . . .
Shareholders' equity:
Preferred stock, par value $0.01 per share; authorized 30,000,000 shares:
ESOP Convertible Preferred Stock, liquidation preference U.S.$35.875;
outstanding 3,657,181 shares . . . . . . . . . . . . . . . . . . . . . . . . 131 131
7-3/8% Cumulative Preferred Stock, stated value U.S.$200; outstanding
1,000,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 200
7-3/4% Cumulative Preferred Stock, stated value U.S.$200; outstanding
1,000,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 200
Series A Fixed/Adjustable Rate Cumulative Preferred Stock, stated
value U.S.$200; outstanding 1,725,000 shares . . . . . . . . . . . . . . . . 345 345
Common stock, U.S.$0.01 par value; authorized 1,750,000,000 shares;
issued 602,829,994 shares; outstanding 591,895,690 shares . . . . . . . . . . 6 6
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,710 3,710
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,618 8,618
Cumulative translation adjustments. . . . . . . . . . . . . . . . . . . . . . . (7) (7)
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,203 13,203
Note receivable related to sale of preferred stock to ESOP . . . . . . . . . (76) (76)
Common stock held in treasury, at cost 10,934,304 shares . . . . . . . . . . (332) (332)
Stock compensation related adjustments . . . . . . . . . . . . . . . . . . . (8) (8)
Total shareholders' equity . . . . . . . . . . . . . . . . . . . 12,787 12,787
Total capitalization . . . . . . . . . . . . . . . . . . . . . . U.S.$33,417 U.S.$
</TABLE>

__________________

(1) Subsequent to August 31, 1997, additional senior notes aggregating U.S.
$1,601,319,847 were issued. The Company currently has effective (1)
registration statements pursuant to which it may issue up to an aggregate
of U.S. $3,200,000,000 of debt securities, of which U.S. $3,200,000,000
remains available to date and (2) a registration statement pursuant to
which it may issue up to U.S. $7,000,000,000 of debt securities, warrants,
preferred stock, depositary shares, purchase contracts and units, of which
U.S. $4,052,137,761 remains available to date.

(2) As described herein, the sole assets of the Issuer Trust will be U.S.
$ principal amount of Junior Subordinated Debentures issued by the
Company to the Issuer Trust (U.S. $ if the Underwriters' over-
allotment option is exercised in full). The Junior Subordinated
Debentures will bear interest at a fixed rate of % and will mature on
, subject to the right of the Company to advance the Stated
Maturity under certain circumstances. The Company will own all the
Common Securities of the Issuer Trust.

ACCOUNTING TREATMENT

For financial reporting purposes, the Issuer Trust will be treated as a
subsidiary of the Company and, accordingly, the accounts of the Issuer Trust
will be included in the consolidated financial statements of the Company.
The Capital Securities will be included in the consolidated balance sheets of
the Company and appropriate disclosures about the Capital Securities, the
Guarantee and the Junior Subordinated Debentures will be included in the
notes to the consolidated financial statementsof the Company. For financial
reporting purposes, Distributions on the Capital Securities will be recorded
in the consolidated statements of income of the Company.

DESCRIPTION OF CAPITAL SECURITIES

The following summary of certain terms and provisions of the Capital
Securities supplements the information set forth in the accompanying
Prospectus under the heading "Description of Capital Securities," to which
description reference is hereby made. This summary of certain terms and
provisions of the Capital Securities does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the Trust
Agreement, to which reference is hereby made. A copy of the form of the
Trust Agreement is available upon request from the Issuer Trustees.

GENERAL

The Capital Securities will be limited to $ aggregate
Liquidation Amount at any one time outstanding. The Capital Securities will
rank pari passu, and payments will be made thereon pro rata, with the Common
Securities except as described in the accompanying Prospectus under
"Description of Capital Securities--Subordination of Common Securities." The
Junior Subordinated Debentures will be registered in the name of the Issuer
Trust and held by the Property Trustee in trust for the benefit of the
holders of the Capital Securities and the Common Securities. The Guarantee
will be a guarantee on a subordinated basis with respect to the Capital
Securities but will not guarantee payment of Distributions or amounts payable
on redemption or liquidation of such Capital Securities when the Issuer Trust
does not have funds on hand available to make such payments. See
"Description of Guarantee" in this Prospectus Supplement.

DISTRIBUTIONS

The Capital Securities represent preferred undivided beneficial
interests in the assets of the Issuer Trust, and Distributions on each
Capital Security will be payable at the annual rate of % of the stated
Liquidation Amount of $25, payable quarterly in arrears on the day of
, , and of each year (each, a "Distribution Date"),
to the holders of the Capital Securities at the close of business on the
day of , , and (whether or not a
Business Day) next preceding the relevant Distribution Date. Distributions
on the Capital Securities will be cumulative. Distributions will accumulate
from , 1998. The first Distribution Date for the Capital
Securities will be , 1998. The amount of Distributions payable for
any period less than a full Distribution period will be computed on the basis
of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial month in such period. Distributions payable for each full
Distribution period will be computed by dividing the rate per annum by four.
If any date on which Distributions are payable on the Capital Securities is
not a Business Day, then payment of the Distributions payable on such date
will be made on the next succeeding day that is a Business Day (without any
additional Distributions or other payment in respect of any such delay), with
the same force and effect as if made on the date such payment was originally
payable.

So long as no Debenture Event of Default has occurred and is continuing,
the Company will have the right under the Junior Subordinated Debt Indenture
to defer the payment of interest on the Junior Subordinated Debentures at any
time and from time to time for a period not exceeding 20 consecutive
quarterly periods with respect to each Extension Period, provided that no
Extension Period may extend beyond the Stated Maturity of the Junior
Subordinated Debentures. As a consequence of any such deferral, quarterly
Distributions on the Capital Securities by the Issuer Trust will be deferred
during an Extension Period. Distributions to which holders of the
Capital Securities are entitled will accumulate additional distributions
thereon at the rate of % per annum, compounded quarterly from the most
recent date on which Distributions were paid, computed on the basis of a
360-day year of twelve 30-day months and the actual days elapsed in a partial
month in such period. Additional Distributions payable for each full
Distribution period will be computed by dividing the rate per annum by four.
The term "Distributions" as used herein shall include any such additional
distributions.

During an Extension Period, the Company may not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or
(ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank pari
passu in all respects with or junior in interest to the Junior Subordinated
Debentures (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company (1) in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit
of any one or more employees, officers, directors or consultants, (2) in
connection with a dividend reinvestment or stockholder stock purchase plan or
(3) in connection with the issuance of capital stock of the Company (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to such
Extension Period, (b) as a result of an exchange, redemption or
conversion of any class or series of the Company's capital stock (or any
capital stock of a subsidiary of the Company) for any class or series of the
Company's capital stock or of any class or series of the Company's
indebtedness for any class or series of the Company's capital stock, (c) the
purchase of fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of a dividend
in connection with any stockholder's rights plan, or the issuance of rights,
stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, (e) payments under the
Guarantee, or (f) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).
Prior to the termination of an Extension Period, the Company may
further defer the payment of interest, provided that no Extension Period may
exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity
of the Junior Subordinated Debentures.

Upon the termination of an Extension Period and the payment of all
amounts then due, the Company may elect to begin a new Extension Period. No
interest shall be due and payable during an Extension Period, except at the
end thereof. The Company must give the Issuer Trustees notice of its
election of an Extension Period at least 30 calendar days prior to the date
the Distributions on the Capital Securities would have been payable but for
the election to begin such Extension Period. The Property Trustee will give
notice of the Company's election to begin an Extension Period to the
holders of the Capital Securities. Subject to the foregoing, there is no
limitation on the number of times that the Company may elect to begin an
Extension Period. See "Description of Junior Subordinated Debentures--Option
To Extend Interest Payment Period" and "Certain Federal Income Tax
Consequences--Interest Income and Original Issue Discount," each in this
Prospectus Supplement.

The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures.

The revenue of the Issuer Trust available for distribution to holders of
the Capital Securities will be limited to payments under the Junior
Subordinated Debentures in which the Issuer Trust will invest the proceeds
from the issuance and sale of the Capital Securities. See "Description of
Junior Subordinated Debentures" in this Prospectus Supplement. If the
Company does not make payments on the Junior Subordinated Debentures, the
Issuer Trust will not have funds available to pay Distributions or other
amounts payable on the Capital Securities. The payment of Distributions and
other amounts payable on the Capital Securities (if and to the extent the
Issuer Trust has funds legally available for and cash sufficient to make such
payments) is guaranteed by the Company on a subordinated basis as described
under "Description of Guarantee" in this Prospectus Supplement.

REDEMPTION

Upon the repayment or redemption, in whole or in part, of the Junior
Subordinated Debentures, whether at Stated Maturity or upon earlier
redemption as provided in the Junior Subordinated Debentures, the proceeds
from such repayment or redemption shall be applied by the Property Trustee to
redeem a Like Amount (as defined below) of the Trust Securities, upon not
less than 30 nor more than 60 days' notice prior to the date fixed for
repayment or redemption, at a redemption price (the "Redemption Price") equal
to 100% of the aggregate Liquidation Amount of such Trust Securities plus
accumulated and unpaid Distributions thereon to the date of redemption (the
"Redemption Date"). See "Description of Junior Subordinated Debentures--
Redemption" in this Prospectus Supplement. If less than all the Junior
Subordinated Debentures are to be repaid or redeemed on a Redemption Date,
then the proceeds from such repayment or redemption shall be allocated to the
redemption pro rata of the Capital Securities and the Common Securities.

The Company will have the right to redeem the Junior Subordinated
Debentures (i) on or after , , in whole at any time or in part
from time to time, or (ii) prior to , in whole (but not in part)
at any time within 90 days following the occurrence and continuation of a Tax
Event or an Investment Company Event (each as defined below). See "--
Liquidation Distribution Upon Dissolution" below. A redemption of the Junior
Subordinated Debentures would cause a mandatory redemption of the Capital
Securities and the Common Securities.

"Business Day" means a day other than (a) a Saturday or Sunday, or (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed.

"Like Amount" means (i) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to that
portion of the principal amount of Junior Subordinated Debentures to
be contemporaneously redeemed in accordance with the Junior Subordinated
Debt Indenture, allocated to the Common Securities and to the Capital
Securities based upon the relative Liquidation Amounts of such classes
and (ii) with respect to a distribution of Junior Subordinated Debentures
to holders of Trust Securities in connection with a dissolution or liquidation
of the Issuer Trust, Junior Subordinated Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the holder to
whom such Junior Subordinated Debentures are distributed.

"Liquidation Amount" means the stated amount of $25 per Trust Security.

The term "Tax Event" means the receipt by the Issuer Trust of an opinion
of counsel to the Company experienced in such matters, who shall not be an
officer or employee of the Company or any of its affiliates, to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement,
action or decision is announced on or after the date of issuance of the
Capital Securities, there is more than an insubstantial risk that (i) the
Issuer Trust is, or will be within 90 days of the delivery of such opinion,
subject to United States federal income tax with respect to income received
or accrued on the Junior Subordinated Debentures, (ii) interest payable by
the Company on the Junior Subordinated Debentures is not, or within 90 days
of the delivery of such opinion will not be, deductible by the Company, in
whole or in part, for United States federal income tax purposes or (iii) the
Issuer Trust is, or will be within 90 days of the delivery of the opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

See "Certain Federal Income Tax Consequences--Possible Tax Law Changes
Affecting the Capital Securities" in this Prospectus Supplement for a
discussion of certain legislative proposals that, if adopted, could give rise
to a Tax Event, which may permit the Company to cause a redemption of the
Capital Securities prior to , .

"Investment Company Event" means the receipt by the Issuer Trust of an
opinion of counsel to the Company experienced in such matters, who shall not
be an officer or employee of the Company or any of its affiliates, to the
effect that, as a result of the occurrence of a change in law or regulation
or a written change (including any announced prospective change) in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Issuer Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which change
or prospective change becomes effective or would become effective, as the
case may be, on or after the date of the issuance of the Capital Securities.

If an event described in clause (i) or (iii) of the definition of Tax
Event has occurred and is continuing and the Issuer Trust is the holder of
all the Junior Subordinated Debentures, the Company will pay Additional Sums
(as defined below), if any, on the Junior Subordinated Debentures.
"Additional Sums" means such additional amounts as may be necessary in order
that the Distributions paid by the Issuer Trust on its outstanding Trust
Securities will not be reduced as a result of any additional taxes, duties
and other governmental charges to which the Issuer Trust has become subject
as a result of a Tax Event.

REDEMPTION PROCEDURES

Capital Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the applicable proceeds from the contemporaneous
redemption of the Junior Subordinated Debentures. Redemptions of the Capital
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Issuer Trust has funds then on
hand and legally available for the payment of such Redemption Price. See
also "Description of Capital Securities--Subordination of Common Securities"
in the accompanying Prospectus.

If the Issuer Trust gives a notice of redemption in respect of the
Capital Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, to the extent funds are available, in the case of Capital
Securities held in book-entry form, the Property Trustee will irrevocably
deposit with DTC funds sufficient to pay the applicable Redemption Price and
will give DTC irrevocable instructions and authority to pay the Redemption
Price to the holders of the Capital Securities. With respect to Capital
Securities not held in book-entry form, the Property Trustee, to the extent
funds are available, will irrevocably deposit with the paying agent for the
Capital Securities funds sufficient to pay the applicable Redemption Price
and will give such paying agent irrevocable instructions and authority to pay
the Redemption Price to the holders thereof upon surrender of their
certificates evidencing the Capital Securities. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Capital Securities called for redemption shall be payable to the holders of
the Capital Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit all rights of the
holders of such Capital Securities so called for redemption will cease,
except the right of the holders of such Capital Securities to receive the
Redemption Price, but without interest on such Redemption Price, and such
Capital Securities will cease to be outstanding. If any date fixed for
redemption of Capital Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
which is a Business Day (without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day,
in each case, with the same force and effect as if made on the date such
payment was originally payable. In the event that payment of the
Redemption Price in respect of Capital Securities called for redemption
is improperly withheld or refused and not paid either by the Issuer Trust
or by the Company pursuant to the Guarantee, Distributions on such Capital
Securities will continue to accumulate at the then applicable rate, from
the Redemption Date originally established by the Issuer Trust for such
Capital Securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption
for purposes of calculating the Redemption Price.

Subject to applicable law (including, without limitation, United States
federal securities laws), the Company or its affiliates may at any time and
from time to time purchase outstanding Capital Securities by tender, in the
open market or by private agreement, and may resell such securities.

If less than all the Capital Securities and Common Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of such
Capital Securities and Common Securities to be redeemed shall be allocated
pro rata to the Capital Securities and the Common Securities based upon the
relative Liquidation Amounts of such classes. The particular Capital
Securities to be redeemed shall be selected on a pro rata basis not more than
60 days prior to the Redemption Date from the outstanding Capital Securities
not previously called for redemption, by such method as the Property Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $25 or an integral multiple of $25 in excess
thereof) of the Liquidation Amount of Capital Securities of a denomination
larger than $25 or, if the Capital Securities are then held in the form of a
Global Capital Security (as defined below), in accordance with DTC's
customary procedures. The Property Trustee shall promptly notify the
securities registrar for the Trust Securities in writing of the Capital
Securities selected for redemption and, in the case of any Capital Securities
selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of the Trust Agreement, unless the context
otherwise requires, all provisions relating to the redemption of Capital
Securities shall relate, in the case of any Capital Securities redeemed or to
be redeemed only in part, to the portion of the aggregate Liquidation Amount
of Capital Securities which has been or is to be redeemed.

Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each registered holder of Capital
Securities to be redeemed at its address appearing on the securities register
for the Trust Securities. Unless the Company defaults in payment of the
Redemption Price on the Junior Subordinated Debentures, on and after the
Redemption Date interest will cease to accrue on the Junior Subordinated
Debentures or portions thereof called for redemption and, unless payment of
the Redemption Price in respect of the Capital Securities is withheld or
refused and not paid either by the Issuer Trust or the Company pursuant to
the Guarantee, Distributions will cease to accumulate on the Capital
Securities or portions thereof called for redemption.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

The amount payable on the Capital Securities in the event of any
liquidation of the Issuer Trust is $25 per Capital Security plus accumulated
and unpaid Distributions, subject to certain exceptions, which may be paid in
the form of a distribution of such amount in Junior Subordinated Debentures.

Pursuant to the Trust Agreement, the Issuer Trust will automatically
dissolve upon expiration of its term or, if earlier, will dissolve on the
first to occur of: (i) certain events of bankruptcy, dissolution or
liquidation of the Company or the holder of the Common Securities; (ii) the
distribution of a Like Amount of the Junior Subordinated Debentures to the
holders of the Trust Securities, if the holders of Common Securities have
given written direction to the Property Trustee to dissolve the Issuer Trust
(which direction, subject to the foregoing restrictions, is optional and
wholly within the discretion of the holders of Common Securities); (iii) the
repayment of all the Capital Securities in connection with the redemption of
all the Trust Securities as described above under "--Redemption;" and (iv)
the entry of an order for the dissolution of the Issuer Trust by a court of
competent jurisdiction.

If dissolution of the Issuer Trust occurs as described in clause (i),
(ii) or (iv) above, the Issuer Trust will be liquidated by the Property
Trustee as expeditiously as the Property Trustee determines to be possible by
distributing, after satisfaction of liabilities to creditors of the Issuer
Trust as provided by applicable law, to the holders of such Trust Securities
a Like Amount of the Junior Subordinated Debentures, unless such distribution
is not practical, in which event such holders will be entitled to receive out
of the assets of the Issuer Trust available for distribution to holders,
after satisfaction of liabilities to creditors of the Issuer Trust as
provided by applicable law, an amount equal to, in the case of holders of
Capital Securities, the aggregate of the Liquidation Amount plus accumulated
and unpaid Distributions thereon to the date of payment (such amount being
the "Liquidation Distribution"). If such Liquidation Distribution can be
paid only in part because the Issuer Trust has insufficient assets available
to pay in full the aggregate Liquidation Distribution, then the amounts
payable directly by the Issuer Trust on its Capital Securities shall be paid
on a pro rata basis. The holders of the Common Securities will be entitled
to receive distributions upon any such liquidation pro rata with the holders
of the Capital Securities, except that if a Debenture Event of Default has
occurred and is continuing as a result of any failure by the Company to pay
any amounts in respect of the Junior Subordinated Debentures when due, the
Capital Securities shall have a priority over the Common Securities. See
"Description of Capital Securities--Subordination of Common Securities" in
the accompanying Prospectus.

After the liquidation date is fixed for any distribution of Junior
Subordinated Debentures (i) the Capital Securities will no longer be deemed
to be outstanding, (ii) DTC or its nominee, as the registered holder of
Capital Securities, will receive a registered global certificate or
certificates representing the Junior Subordinated Debentures to be delivered
upon such distribution with respect to Capital Securities held by DTC or its
nominee and (iii) any certificates representing the Capital Securities not
held by DTC or its nominee will be deemed to represent the Junior
Subordinated Debentures having a principal amount equal to the stated
Liquidation Amount of the Capital Securities and bearing accrued and unpaid
interest in an amount equal to the accumulated and unpaid Distributions on
the Capital Securities until such certificates are presented to the security
registrar for the Trust Securities for transfer or reissuance.

If the Company does not redeem the Junior Subordinated Debentures prior
to the Stated Maturity and the Issuer Trust is not liquidated and
the Junior Subordinated Debentures are not distributed to holders of
the Capital Securities, the Capital Securities will remain outstanding
until the repayment of the Junior Subordinated Debentures and the
distribution of the Liquidation Distribution to the holders of the Capital
Securities.

There can be no assurance as to the market prices for the Capital
Securities or the Junior Subordinated Debentures that may be distributed in
exchange for Capital Securities if a dissolution and liquidation of the
Issuer Trust were to occur. Accordingly, the Capital Securities that an
investor may purchase, or the Junior Subordinated Debentures that the
investor may receive on dissolution and liquidation of the Issuer Trust, may
trade at a discount to the price that the investor paid to purchase the
Capital Securities offered hereby.

BOOK-ENTRY PROCEDURES, DELIVERY AND FORM

The Capital Securities will be issued in the form of one or more fully
registered global securities which will be deposited with, or on behalf of,
the Depository and registered in the name of the Depository's nominee.
Unless and until it is exchangeable in whole or in part for Capital
Securities in definitive form, a global security may not be transferred
except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor of such
Depository or a nominee of such successor.

Ownership of beneficial interests in a global security will be limited
to persons that have accounts with the Depository or its nominee
("Participants") or persons that may hold interests through Participants.
The Company expects that, upon the issuance of a global security, the
Depository will credit, on its book-entry registration and transfer system,
the Participants' accounts with their respective principal amounts of the
Capital Securities represented by such global security. Ownership of
beneficial interests in such global security will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by the Depository (with respect to interests of Participants) and
on the records of Participants (with respect to interests of persons holding
through Participants). Beneficial owners who hold through participants will
not receive written confirmation from the Depository of their purchase, but
are expected to receive written confirmations from the Participants through
which the beneficial owner entered into the transaction. Transfers of such
ownership interests will be accomplished by entries on the books of
Participants acting on behalf of the beneficial owners.

So long as the Depository, or its nominee, is the registered owner of a
global security, the Depository or such nominee, as the case may be, will be
considered the sole owner or holder of the Capital Securities represented by
such global security for all purposes under the Trust Agreement. Except as
provided below, owners of beneficial interests in a global security will not
be entitled to receive physical delivery of the Capital Securities in
definitive form and will not be considered the owners or holders thereof
under the Trust Agreement. Accordingly, each person owning a beneficial
interest in such a global security must rely on the procedures of the
Depository and, if such person is not a Participant, on the procedures of the
participant through which such person owns its interest, to exercise any
rights of a holder under the Trust Agreement or the Junior Subordinated
Debentures. The Company understands that, under the Depository's existing
practices, in the event that the Company requests any action of holders, or
an owner of a beneficial interest in such a global security desires to take
any action which a holder is entitled to take under the Trust Agreement or
the Junior Subordinated Debentures, the Depository would authorize the
Participants holding the relevant beneficial interests to take such action,
and such Participants would authorize beneficial owners owning through such
Participants to take such action or would otherwise act upon the instructions
of beneficial owners owning through them. Redemption notices will also be
sent to the Depository. If less than all of the Capital Securities are being
redeemed, the Company understands that it is the Depository's existing
practice to determine by lot the amount of the interest of each Participant
to be redeemed.

Distributions on the Capital Securities registered in the name of the
Depository or its nominee will be made to the Depository or its nominee, as
the case may be, as the registered owner of the global security representing
such Capital Securities. None of the Company, the Issuer Trust, the Issuer
Trustees, any Paying Agent, the Administrators or any other agent of the
Company or the Issuer Trust will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in the global security for such Capital Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Payment of Distributions to Participants shall be the
responsibility of the Depository. The Depository's practice is to credit
Participants' accounts on a payable date in accordance with their respective
holdings shown on the Depository's records unless the Depository has reason
to believe that it will not receive payment on such payable date. Payments
by Participants to beneficial owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of the Depository, the Company,
the Issuer Trust, the Issuer Trustees, the Paying Agent or any other agent
of the Company or the Issuer Trust, subject to any statutory or regulatory
requirements as may be in effect from time to time.

The Depository may discontinue providing its services as securities
depository with respect to the Capital Securities at any time by giving
reasonable notice to the Company or the Property Trustee. If the Depository
notifies the Company that it is unwilling to continue as such, or if it is
unable to continue or ceases to be a clearing agency registered under the
Exchange Act and a successor depository is not appointed by the Company
within ninety days after receiving such notice or becoming aware that the
Depository is no longer so registered, the Company will issue the Capital
Securities in definitive form, at its expense, upon registration of transfer
of, or in exchange for, such global security. In addition, the Company may
at any time and in its sole discretion determine not to have the Capital
Securities represented by one or more global securities and, in such event,
will issue Capital Securities in definitive form, at its expense, in exchange
for all of the global securities representing such Capital Securities.

DTC has advised the Company and the Issuer Trust as follows: DTC is a
limited purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was
created to hold securities for its Participants and to facilitate the
clearance and settlement of securities transactions between Participants
through electronic book entry changes to accounts of its Participants,
thereby eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies
and clearing corporations and may include certain other organizations such as
the Underwriters. Certain of such Participants (or their representatives),
together with other entities, own DTC. Indirect access to the DTC system is
available to others such as banks, brokers, dealers and trust companies that
clear through, or maintain a custodial relationship, with a Participant,
either directly or indirectly.

PAYMENT AND PAYING AGENCY

Payments in respect of the Capital Securities will be made to DTC, which
will credit the relevant accounts at DTC on the applicable Distribution Dates,
or if the Capital Securities are not held by DTC, such payments will be made
by check mailed to the address of the holder entitled thereto as such address
appears on the securities register for the Trust Securities. However, a
holder of $1 million or more in aggregate Liquidation Amount of Capital
Securities may receive Distribution payments (other than Distributions
payable at the Stated Maturity) by wire transfer of immediately available
funds upon written request to the Property Trustee not later than 15 calendar
days prior to the date on which the Distribution is payable. The paying
agent (the "Paying Agent") will initially be the Property Trustee and any
co-paying agent chosen by the Property Trustee and acceptable to the
Administrators. The Paying Agent will be permitted to resign as Paying Agent
upon 30 days' written notice to the Property Trustee and the Administrators.
If the Property Trustee is no longer the Paying Agent, the Property Trustee
will appoint a successor (which must be a bank or trust company reasonably
acceptable to the Administrators) to act as Paying Agent.

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

The Junior Subordinated Debentures are a series of Debt Securities to be
issued pursuant to the Junior Subordinated Debt Indenture and the following
summary of certain terms and provisions of the Junior Subordinated Debentures
and the Junior Subordinated Debt Indenture supplements the description of the
terms and provisions of such Debt Securities and such Indenture set forth in
the accompanying Prospectus under the heading "Description of Debt
Securities," to which description reference is hereby made. The summary of
certain terms and provisions of the Junior Subordinated Debentures set forth
below does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the Junior Subordinated Debentures and the Junior
Subordinated Debt Indenture, to which reference is hereby made. Copies of
the forms of Junior Subordinated Debentures and the Junior Subordinated Debt
Indenture are available from the Debt Securities Trustee upon request.

GENERAL

Concurrently with the issuance of the Capital Securities, the Issuer
Trust will invest the proceeds thereof, together with the consideration paid
by the Company for the Common Securities, in the Junior Subordinated
Debentures issued by the Company. The Junior Subordinated Debentures will
bear interest, accruing from , 1998, at the annual rate of %
of the principal amount thereof, payable quarterly in arrears on the
day of , , and of each year (each, an "Interest Payment
Date"), commencing , 1998, to the person in whose name each Junior
Subordinated Debenture is registered at the close of business on the
day of , , or (whether or not a Business Day) next
preceding such Interest Payment Date. It is anticipated that, until the
liquidation, if any, of the Issuer Trust, each Junior Subordinated Debenture
will be registered in the name of the Issuer Trust and held by the Property
Trustee in trust for the benefit of the holders of the Trust Securities. The
amount of interest payable for any period less than a full interest period
will be computed on the basis of a 360-day year of twelve 30-day months and
the actual days elapsed in a partial month in such period. The amount of
interest payable for any full interest period will be computed by dividing
the rate per annum by four. If any date on which interest is payable on the
Junior Subordinated Debentures is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day that is
a Business Day (without any interest or other payment in respect of any such
delay) in each case, except that, if such Business Day falls in the next
calendar year, such payment will be made on the immediately preceding
Business Day with the same force and effect as if made on the date
such payment was originally payable. Accrued interest that is not paid
on the applicable Interest Payment Date will bear additional interest
on the amount thereof at the rate per annum of %, compounded
quarterly and computed on the basis of a 360-day year of twelve 30-day
months and the actual days elapsed in a partial month in such period.
The amount of additional interest payable for any full interest period
will be computed by dividing the rate per annum by four. The term
"interest" as used herein includes quarterly interest payments,
interest on quarterly interest payments not paid on the applicable
Interest Payment Date and Additional Sums, as applicable.

The Junior Subordinated Debentures will mature on (such date, as it may
be advanced as hereinafter described, the "Stated Maturity"). If a Tax Event
occurs, then the Company will have the right prior to the termination of the
Issuer Trust, to advance the Stated Maturity of the Junior Subordinated
Debentures to the minimum extent required in order to allow for the payments
of interest in respect of the Junior Subordinated Debentures to continue to
be tax deductible, but in no event shall the resulting maturity of the
Junior Subordinated Debentures be less than 15 years from the date of
original issuance thereof. The Stated Maturity shall be advanced only if,
in the opinion of counsel to the Company experienced in such matters,
(a) after advancing the Stated Maturity, interest paid on the Junior
Subordinated Debentures will be deductible for United States federal
income tax purposes and (b) advancing the Stated Maturity will not
result in a taxable event to holders of the Capital Securities.

If the Company elects to advance the Stated Maturity of the Junior
Subordinated Debentures, it will give notice to the Debt Securities Trustee,
and the Debt Securities Trustee will give notice of such change to the
holders of the Junior Subordinated Debentures not less than 30 and not more
than 60 days prior to the effectiveness thereof.

The provisions of the Junior Subordinated Debt Indenture described in
the accompanying Prospectus relating to discharge, defeasance and covenant
defeasance will not apply to the Junior Subordinated Debentures. See
"Description of Debt Securities--Discharge, Defeasance and Covenant
Defeasance" in the accompanying Prospectus.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as no Debenture Event of Default has occurred and is continuing,
the Company will have the right at any time during the term of the Junior
Subordinated Debentures to defer the payment of interest at any time or from
time to time for a period not exceeding 20 consecutive quarterly periods with
respect to each Extension Period, provided that no Extension Period may
extend beyond the Stated Maturity of the Junior Subordinated Debentures.
At the end of an Extension Period, the Company must pay all interest then
accrued and unpaid (together with interest thereon at the annual rate of %,
compounded quarterly and computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period).
The amount of additional interest payable for any full interest period will
be computed by dividing the rate per annum by four. During an Extension
Period, interest will continue to accrue and holders of Junior Subordinated
Debentures (or holders of Capital Securities while outstanding) will be
required to accrue interest income for United States federal income tax
purposes. See "Certain Federal Income Tax Consequences--Interest Income and
Original Issue Discount" in this Prospectus Supplement.

During an Extension Period, the Company is subject to certain
restrictions. See "--Restrictions on Certain Payments; Certain Covenants of
the Company" below. Prior to the termination of an Extension Period, the
Company may further defer the payment of interest, provided that no
Extension Period may exceed 20 consecutive quarterly periods or extend
beyond the Stated Maturity of the Junior Subordinated Debentures. In the
event that the Stated Maturity is advanced to a date prior to the end of an
Extension Period, such Extension Period shall be deemed to end on such date
or such earlier date as may be determined by the Company. In the event that
any Junior Subordinated Debentures are called for redemption on a date prior
to the end of an Extension Period, with respect to such Junior Subordinated
Debentures, such Extension Period shall be deemed to end on such date or
such earlier date as may be determined by the Company. Upon the termination
of an Extension Period and the payment of all amounts then due, the Company
may elect to begin a new Extension Period subject to the above conditions.
No interest shall be due and payable during an Extension Period, except at
the end thereof. The Company must give the Issuer Trustees notice of its
election of such Extension Period at least 30 calendar days prior to the
date the Distributions on the Capital Securities would have been payable
but for the election to begin such Extension Period. If the Property
Trustee is not the only holder, or is not itself the holder, of the Junior
Subordinated Debentures at the time the Company selects an Extension
Period, the Company shall give the holders of the Junior Subordinated
Debentures and the Property Trustee written notice of its selection of such
Extension Period at least 10 Business Days before the earlier of the next
succeeding Interest Payment Date or the date the Company is required to
give notice of the record or payment date of such interest payment to
holders of the Junior Subordinated Debentures. The Property Trustee will
give notice of the Company's election to begin an Extension Period to the
holders of the Capital Securities. There is no limitation on the number of
times that the Company may elect to begin an Extension Period.

REDEMPTION

The Junior Subordinated Debentures are redeemable prior to the Stated
Maturity at the option of the Company (i) on or after , in
whole at any time or in part from time to time, and (ii) prior to
, in whole (but not in part) at any time within 90 days following the
occurrence and continuation of a Tax Event or an Investment Company Event
(each as defined under "Description of Capital Securities--Redemption" in
this Prospectus Supplement) (the "90-Day Period"), in each case at a
Redemption Price equal to the accrued and unpaid interest on the Junior
Subordinated Debentures so redeemed to the date fixed for redemption, plus
100% of the principal amount thereof. See "Description of Capital
Securities--Redemption" in this Prospectus Supplement.

The Company's right to redeem the Junior Subordinated Debentures under
the preceding paragraph shall be subject to the condition that if at the time
there is available to the Company or the Issuer Trust the opportunity to
eliminate, within the 90-Day Period, the Tax Event or Investment Company
Event by taking some ministerial action ("MINISTERIAL ACTION"), such as
filing a form or making an election, or pursuing some other similar
reasonable measure that will have no adverse effect on the Company, the
Issuer Trust or the holders of the Trust Securities and will involve no
material cost, the Company shall pursue such measures in lieu of redemption;
provided further, that the Company shall have no right to redeem the Junior
Subordinated Debentures while the Issuer Trust is pursuing any Ministerial
Action pursuant to the Trust Agreement.

ADDITIONAL SUMS

The Company will covenant that, if and for so long as (i) the Issuer
Trust is the holder of all Junior Subordinated Debentures and (ii) the Issuer
Trust is required to pay any additional taxes, duties or other governmental
charges as a result of a Tax Event, the Company will pay as Additional Sums
on the Junior Subordinated Debentures such amounts as may be required so that
the Distributions paid by the Issuer Trust will not be reduced as a result of
any such additional taxes, duties or other governmental charges. See
"Description of Capital Securities--Redemption" in this Prospectus
Supplement.

REGISTRATION, DENOMINATION AND TRANSFER

The Junior Subordinated Debentures will initially be registered in the
name of the Issuer Trust. If the Junior Subordinated Debentures are
distributed to holders of Capital Securities, it is anticipated that the
depository arrangements for the Junior Subordinated Debentures will be
substantially identical to those in effect for the Capital Securities. See
"Description of Capital Securities--Book-Entry Procedures, Delivery and Form"
in this Prospectus Supplement.

Although DTC has agreed to the procedures described above, it is under
no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. If DTC is at any time unwilling
or unable to continue as depositary and a successor depositary is not
appointed by the Company within 90 days of receipt of notice from DTC to such
effect, the Company will cause the Junior Subordinated Debentures to be
issued in definitive form.

Payments on Junior Subordinated Debentures represented by a global
security will be made to Cede & Co., the nominee for DTC, as the registered
holder of the Junior Subordinated Debentures, as described under "Description
of the Capital Securities--Book-Entry Procedures, Delivery and Form" in this
Prospectus Supplement. If Junior Subordinated Debentures are issued in
certificated form, principal and interest will be payable, the transfer of
the Junior Subordinated Debentures will be registrable, and Junior
Subordinated Debentures will be exchangeable for Junior Subordinated
Debentures of other authorized denominations of a like aggregate principal
amount, at the corporate trust office of the Debt Securities Trustee in New
York, New York or at the offices of any Paying Agent or transfer agent
appointed by the Company, provided that payment of interest may be made at
the option of the Company by check mailed to the address of the persons
entitled thereto. However, a holder of $1 million or more in aggregate
principal amount of Junior Subordinated Debentures may receive payments of
interest (other than interest payable at the Stated Maturity) by wire
transfer of immediately available funds upon written request to the Debt
Securities Trustee not later than 15 calendar days prior to the date on which
the interest is payable.

Junior Subordinated Debentures will be exchangeable for other Junior
Subordinated Debentures of like tenor, of any authorized denominations, and
of a like aggregate principal amount.

Junior Subordinated Debentures may be presented for exchange as provided
above, and may be presented for registration of transfer (with the form of
transfer endorsed thereon, or a satisfactory written instrument of transfer,
duly executed), at the office of the securities registrar appointed under the
Junior Subordinated Debt Indenture or at the office of any transfer agent
designated by the Company for such purpose without service charge and upon
payment of any taxes and other governmental charges as described in the
Junior Subordinated Debt Indenture. The Company will appoint the Debt
Securities Trustee as securities registrar under the Junior Subordinated Debt
Indenture. The Company may at any time designate additional transfer agents
with respect to the Junior Subordinated Debentures.

In the event of any redemption, neither the Company nor the Debt
Securities Trustee shall be required to (i) issue, register the transfer of
or exchange Junior Subordinated Debentures during a period beginning at the
opening of business 15 days before the day of selection for redemption of the
Junior Subordinated Debentures to be redeemed and ending at the close of
business on the day of mailing of the relevant notice of redemption or (ii)
transfer or exchange any Junior Subordinated Debentures so selected for
redemption, except, in the case of any Junior Subordinated Debentures being
redeemed in part, any portion thereof not to be redeemed.

Any monies deposited with the Debt Securities Trustee or any paying
agent, or then held by the Company in trust, for the payment of the principal
of (and premium, if any) or interest on any Junior Subordinated Debenture and
remaining unclaimed for two years after such principal (and premium, if any)
or interest has become due and payable shall, at the request of the Company,
be repaid to the Company and the holder of such Junior Subordinated Debenture
shall thereafter look, as a general unsecured creditor, only to the Company
for payment thereof.

RESTRICTIONS ON CERTAIN PAYMENTS; CERTAIN COVENANTS OF THE COMPANY

The Company will covenant that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or
(ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank pari
passu in all respects with or junior in interest to the Junior Subordinated
Debentures (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company (1) in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit
of any one or more employees, officers, directors or consultants, (2) in
connection with a dividend reinvestment or stockholder stock purchase plan or
(3) in connection with the issuance of capital stock of the Company (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the
applicable Extension Period or other event referred to below, (b) as a result
of an exchange, redemption or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or
series of the Company's indebtedness for any class or series of the Company's
capital stock, (c) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any stockholder's rights plan,
or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto, (e)
payments under the Guarantee, or (f) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or
junior to such stock), if at such time (i) there has occurred any event (a)
of which the Company has actual knowledge that with the giving of notice or
the lapse of time, or both, would constitute a Debenture Event of Default and
(b) that the Company has not taken reasonable steps to cure, (ii) if the
Junior Subordinated Debentures are held by the Issuer Trust, the Company is
in default with respect to its payment of any obligations under the Guarantee
or (iii) the Company has given notice of its election of an Extension Period
as provided in the Junior Subordinated Debt Indenture and has not rescinded
such notice, or such Extension Period, or any extension thereof, is
continuing.

The Company will covenant (i) to continue to hold, directly or
indirectly, 100% of the Common Securities, provided that certain successors
that are permitted pursuant to the Junior Subordinated Debt Indenture may
succeed to the Company's ownership of the Common Securities, (ii) as holder
of the Common Securities, not to voluntarily dissolve, windup or liquidate
the Issuer Trust, other than (a) in connection with a distribution of Junior
Subordinated Debentures to the holders of the Capital Securities in
liquidation of the Issuer Trust or (b) in connection with certain mergers,
consolidations or amalgamations permitted by the Trust Agreement and (iii) to
use its reasonable efforts, consistent with the terms and provisions of the
Trust Agreement, to cause the Issuer Trust to continue not to be taxable as a
corporation for United States federal income tax purposes.

EXPENSES AND TAXES

The Company, as borrower, will agree to pay all debts and other
obligations (other than with respect to the Capital Securities issued by the
Issuer Trust) and all costs and expenses of the Issuer Trust (including costs
and expenses relating to the organization of the Issuer Trust, the fees and
expenses of the Issuer Trustees for the Issuer Trust and the costs and
expenses relating to the operation of the Issuer Trust) and to pay any and
all taxes and all costs and expenses with respect thereto (other than United
States withholding taxes) to which the Issuer Trust might become subject.
The foregoing obligations of the Company under the Debt Securities owned by
the Issuer Trust are for the benefit of, and shall be enforceable by, any
person to whom any such debts, obligations, costs, expenses and taxes are
owed (a "Creditor") whether or not such Creditor has received notice thereof.
Any such Creditor may enforce such obligations of the Company directly
against the Company, and the Company will irrevocably waive any right or
remedy to require that any such Creditor take any action against the Issuer
Trust or any other person before proceeding against the Company. The Company
will also agree in the Debt Securities owned by the Issuer Trust to execute
such additional agreements as may be necessary or desirable to give full
effect to the foregoing.

MODIFICATION OF JUNIOR SUBORDINATED DEBT INDENTURE

The provisions for modifying the Junior Subordinated Debt Indenture and
the Debt Securities issued thereunder, including the Junior Subordinated
Debentures, are summarized under the heading "Description of Debt Securities-
- -Modification of the Indentures" in the accompanying Prospectus. In
addition, so long as any of the Capital Securities remain outstanding, no
such modification may be made that adversely affects the holders of such
Capital Securities in any material respect, and no termination of the Junior
Subordinated Debt Indenture may occur, and no waiver of any Debenture Event
of Default or compliance with any covenant under the Junior Subordinated Debt
Indenture may be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount of the outstanding
Capital Securities unless and until the principal of (and premium, if any,
on) the Junior Subordinated Debentures and all accrued and unpaid interest
thereon have been paid in full and certain other conditions are satisfied.
In addition, the Company may not amend the Junior Subordinated Debt Indenture
to remove the rights of holders of Capital Securities of the Issuer Trust to
institute a Direct Action without the prior written consent of all the
holders of Capital Securities or to remove the obligation to obtain the consent
of the holders of Capital Securities as provided for, or without the consent
of the required percentage of holders of the Capital Securities of the Issuer
Trust. So long as the Company acts in accordance with the terms of the Junior
Subordinated Debentures and the Junior Subordinated Debt Indenture, the Company
may advance the Stated Maturity of and defer interest payable on the Junior
Subordinated Debentures, in each case without the consent of the Issuer Trust
or the holders of the Capital Securities.

DEBENTURE EVENTS OF DEFAULT

The Junior Subordinated Debt Indenture provides that any one or more of
the events described under "Description of Debt Securities--Events of
Default" in the accompanying Prospectus constitutes an "Event of Default"
with respect to the Junior Subordinated Debentures. Deferral of any due date
for the payment of interest in connection with an Extension Period does not
constitute an Event of Default. For purposes of the Trust Agreement and this
Prospectus Supplement, each such Event of Default under the Junior
Subordinated Debenture is referred to as a "Debenture Event of Default." As
described in "Description of Capital Securities--Events of Default; Notice"
in the accompanying Prospectus, the occurrence of a Debenture Event of
Default will also constitute an Event of Default in respect of the Capital
Securities.

The holders of at least a majority in aggregate principal amount of
outstanding Junior Subordinated Debentures have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Debt Securities Trustee. The Debt Securities Trustee or the holders of not
less than 25% in aggregate principal amount of outstanding Junior
Subordinated Debentures may declare the principal due and payable immediately
upon a Debenture Event of Default, and, should the Debt Securities Trustee or
such holders of Junior Subordinated Debentures fail to make such declaration,
the holders of at least 25% in aggregate Liquidation Amount of the
outstanding Capital Securities shall have such right. The holders of a
majority in aggregate principal amount of outstanding Junior Subordinated
Debentures, with the consent of a majority in aggregate Liquidation Amount of
the outstanding Capital Securities, if such Junior Subordinated Debentures
are held by the Issuer Trust, may annul such declaration and waive the
default if all defaults (other than the non-payment of the principal of
Junior Subordinated Debentures which has become due solely by such
acceleration) have been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Debt Securities Trustee. Should the holders of
Junior Subordinated Debentures fail to annul such declaration and waive such
default, the holders of a majority in aggregate Liquidation Amount of the
outstanding Capital Securities shall have such right.

The holders of at least a majority in aggregate principal amount of the
outstanding Junior Subordinated Debentures affected thereby may, on behalf of
the holders of all the Junior Subordinated Debentures, waive any past
default, except a default in the payment of principal (or premium, if any) or
interest (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debt Securities Trustee) or a
default in respect of a covenant or provision which under the Junior
Subordinated Debt Indenture cannot be modified or amended without the consent
of the holder of each outstanding Junior Subordinated Debenture affected
thereby provided, that if the Junior Subordinated Debentures are held by the
Issuer Trust or an Issuer Trustee, such waiver shall not be effective as to
the Junior Subordinated Debentures unless the holders of at least a majority
in aggregate liquidation amount of the Capital Securities shall have
consented to such waiver; provided further, that if the consent of the
Holder of each outstanding Junior Subordinated Debenture is required, such
waiver shall not be effective unless each holder of the Capital Securities
shall have consented to such waiver. See "Description of Debt Securities
- --Modification of Indentures" in the accompanying Prospectus. The
Company is required to file annually with the Debt Securities Trustee a
certificate as to whether or not the Company is in compliance with all the
conditions and covenants applicable to it under the Junior Subordinated
Debt Indenture.

If a Debenture Event of Default occurs and is continuing, the Property
Trustee will have the right to declare the principal of and the interest on
the Junior Subordinated Debentures, and any other amounts payable under the
Junior Subordinated Debentures and the Junior Subordinated Debt Indenture, to
be forthwith due and payable and to enforce its other rights as a creditor
with respect to the Junior Subordinated Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES

If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay any amounts
payable in respect of the Junior Subordinated Debentures on the date such
amounts are otherwise payable, a registered holder of Capital Securities may
institute a legal proceeding directly against the Company for enforcement of
payment to such holder of an amount equal to the amount payable in respect of
Junior Subordinated Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Capital Securities held by such holder.
The Company may not amend the Junior Subordinated Debentures to remove the
foregoing right to bring a Direct Action without the prior written consent of
the holders of all the Capital Securities. The Company will have the right
under the Junior Subordinated Debentures to set-off any payment made to such
holder of Capital Securities by the Company in connection with a Direct
Action.

The holders of the Capital Securities would not be able to exercise
directly any remedies available to the holders of the Junior Subordinated
Debentures except under the circumstances described in the preceding
paragraph. See "Description of Capital Securities--Events of Default;
Notice" in the accompanying Prospectus.

DESCRIPTION OF GUARANTEE

The following summary of certain terms and provisions of the Guarantee
supplements the information set forth in the accompanying Prospectus under
the heading "Description of Guarantees." The Guarantee will be executed and
delivered by the Company concurrently with the issuance of Capital Securities
by the Issuer Trust for the benefit of the holders from time to time of the
Capital Securities. This summary of certain provisions of the Guarantee does
not purport to be complete and is subject to, and qualified in its entirety
by reference to, all the provisions of the Guarantee, including the
definitions therein of certain terms. A copy of the form of the Guarantee is
available upon request from the Guarantee Trustee.

GENERAL

The Company will irrevocably agree to pay in full on a subordinated
basis, to the extent set forth herein, the Guarantee Payments (as defined
below) to the holders of the Capital Securities, as and when due, regardless
of any defense, right of set-off or counterclaim that the Issuer Trust may
have or assert other than the defense of payment. The following payments
with respect to the Capital Securities, to the extent not paid by or on
behalf of the Issuer Trust (the "Guarantee Payments"), will be subject to the
Guarantee: (i) any accumulated and unpaid Distributions required to be paid
on such Capital Securities, to the extent that the Issuer Trust has funds on
hand available therefor at such time, (ii) the Redemption Price with respect
to any Capital Securities called for redemption, to the extent that the
Issuer Trust has funds on hand available therefor at such time, and (iii)
upon a voluntary or involuntary dissolution, winding-up or liquidation of the
Issuer Trust (unless the Junior Subordinated Debentures are distributed to
holders of the Capital Securities), the lesser of (a) the aggregate of the
Liquidation Amount and all accumulated and unpaid Distributions to the date
of payment, and (b) the amount of assets of the Issuer Trust remaining
available for distribution to holders of the Capital Securities on
liquidation of the Issuer Trust. The Company's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts
by the Company to the holders of the Capital Securities or by causing the
Issuer Trust to pay such amounts to such holders.

The Company will, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Junior Subordinated Debt Indenture, taken
together, fully, irrevocably and unconditionally guarantee all the Issuer
Trust's obligations under the Capital Securities. No single document
standing alone or operating in conjunction with fewer than all the other
documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Issuer Trust's obligations in respect of the
Capital Securities. See "Relationship Among the Capital Securities, the
Junior Subordinated Debentures and the Guarantee" in this Prospectus
Supplement.

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of the Company and
will rank subordinate and junior in right of payment to all Senior
Indebtedness (as defined in the Junior Subordinated Debt Indenture) of
the Company in the same manner as the Junior Subordinated Debentures.

The Guarantee will constitute a guarantee of payment and not of
collection (i.e., the guaranteed party may institute a legal proceeding
directly against the Guarantor to enforce its rights under the Guarantee
without first instituting a legal proceeding against any other person or
entity). The Guarantee will be held by the Guarantee Trustee for the benefit
of the holders of the Capital Securities. The Guarantee will not be
discharged except by payment of the Guarantee Payments in full to the extent
not paid by the Issuer Trust or distribution to the holders of the Capital
Securities of the Junior Subordinated Debentures.

RELATIONSHIP AMONG THE CAPITAL SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Capital
Securities (to the extent the Issuer Trust has funds available for such
payment) are irrevocably guaranteed by the Company as and to the extent
described under "Description of Guarantee" in this Prospectus Supplement.
Taken together, the Company's obligations under the Junior Subordinated
Debentures, the Junior Subordinated Debt Indenture, the Trust Agreement and
the Guarantee provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of Distributions and other amounts due on
the Capital Securities. No single document standing alone or operating in
conjunction with fewer than all the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full, irrevocable and unconditional guarantee of the
Issuer Trust's obligations in respect of the Capital Securities. If and to
the extent that the Company does not make payments on the Junior Subordinated
Debentures, the Issuer Trust will not have sufficient funds to pay
Distributions or other amounts due on the Capital Securities. The Guarantee
does not cover payment of amounts payable with respect to the Capital
Securities when the Issuer Trust does not have sufficient funds to pay such
amounts. In such event, one remedy of a holder of the Capital Securities
would be to institute a legal proceeding directly against the Company for
enforcement of payment of the Company's obligations under Junior Subordinated
Debentures having a principal amount equal to the Liquidation Amount of the
Capital Securities held by such holder.

The obligations of the Company under the Junior Subordinated Debentures
and the Guarantee are subordinate and junior in right of payment to all
Senior Indebtedness (as defined in the Junior Subordinated Debt Indenture).

SUFFICIENCY OF PAYMENTS

As long as payments are made when due on the Junior Subordinated
Debentures, such payments will be sufficient to cover Distributions and other
payments distributable on the Capital Securities, primarily because (i) the
aggregate principal amount of the Junior Subordinated Debentures will be
equal to the sum of the aggregate stated Liquidation Amount of the Capital
Securities and Common Securities; (ii) the interest rate and interest and
other payment dates on the Junior Subordinated Debentures will match the
Distribution rate, Distribution Dates and other payment dates for the Capital
Securities; (iii) the Company will pay for all and any costs, expenses and
liabilities of the Issuer Trust except withholding taxes and the Issuer
Trust's obligations to holders of the Trust Securities; and (iv) the Trust
Agreement further provides that the Issuer Trust will not engage in any
activity that is not consistent with the limited purposes of the Issuer
Trust.

Notwithstanding anything to the contrary in the Junior Subordinated Debt
Indenture, the Company has the right to set-off any payment it is otherwise
required to make thereunder against and to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES

A holder of any Capital Security may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee
without first instituting a legal proceeding against the Guarantee Trustee,
the Issuer Trust or any other person or entity. See "Description of
Guarantee" in this Prospectus Supplement.

A default or event of default under any Senior Indebtedness (as defined
in the Junior Subordinated Debt Indenture) of the Company would not
necessarily constitute a default or Event of Default in respect of the
Capital Securities. However, in the event of payment defaults under, or
acceleration of, Senior Indebtedness (as so defined) of the Company, the
subordination provisions of the Junior Subordinated Debt Indenture provide
that no payments may be made in respect of the Junior Subordinated Debentures
until such Senior Indebtedness has been paid in full or any payment default
thereunder has been cured or waived. See "Description of Junior Subordinated
Debentures--Subordination" in this Prospectus Supplement.

LIMITED PURPOSE OF ISSUER TRUST

The Capital Securities represent preferred undivided beneficial
interests in the assets of the Issuer Trust, and the Issuer Trust exists for
the sole purpose of issuing its Capital Securities and Common Securities and
investing the proceeds thereof in Junior Subordinated Debentures. A
principal difference between the rights of a holder of a Capital Security and
a holder of a Junior Subordinated Debenture is that a holder of a Junior
Subordinated Debenture is entitled to receive from the Company payments on
Junior Subordinated Debentures held, while a holder of Capital Securities is
entitled to receive Distributions or other amounts distributable with respect
to the Capital Securities from the Issuer Trust (or from the Company under
the Guarantee) only if and to the extent the Issuer Trust has funds available
for the payment of such Distributions.

RIGHTS UPON DISSOLUTION

Upon any voluntary or involuntary dissolution, winding-up or liquidation
of the Issuer Trust, other than any such dissolution, winding-up or
liquidation involving the distribution of the Junior Subordinated Debentures,
after satisfaction of liabilities to creditors of the Issuer Trust as
required by applicable law, the holders of the Capital Securities will be
entitled to receive, out of assets held by the Issuer Trust, the Liquidation
Distribution in cash. See "Description of Capital Securities--Liquidation
Distribution Upon Dissolution" in this Prospectus Supplement. Upon any
voluntary or involuntary liquidation or bankruptcy of the Company, the Issuer
Trust, as registered holder of the Junior Subordinated Debentures, would be a
subordinated creditor of the Company, subordinated and junior in right of
payment to all Senior Indebtedness (as defined in the Junior Subordinated
Debt Indenture) as set forth in the Junior Subordinated Debt Indenture, but
entitled to receive payment in full of all amounts payable with respect to
the Junior Subordinated Debentures before any stockholders of the Company
receive payments or distributions. Since the Company is the guarantor under
the Guarantee and has agreed under the Junior Subordinated Debt Indenture to
pay for all costs, expenses and liabilities of the Issuer Trust (other than
withholding taxes and the Issuer Trust's obligations to the holders of the
Trust Securities), the positions of a holder of the Capital Securities and a
holder of such Junior Subordinated Debentures relative to other creditors and
to stockholders of the Company in the event of liquidation or bankruptcy of
the Company are expected to be substantially the same.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

GENERAL

In the opinion of Brown & Wood LLP, tax counsel to the Company and the
Issuer Trust, the following discussion summarizes the material United States
federal income tax consequences of the purchase, ownership and disposition of
the Capital Securities.

This summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury regulations thereunder, and administrative and
judicial interpretations thereof, each as of the date hereof, all of which
are subject to change, possibly on a retroactive basis. The authorities on
which this summary is based are subject to various interpretations, and this
summary is not binding on the Internal Revenue Service (the "IRS") or the
courts, either of which could take a contrary position. Moreover, no rulings
have been or will be sought from the IRS with respect to the transactions
described herein. Accordingly, there can be no assurance that the IRS will
not challenge the opinions expressed herein or that a court would not sustain
such a challenge.

Except as otherwise stated, this summary deals only with the Capital
Securities held as a capital asset by a holder who or which (i) purchased the
Capital Securities upon original issuance (an "Initial Holder") at the price
to the public and (ii) is a US Holder (as defined below). This summary does
not address all the tax consequences that may be relevant to a US Holder, nor
does it address the tax consequences, except as stated below, to holders that
are not US Holders ("Non-US Holders") or to holders that may be subject to
special tax treatment (such as banks, thrift institutions, real estate
investment trusts, regulated investment companies, insurance companies,
brokers and dealers in securities or currencies, other financial
institutions, tax-exempt organizations, persons holding the Capital
Securities as a position in a "straddle," as part of a "synthetic security,"
"hedging," "conversion" or other integrated investment, persons having a
functional currency other than the U.S. Dollar and certain United States
expatriates). Further, this summary does not address

(a) the income tax consequences to shareholders in, or partners or
beneficiaries of, a holder of the Capital Securities,

(b) the United States federal alternative minimum tax consequences of
the purchase, ownership or disposition of the Capital Securities,
or

A "US Holder" is a holder of the Capital Securities who or which is (i)
a citizen or individual resident (or is treated as a citizen or individual
resident) of the United States for income tax purposes, (ii) a corporation or
partnership created or organized (or treated as created or organized for
income tax purposes) in or under the laws of the United States or any
political subdivision thereof (other than a partnership that is not treated
as a United States person under any applicable Treasury regulations), (iii)
an estate the income of which is includible in its gross income for United
States federal income tax purposes without regard to its source, or (iv) a
trust if (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding sentence, to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date that elect to continue to
be treated as United States persons will also be a US Holder.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED
STATES FEDERAL OR OTHER TAX LAWS.

US HOLDERS

CHARACTERIZATION OF THE ISSUER TRUST. Under then current law and based
on the representations, facts and assumptions set forth in this Prospectus,
and assuming full compliance with the terms of the Trust Agreement (and other
relevant documents), the Issuer Trust will be characterized for United States
federal income tax purposes as a grantor trust and will not be characterized
as an association taxable as a corporation. Accordingly, for United States
federal income tax purposes, each holder of the Capital Securities generally
will be considered the owner of an undivided interest in the Junior
Subordinated Debentures owned by the Issuer Trust, and each US Holder will be
required to include all income or gain recognized for United States federal
income tax purposes with respect to its allocable share of the Junior
Subordinated Debentures on its own income tax return.

CHARACTERIZATION OF THE JUNIOR SUBORDINATED DEBENTURES. The Company
and the Issuer Trust will agree to treat the Junior Subordinated Debentures
as indebtedness for all United States federal income tax purposes. Under
then current law and based on the representations, facts and assumptions set
forth in this Prospectus, and assuming full compliance with the terms of the
Junior Subordinated Debt Indenture (and other relevant documents), the Junior
Subordinated Debentures will be characterized for United States federal
income tax purposes as debt of the Company.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT. Under the terms of the
Junior Subordinated Debentures, the Company has the ability to defer payments
of interest from time to time by extending the interest payment period for a
period not exceeding 20 consecutive quarterly periods, but not beyond the
maturity of the Junior Subordinated Debentures. Treasury regulations under
Section 1273 of the Code provide that debt instruments like the Junior
Subordinated Debentures will not be considered issued with original issue
discount ("OID") by reason of the Company's ability to defer payments of
interest if the likelihood of such deferral is "remote."

The Company has concluded, and this discussion assumes, that, as of the
date of this Prospectus, the likelihood of deferring payments of interest
under the terms of the Junior Subordinated Debentures is "remote" within the
meaning of the applicable Treasury regulations, in part because exercising
that option would prevent the Company from declaring dividends on its stock
and would prevent the Company from making any payments with respect to debt
securities that rank pari passu with or junior to the Junior Subordinated
Debentures. Therefore, the Junior Subordinated Debentures should not be
treated as issued with OID by reason of the Company's deferral option.
Rather, stated interest on the Junior Subordinated Debentures will generally
be taxable to a US Holder as ordinary income when paid or accrued in
accordance with that holder's method of accounting for income tax purposes.
It should be noted, however, that these Treasury regulations have not yet
been interpreted in any rulings or any other published authorities of the
IRS. Accordingly, it is possible that the IRS could take a position contrary
to the interpretation described herein.

In the event the Company exercises its option to defer payments of
interest, the Junior Subordinated Debentures would be treated as redeemed and
reissued for OID purposes and the sum of the remaining interest payments (and
any de minimis OID) on the Junior Subordinated Debentures would thereafter be
treated as OID, which would accrue, and be includible in a US Holder's
taxable income, on an economic accrual basis (regardless of the US Holder's
method of accounting for income tax purposes) over the remaining term of the
Junior Subordinated Debentures (including any period of interest deferral),
without regard to the timing of payments under the Junior Subordinated
Debentures. Subsequent distributions of interest on the Junior Subordinated
Debentures generally would not, by themselves, be taxable. The amount of OID
that would accrue in any period would generally equal the amount of interest
that accrued on the Junior Subordinated Debentures in that period at the
stated interest rate. Consequently, during any period of interest deferral,
US Holders will include OID in gross income in advance of the receipt of
cash, and a US Holder which disposes of a Capital Security prior to the
record date for payment of distributions on the Junior Subordinated
Debentures following that period will be subject to income tax on OID accrued
through the date of disposition (and not previously included in income), but
will not receive cash from the Issuer Trust with respect to the OID.

If the possibility of the Company's exercise of its option to defer
payments of interest is not treated as remote, the Junior Subordinated
Debentures would be treated as initially issued with OID in an amount equal
to the aggregate stated interest (plus any de minimis OID) over the term of
the Junior Subordinated Debentures. That OID would generally be includible
in a US Holder's taxable income, over the term of the Junior Subordinated
Debentures, on an economic accrual basis.

CHARACTERIZATION OF INCOME. Because the income underlying the Capital
Securities will not be characterized as dividends for income tax purposes,
corporate holders of the Capital Securities will not be entitled to a
dividends-received deduction for any income recognized with respect to the
Capital Securities.

MARKET DISCOUNT AND BOND PREMIUM. Holders of the Capital Securities
other than Initial Holders may be considered to have acquired their undivided
interests in the Junior Subordinated Debentures with market discount or
acquisition premium (as each phrase is defined for United States federal
income tax purposes).

RECEIPT OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF
THE ISSUER TRUST. Under certain circumstances described herein, the Issuer
Trust may distribute the Junior Subordinated Debentures to holders in
exchange for the Capital Securities and in liquidation of the Issuer Trust.
See "Description of the Capital Securities--Liquidation Distribution Upon
Dissolution" in this Prospectus Supplement. Except as discussed below, such
a distribution would not be a taxable event for United States federal income
tax purposes, and each US Holder would have an aggregate adjusted basis in
its Junior Subordinated Debentures for United States federal income tax
purposes equal to such holder's aggregate adjusted basis in its Capital
Securities. For United States federal income tax purposes, a US Holder's
holding period in the Junior Subordinated Debentures received in such a
liquidation of the Issuer Trust would include the period during which the
Capital Securities were held by the holder. If, however, the relevant event
is a Tax Event which results in the Issuer Trust being treated as an
association taxable as a corporation, the distribution would likely
constitute a taxable event to US Holders of the Capital Securities for United
States federal income tax purposes.

Under certain circumstances described herein, the Junior Subordinated
Debentures may be redeemed for cash and the proceeds of such redemption
distributed to holders in redemption of their Capital Securities. See
"Description of the Capital Securities" in this Prospectus Supplement.
Such a redemption would be taxable for United States federal income tax
purposes, and a US Holder would recognize gain or loss as if it had
sold the Capital Securities for cash. See "--Sales of Capital Securities"
below.

SALES OF CAPITAL SECURITIES. A US Holder that sells Capital Securities
will recognize gain or loss equal to the difference between its adjusted
basis in the Capital Securities and the amount realized on the sale of such
Capital Securities. A US Holder's adjusted basis in the Capital Securities
generally will be its initial purchase price, increased by OID previously
included (or currently includible) in such holder's gross income to the date
of disposition, and decreased by payments received on the Capital Securities
(other than any interest received with respect to the periods prior to the
effective date of the Company's first exercise of its option to defer
payments of interest). Any such gain or loss generally will be capital gain
or loss, and generally will be a long-term capital gain or loss if the
Capital Securities have been held for more than one year prior to the date of
disposition.

A holder who disposes of its Capital Securities between record dates for
payments of Distributions thereon will be required to include accrued but
unpaid interest (or OID) on the Junior Subordinated Debentures through the
date of disposition in its taxable income for United States federal income
tax purposes (notwithstanding that the holder may receive a separate payment
from the purchaser with respect to accrued interest), and to deduct that
amount from the sales proceeds received (including the separate payment, if
any, with respect to accrued interest) for the Capital Securities (or as to
OID only, to add such amount to such holder's adjusted tax basis in its
Capital Securities). To the extent the selling price is less than the
holder's adjusted tax basis (which will include accrued but unpaid OID, if
any), a holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States federal income tax purposes.

TAXPAYER RELIEF ACT OF 1997

On August 5, 1997, the Taxpayer Relief Act of 1997 (the "Tax Act") was
enacted into law. The Tax Act reduces the maximum rates on long-term capital
gains recognized on capital assets held by individual taxpayers for more than
eighteen months as of the date of disposition (and would further reduce the
maximum rates on such gains in the year 2001 and thereafter for certain
taxpayers who meet specified conditions). Prospective investors should
consult their own tax advisors concerning these tax law changes.

PROPOSED TAX LAW CHANGES

On February 6, 1997, President Clinton proposed certain tax law changes
(the "Tax Proposal") that, among other things, generally would have denied
corporate issuers a deduction for interest on certain debt obligations that
had a maximum term in excess of 15 years and were not shown as indebtedness
on the separate balance sheet of the issuer or, where the instrument was
issued to a related party (other than a corporation), where the holder or
some other related party issued a related instrument that was not shown as
indebtedness on the issuer's consolidated balance sheet. The Tax Proposal
would have been effective generally for instruments issued on or after the
date of first Congressional committee action. The Tax Proposal was not
included in the Tax Act. In addition, the Tax Proposal was not included in
President Clinton's 1999 Budget proposal, which was released on February 2,
1998. However, if similar legislation to the Tax Proposal is enacted in the
future with retroactive effect with respect to the Junior Subordinated
Debentures, the Company would not be entitled to an interest deduction with
respect to the Junior Subordinated Debentures. There can be no assurance
that future legislation similar to the Tax Proposal enacted after the date
hereof, if any, will not otherwise adversely affect the ability of the
Company to deduct the interest payable on the Junior Subordinated Debentures.
Accordingly, there can be no assurance that a Tax Event will not occur. See
"Description of the Capital Securities--Redemption" in this Prospectus
Supplement.

NON-US HOLDERS

The following discussion applies to a Non-US Holder.

Payments to a holder of a Capital Security which is a Non-US Holder will
generally not be subject to withholding of income tax, provided that (a) the
beneficial owner of the Capital Security does not (directly or indirectly,
actually or constructively) own 10% or more of the total combined voting
power of all classes of stock of the Company entitled to vote, (b) the
beneficial owner of the Capital Security is not a controlled foreign
corporation that is related to the Company through stock ownership, and (c)
either (i) the beneficial owner of the Capital Securities certifies to the
Issuer Trust or its agent, under penalties of perjury, that it is a Non-US
Holder and provides its name and address, or (ii) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Capital Security in such capacity, certifies to
the Issuer Trust or its agent, under penalties of perjury, that such a
statement has been received from the beneficial owner by it or by another
Financial Institution between it and the beneficial owner in the chain of
ownership, and furnishes the Issuer Trust or its agent with a copy thereof.

As discussed above (see "--Proposed Tax Law Changes" above), changes in
legislation affecting the income tax consequences of the Junior Subordinated
Debentures are possible, and could adversely affect the ability of the
Company to deduct the interest payable on the Junior Subordinated Debentures.
Moreover, any such legislation could adversely affect Non-US Holders by
characterizing income derived from the Junior Subordinated Debentures as
dividends, generally subject to a 30% withholding tax (or a lower rate
pursuant to an applicable treaty) when paid to a Non-US Holder, rather than
as interest which, as discussed above, is generally exempt from income tax in
the hands of a Non-US Holder.

A Non-US Holder of a Capital Security will generally not be subject to
withholding of income tax on any gain realized upon the sale or other
disposition of a Capital Security unless, in the case of certain Non-US
Holders who are nonresident alien individuals, such individuals are present
in the United States for 183 or more days in the taxable year of disposition
and certain other requirements are met.

A Non-US Holder which holds the Capital Securities in connection with
the active conduct of a United States trade or business will be subject to
income tax on all income and gains recognized with respect to its
proportionate share of the Junior Subordinated Debentures.

INFORMATION REPORTING

In general, information reporting requirements will apply to payments
made on, and proceeds from the sale of, the Capital Securities held by a
noncorporate US Holder within the United States. In addition, payments made
on, and payments of the proceeds from the sale of, the Capital Securities to
or through the United States office of a broker are subject to information
reporting unless the holder thereof certifies as to its Non-United States
status or otherwise establishes an exemption from information reporting and
backup withholding. See "--Backup Withholding" below. Taxable income on the
Capital Securities for a calendar year should be reported to US Holders on
the appropriate form by the following January 31st.

BACKUP WITHHOLDING

Payments made on, and proceeds from the sale of, the Capital Securities
may be subject to a "backup" withholding tax of 31% unless the holder
complies with certain identification or exemption requirements. Any amounts
so withheld will be allowed as a credit against the holder's income tax
liability, or refunded, provided the required information is provided to the
IRS.

NEW WITHHOLDING REGULATIONS

On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the withholding,
backup withholding and information reporting rules described above. The New
Regulations attempt to verify certification requirements and modify reliance
standards. The New Regulations will generally be effective for payments made
after December 31, 1998, subject to certain transition rules. Prospective
investors are urged to consult their own tax advisors regarding the New
Regulations.

THE PRECEDING DISCUSSION IS ONLY A SUMMARY AND DOES NOT ADDRESS THE
CONSEQUENCES TO A PARTICULAR HOLDER OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE CAPITAL SECURITIES. POTENTIAL HOLDERS OF THE CAPITAL
SECURITIES ARE URGED TO CONTACT THEIR OWN TAX ADVISORS TO DETERMINE THEIR
PARTICULAR TAX CONSEQUENCES.

CERTAIN ERISA CONSIDERATIONS

Before authorizing an investment in the Capital Securities, fiduciaries
of pension, profit sharing or other employee benefit plans subject to ERISA
("Plans") should consider, among other matters, (a) ERISA's fiduciary
standards (including its prudence and diversification requirements), (b)
whether such fiduciaries have authority to make such investment in the
Capital Securities under the applicable Plan investment policies and
governing instruments, and (c) rules under ERISA and the Code that prohibit
Plan fiduciaries from causing a Plan to engage in a "prohibited transaction."

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as
well as individual retirement accounts and Keogh plans subject to Section
4975 of the Code (also "Plans"), from, among other things, engaging in
certain transactions involving "plan assets" with persons who are "parties in
interest" under ERISA or "disqualified persons" under the Code (collectively,
"Parties in Interest") with respect to such Plan. A violation of these
"prohibited transaction" rules may result in an excise tax or other
liabilities under ERISA and/or Section 4975 of the Code for such persons,
unless exemptive relief is available under an applicable statutory or
administrative exemption. Such administrative exemptions include prohibited
transaction class exemption ("PTCE"). PTCE 96-23 (for certain transactions
determined by in-house asset managers), PTCE 91-38 (for certain transactions
involving bank collective investment funds), PTCE 95-60 (for certain
transactions involving insurance company general accounts), PTCE 90-1 (for
certain transactions involving insurance company pooled separate accounts),
and PTCE 84-14 (for certain transactions determined by independent qualified
asset managers).

The Department of Labor has issued a regulation (29 C.F.R. section
2510.3-101) (the "Plan Assets Regulation") concerning the definition of what
constitutes the assets of a Plan. The Plan Assets Regulation provides that,
as a general rule, the underlying assets and properties of corporations,
partnerships, trusts and certain other entities in which a Plan makes an
"equity" investment will be deemed, for purposes of ERISA, to be assets of
the investing Plan unless certain exceptions apply.

Pursuant to an exception contained in the Plan Assets Regulation, the
assets of the Trust would not be deemed to be "plan assets" of investing
Plans if the equity interests acquired by employee benefit plans are
"publicly-offered securities" --that is, they are (1) widely held (i.e.,
owned by more than 100 investors independent of the issuer and of each
other), (2) freely transferable and (3) sold as part of an offering pursuant
to an effective registration statement under the Securities Act and then
timely registered under Section 12(b) or 12(g) of the Exchange Act. It is
expected that the Capital Securities will meet the criteria of "publicly-
offered securities" above. The Underwriters expect that the Capital
Securities will be held by at least 100 independent investors at the
conclusion of the offering; there are no restrictions imposed on the transfer
of the Capital Securities and the Capital Securities will be sold as part of
an offering pursuant to an effective registration statement under the
Securities Act, and then will be timely registered under the Exchange Act.

Although it is expected that the assets of the Issuer Trust should not
be deemed to be "plan assets" of an investing Plan, if the Company or the
Trust is a Party in Interest with respect to the Plan, in the absence of an
applicable exemption, the Plan's purchase of the Capital Securities from the
Company would likely constitute a prohibited transaction under Section
406(a)(1)(A) of ERISA and Section 4975(c)(1)(A) of the Code. In addition, in
the absence of an applicable exemption, certain other transactions coincident
to the Capital Securities may involve a prohibited transaction, such as a
distribution of the Junior Subordinated Debentures from the Issuer Trust to a
Plan investor.

Any plans or other entities whose assets include Plan assets subject to
ERISA or Section 4975 of the Code proposing to acquire Capital Securities
should consult with their own counsel to confirm that such investment will
not result in a prohibited transaction that is not subject to an exemption
and will satisfy any other applicable requirements of ERISA and the Code.
Each purchaser using assets of a Plan to acquire Capital Securities will be
deemed to have represented that its purchase and holding of such Capital
Securities will not result in a non-exempt prohibited transaction under ERISA
or the Code and will be covered by the exemptive relief provided by PTCE 96-
23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption.

Governmental Plans and certain church plans are not subject to ERISA,
and are also not subject to the prohibited transaction provisions of Section
4975 of the Code. However, state laws or regulations governing the
investment and management of the assets of such plans may contain fiduciary
and prohibited transaction provisions similar to those under ERISA and the
Code discussed above. Accordingly, fiduciaries of governmental and church
plans, in consultation with their advisers, should consider the impact of
their respective state laws on investments in the Capital Securities and the
considerations discussed above to the extent applicable.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement dated , 1998 (the "Underwriting Agreement") among the
Company, the Issuer Trust, and each of the underwriters named therein (the
"Underwriters"), the Issuer Trust has agreed to sell to the Underwriters, and
the Underwriters have agreed to purchase, severally but not jointly, the
respective number of the Capital Securities set forth opposite their names
below:
NUMBER
UNDERWRITERS OF CAPITAL SECURITIES
- ------------ ---------------------

Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . .
_________
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
_________
---------

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Capital Securities are
subject to the approval of certain legal matters by their counsel and to
certain other conditions. The Underwriters are committed to take and pay for
all the Capital Securities if any are taken.

The initial purchase price for the Capital Securities will be the
initial offering price set forth on the cover page of this Prospectus
Supplement (the "Capital Securities Offering Price"). The Underwriters
propose to offer the Capital Securities at the Capital Securities Offering
Price, and all or part to certain dealers at a price that represents a
concession not in excess of $ per Capital Security. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $
per Capital Security to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed
by the Underwriters named on the cover page hereof.

The Company has granted to the Underwriters, an option, exercisable for
30 days from the date of this Prospectus Supplement, to purchase up to
additional Capital Securities at the public offering
price set forth on the cover page hereof. The Underwriters may exercise such
options solely for the purpose of covering over-allotments, if any, incurred
in the sale of Capital Securities offered hereby.

In view of the fact that the proceeds from the sale of the Capital
Securities will be used to purchase the Junior Subordinated Debentures issued
by the Company, the Underwriting Agreement provides that the Company will pay
as compensation for the Underwriters arranging the investment therein of such
proceeds an amount of $ per Capital Security (or $ in the
aggregate) for the accounts of the Underwriters.

Prior to this offering, there has been no public market for the Capital
Securities. Application will be made to list the Capital Securities on the
NYSE. Trading of the Capital Securities on the NYSE is expected to commence
within a 30-day period after the initial delivery of the Capital Securities.
The Underwriters have advised the Company that they intend to make a market
in the Capital Securities prior to commencement of trading on the NYSE, but
they are not obligated to do so and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the Capital Securities.

In order to meet one of the requirements for listing the Capital
Securities on the NYSE, the Underwriters will undertake to sell lots of 100
or more Capital Securities to a minimum of 400 beneficial holders.

The Company and the Issuer Trust have agreed that, during the period
beginning on the date of the Underwriting Agreement and continuing to and
including the closing under the Underwriting Agreement, neither will offer,
sell, contract to sell or otherwise dispose of any securities of the Company
or the Issuer Trust that are substantially similar to the Capital Securities,
or that are convertible into or exchangeable for, or otherwise represent a
right to acquire, any such securities, except in the offering or with the
prior written consent of the Underwriters.

The Company and the Issuer Trust have agreed to indemnify the
Underwriters and certain other persons against certain liabilities, including
liabilities under the Securities Act and to contribute to payments the
Underwriters may be required to make in respect thereof.

In connection with the offering of the Capital Securities, the
Underwriters and any selling group members and their respective affiliates
may engage in transactions to stabilize, maintain or otherwise affect the
market price of the Capital Securities. Specifically, the Underwriters may
overallot by selling more Capital Securities than they are committed to
purchase from the Issuer Trust. In such a case, to cover all or part of the
short position, the Underwriters may purchase Capital Securities in the open
market following completion of the initial offering of the Capital
Securities. The Underwriters also may engage in stabilizing transactions in
which they bid for, and purchase, Capital Securities at a level above that
which might otherwise prevail in the open market for the purpose of
preventing or retarding a decline in the market price of the Capital
Securities. The Underwriters also may reclaim any selling concessions
allowed to an Underwriter or a dealer if the Underwriters repurchase Capital
Securities distributed by that Underwriter or dealer. Any of the foregoing
transactions may result in the maintenance of a price for the Capital
Securities at a level above that which might otherwise prevail in the open
market. Neither the Company nor any Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Capital Securities.
The Underwriters are not required to engage in any of the foregoing
transactions and, if commenced, such transactions may be discontinued at any
time without notice.

Certain of the Underwriters or their affiliates have provided from time
to time, and expect to provide in the future, investment or financial
services to the Company and its affiliates, for which such Underwriters or
their affiliates have received or will receive customary fees and
commissions. The Administrators appointed by the Company are officers of
Morgan Stanley & Co. Incorporated.

The Underwriters and any dealers utilized in the sale of Capital
Securities do not intend to confirm sales to accounts over which they
exercise discretionary authority.

PROSPECTUS (SUBJECT TO COMPLETION, ISSUED FEBRUARY 13, 1998)

$1,500,000,000
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
DEBT SECURITIES

MSDW CAPITAL TRUST I
MSDW CAPITAL TRUST II
MSDW CAPITAL TRUST III
MSDW CAPITAL TRUST IV
MSDW CAPITAL TRUST V
CAPITAL SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED, TO THE EXTENT DESCRIBED HEREIN, BY

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.

Morgan Stanley, Dean Witter, Discover & Co. (the "Company") may offer
and issue from time to time its debt securities ("Debt Securities") in one or
more series with such terms as are described herein and in the applicable
Prospectus Supplement.

MSDW Capital Trust I, MSDW Capital Trust II, MSDW Capital Trust III,
MSDW Capital Trust IV and MSDW Capital Trust V, each a trust created under
the laws of the State of Delaware (each, an "Issuer Trust," and collectively,
the "Issuer Trusts"), may severally offer and issue from time to time equity
securities (the "Capital Securities") representing preferred beneficial
ownership interests in such Issuer Trust with such terms as are described
herein and in the applicable Prospectus Supplement. The Company will be the
owner, directly or indirectly, of the common securities (the "Common
Securities" and, together with the Capital Securities, the "Trust
Securities") representing common beneficial ownership interests in each
Issuer Trust. Payment to holders of Capital Securities of cash distributions
thereon ("Distributions"), and amounts payable upon redemption thereof,
liquidation of the applicable Issuer Trust or otherwise, will be guaranteed
by the Company to the extent described herein and in the applicable
Prospectus Supplement (each, a "Guarantee"). The only assets of an Issuer
Trust will be Debt Securities purchased from the Company with the proceeds
from the issuance of its Trust Securities. Each Guarantee will rank pari
passu with the Debt Securities purchased with the proceeds of the Capital
Securities covered by such Guarantee. If specified in the applicable
Prospectus Supplement, such Debt Securities may be distributed pro rata to
holders of Trust Securities at such times as may be described herein or in
such Prospectus Supplement.

The Debt Securities, the Capital Securities and the Guarantees are
sometimes herein referred to individually as a "Security" and collectively as
the "Securities." This Prospectus may not be used to consummate sales of
Securities unless accompanied by a Prospectus Supplement.
(continued on next page)
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------

Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the accompanying Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the
case of sales to a dealer, the public offering price less discount in the
case of sales to an underwriter or the purchase price less commission in the
case of sales through an agent -- in each case, less other expenses
attributable to issuance and distribution. See "Plan of Distribution" for
possible indemnification arrangements for dealers, underwriters and agents.

Following the initial distribution of a series of Securities, affiliates
of the Company may offer and sell previously issued Securities in the course
of their businesses as broker-dealers (subject, in the case of any Securities
listed on a stock exchange or quoted on an automatic quotation system, to
obtaining any necessary approval of the applicable stock exchange or
quotation system for any such offers and sales). Such affiliates may act as
a principal or agent in such transactions. This Prospectus and the
accompanying Prospectus Supplement may be used by such affiliates in
connection with such transactions. Such sales, if any, will be made at
varying prices related to prevailing market prices at the time of sale.

MORGAN STANLEY DEAN WITTER

, 1998

(continued from the previous page)

The aggregate initial public offering price of all Debt Securities
(other than Debt Securities purchased by Issuer Trusts) and Capital
Securities issued pursuant to the Registration Statement of which this
Prospectus forms a part shall not exceed $1,500,000,000 or the equivalent
thereof in any foreign currency or composite currency. Unless specified in
the applicable Prospectus Supplement, the Debt Securities and the Capital
Securities will be issued in registered form without coupons.

Certain specific terms of the Securities in respect of which this
Prospectus is being delivered will be described in the accompanying
Prospectus Supplement, including without limitation and where applicable, (a)
in the case of the Debt Securities, series designation, ranking, aggregate
principal amount, denominations, maturity date (including any provisions for
the shortening or extension thereof), interest payment dates, interest rate
(which may be fixed or variable) or method of calculating interest, if any,
interest deferral terms, if any, place or places where and currency or
currency units in which principal, premium, if any, and interest, if any,
will be payable, any terms of redemption, any sinking fund provisions, terms
for any conversion or exchange into other securities, initial offering or
purchase price, methods of distribution and any other special terms, and (b)
in the case of Capital Securities, the identity of the Issuer Trust, title,
aggregate stated liquidation amount, number of securities, Distribution rate
or method of calculating such rate, Distribution payment dates, applicable
Distribution deferral terms, if any, place or places where and currency or
currency units in which Distributions and other amounts will be payable, any
terms of redemption, exchange, initial offering or purchase price, methods of
distribution and any other special terms.

The applicable Prospectus Supplement also will contain information, as
applicable, about certain United States federal income tax consequences
relating to the Securities and will set forth the name of and compensation to
each dealer, underwriter or agent (if any) involved in the sale of the
Securities being offered and the managing underwriters with respect to any
Securities sold to or through underwriters. Any such underwriters (and any
representative thereof), dealers or agents in the United States will include
Morgan Stanley & Co. Incorporated ("MS & Co.") and/or Dean Witter Reynolds
Inc. ("DWR") and any such underwriters (and any representative thereof),
dealers or agents outside the United States will include Morgan Stanley & Co.
International Limited ("MSIL"), Dean Witter International Ltd. ("DWIL") or
other affiliates of the Company.

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE ISSUER TRUSTS OR ANY UNDERWRITER, DEALER OR
AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Effective May 31, 1997, Morgan
Stanley Group Inc. ("Morgan Stanley") merged with and into Dean Witter,
Discover & Co. ("Dean Witter Discover"), which, as the surviving
corporation, was renamed Morgan Stanley, Dean Witter, Discover & Co. Prior
to the merger, Morgan Stanley was subject to the information requirements of
the Exchange Act. Reports, proxy statements and other information filed by
the Company (and, prior to the merger, by Morgan Stanley) with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
or at its Regional Offices located at Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center, 13th
Floor, New York, New York 10048, and copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C.20549, at prescribed rates. In addition, the Commission
maintains a Website that contains reports, proxy and other information
regarding registrants that file electronically, such as the Company. The
address of the Commission's Website is http:/www.sec.gov. The Company's
Common Stock, par value $0.01 per share (the "Common Stock"), is listed on
the New York Stock Exchange, Inc. (the "NYSE") and the Pacific Stock
Exchange, Inc. Reports, proxy statements and other information concerning
the Company can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street,
San Francisco, California 94104 or 618 South Spring Street, Los Angeles,
California 90014.

This Prospectus constitutes a part of a Registration Statement filed by
the Company and the Issuer Trusts with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. Reference is
hereby made to the Registration Statement and to the related exhibits for
further information with respect to the Company, the Issuer Trusts and the
Securities. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.

No separate financial statements of any Issuer Trust have been included
herein. The Company and the Issuer Trusts do not consider that such
financial statements would be material to holders of the Capital Securities
because each Issuer Trust is a newly formed special purpose entity, has no
operating history or independent operations and is not engaged in and does
not propose to engage in any activity other than holding Debt Securities as
trust assets and issuing the Trust Securities. See "The Issuer Trusts,"
"Description of Capital Securities," "Description of Debt Securities" and
"Description of Guarantees." In addition, the Company does not expect that
any of the Issuer Trusts will be filing reports under the Exchange Act with
the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission under the Exchange Act
by the Company are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal period ended December 31,
1996;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;

(d) Quarterly Report on Form 10-Q for the quarter ended August 31,
1997; and

(e) Current Reports on Form 8-K dated January 22, 1997, February 4,
1997 (two reports), February 20, 1997, February 27, 1997, February 28, 1997,
April 15, 1997, April 17, 1997 (three reports), April 30, 1997, May 31, 1997
(two reports), June 25, 1997, July 25, 1997, September 23, 1997, December 8,
1997, January 7, 1998, and February 12, 1998.

The following documents previously filed with the Commission under the
Exchange Act by Morgan Stanley, a predecessor of the Company, are
incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal period ended November
30,1996;

(b) Quarterly Report on Form 10-Q for the quarter ended February 28,
1997; and

(c) Current Reports on Form 8-K dated December 18, 1996, December 26,
1996, January 7, 1997, January 24, 1997, February 4, 1997, February 5, 1997,
February 20, 1997, February 21, 1997, February 28, 1997, March 27, 1997,
April 14, 1997, April 17, 1997 and April 30, 1997.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the later of (i) the termination of the offering of the Securities
and (ii) the date on which MS & Co., MSIL, DWR, DWIL and other affiliates of
the Company cease offering and selling previously issued Securities shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

Copies of the above documents (excluding exhibits) may be obtained upon
request without charge from the Company, 1585 Broadway, New York, New York
10036, Attention: Investor Relations (telephone number (212) 762-8131).

THE COMPANY

Morgan Stanley, Dean Witter, Discover & Co. (the "Company") is a
preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses--securities, asset
management and credit services. The Company is a combination of Dean Witter,
Discover & Co. ("Dean Witter Discover") and Morgan Stanley Group Inc.
("Morgan Stanley") pursuant to a merger of equals that was effected on May
31, 1997 in which Morgan Stanley was merged with and into Dean Witter
Discover (the "Merger"). The Company combines three well recognized brands
in the financial services industry: Morgan Stanley, Dean Witter and
Discover(Registered Trademark) Card. The Company combines global strength in
investment banking and institutional sales and trading, with strength in
providing investment and global asset management products and services to its
customers and in providing quality consumer credit products to its customers,
primarily through its Discover Card brand.

The Company, through its subsidiaries, provides a wide range of
financial and securities services on a global basis and provides credit and
transaction services nationally. Its securities businesses ("Securities
Services") include providing securities underwriting, distribution and
trading; merger, acquisition, restructuring, real estate, project finance and
other corporate finance advisory activities; full-service brokerage; research
services; the trading of foreign exchange and commodities as well as
derivatives on a broad range of asset categories, rates and indices; and
securities lending. The Company's asset management businesses ("Asset
Management") include providing global asset management advice and services to
individual and institutional investors through well-recognized brand names,
including Dean Witter InterCapital ("InterCapital"), Van Kampen American
Capital ("VKAC"), Morgan Stanley Asset Management ("MSAM") and Miller
Anderson & Sherrerd ("MAS"); global custody and securities clearance; and
principal investment activities. The Company's credit and transaction
services business ("Credit Services") include the operation of the
NOVUS(Registered Trademark) Network, a proprietary network of merchant and
cash access locations, and the issuance of the Discover Card and other
proprietary general purpose credit cards. The Company's services, including
the Discover Card, are provided to a large and diversified group of clients
and customers including corporations, governments, financial institutions and
individuals.

The Company conducts its business from its headquarters in New York
City, its regional offices and branches throughout the United States, and its
principal offices in London, Tokyo, Hong Kong and throughout the world. Dean
Witter Discover was incorporated under the laws of the State of Delaware in
1981 and its predecessor companies date back to 1924. Morgan Stanley was
incorporated under the laws of the State of Delaware in 1975 and its
predecessor companies date back to 1935. At November 30, 1997, the Company
had 47,277 employees. None of the Company's employees is covered by a
collective bargaining agreement.

The Company conducts its worldwide business through several highly
integrated subsidiaries and affiliates, which frequently participate together
in the facilitation and consummation of a single transaction. Because of the
increasing integration of the international financial markets, the Company
manages its principal operating subsidiaries on a coordinated global basis
with a view to the profitability of the enterprise as a whole.

At November 30, 1997, the Company had the third largest account
executive sales organization in the United States, with 9,946 professional
account executives and 399 branches, and one of the largest global asset
management operations of any full-service securities firm, with total assets
under management and administration of approximately $338 billion. In
addition, based on its approximately 40 million general purpose credit card
accounts as of November 30, 1997, the Company was the nation's largest credit
card issuer as measured by number of accounts and cardmembers.

The Company's principal executive offices are at 1585 Broadway, New
York, New York 10036, and its telephone number is (212) 761-4000. Unless the
context otherwise requires, the term "Company" means Morgan Stanley, Dean
Witter, Discover & Co. and its consolidated subsidiaries.

THE ISSUER TRUSTS

Each Issuer Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary
of State on February 12, 1998. Each Issuer Trust will be governed by an
amended and restated trust agreement (each, a "Trust Agreement") among the
Company, as Depositor, The Bank of New York (Delaware), as Delaware Trustee,
The Bank of New York, as Property Trustee (together with the Delaware
Trustee, the "Issuer Trustees") and two individuals selected by the holders
of the Common Securities to act as administrators with respect to such Issuer
Trust (the "Administrators") and the holders, from time to time, of the Trust
Securities. The Company, as the holder of the Common Securities, intends to
select two individuals who are employees or officers of or affiliated with
the Company to serve as the Administrators. Each Issuer Trust exists for the
exclusive purposes of (i) issuing and selling its Trust Securities, (ii)
using the proceeds from the sale of such Trust Securities to invest in a
series of Debt Securities and (iii) engaging in only those other activities
necessary, convenient or incidental thereto (such as registering the transfer
of Trust Securities). Accordingly, Debt Securities will be the sole assets
of each Issuer Trust, and payments under the Debt Securities owned by an
Issuer Trust will be the sole revenue of such Issuer Trust.

All of the Common Securities of each Issuer Trust will be owned directly
or indirectly by the Company. The Common Securities of an Issuer Trust will
rank pari passu, and payments will be made thereon pro rata, with the Capital
Securities of such Issuer Trust, except that upon the occurrence and
continuance of a Debenture Event of Default (as defined herein) arising as a
result of any failure by the Company to pay any amounts in respect of the
Debt Securities owned by such Issuer Trust when due, the rights of the
Company as holder of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise will be
subordinated to the rights of the holders of the Capital Securities of such
Issuer Trust. See "Description of Capital Securities--Subordination of
Common Securities." Unless otherwise specified in the applicable Prospectus
Supplement, the Company will acquire, directly or indirectly, Common
Securities in an aggregate liquidation amount equal to at least 3% of the
total capital of each Issuer Trust. Unless otherwise specified in the
applicable Prospectus Supplement, each Issuer Trust will have a term of
approximately 40 years from the date on which it initially issues its Capital
Securities, but may dissolve earlier as provided in the applicable Trust
Agreement and described in the applicable Prospectus Supplement. Unless
otherwise specified in the applicable Prospectus Supplement, the name and
address of the Delaware Trustee for each Issuer Trust will be The Bank of New
York (Delaware), White Clay Center, Newark, Delaware 19711, and the name and
address of the Property Trustee, the Guarantee Trustee and the Debt
Securities Trustee for each Issuer Trust will be The Bank of New York, 101
Barclay Street, Floor 21 West, New York, New York 10286.

It is anticipated that no Issuer Trust will be subject to the reporting
requirements under the Exchange Act.

USE OF PROCEEDS

The Issuer Trusts will use all proceeds from the sale of Trust
Securities to purchase Debt Securities from the Company. Unless otherwise
set forth in the applicable Prospectus Supplement, the Company intends to use
the net proceeds from the sale of its Debt Securities (including Debt
Securities issued to the Issuer Trusts) for general corporate purposes, which
may include additions to working capital, the redemption of outstanding
preferred stock and the repayment of indebtedness or for such other purposes
as are set forth in the applicable Prospectus Supplement. The Company
anticipates that it will raise additional funds from time to time through
equity or debt financing, including borrowings under revolving credit
agreements, to finance its businesses worldwide. The precise amount and
timing of the application of such net proceeds used for such corporate
purposes will depend on the funding requirements and the availability of
other funds to the Company and its subsidiaries.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth the consolidated ratios of earnings to
fixed charges and earnings to fixed charges for the Company for the periods
indicated. The fiscal year information combines the historical financial
information of Dean Witter Discover for the year ended December 31, 1996,
1995, 1994, 1993 and 1992 with the historical financial of Morgan Stanley for
the fiscal years ended November 30, 1996, 1995, 1994, 1993 and 1992.
Subsequent to the Merger, the Company adopted a fiscal year end of November
30. The nine month information reflects the change in fiscal year end and
the restatement of the periods presented as if Dean Witter Discover and
Morgan Stanley had always been combined.

<TABLE>
<CAPTION> Nine Months Ended Fiscal Year
August 31, August 31,
1997 1996 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges . . . . 1.4 1.3 1.3 1.3 1.3 1.4 1.3
Ratio of earnings to fixed
charges and preferred
stock dividends . . . 1.3 1.3 1.3 1.3 1.3 1.4 1.3

</TABLE>

For the purpose of calculating the ratio of earnings to fixed charges
and the ratio of earnings to fixed charges and preferred stock dividends,
earnings consist of income before income taxes and fixed charges (exclusive
of preferred stock dividends). Additionally, "earnings" in 1992 excludes a
nonrecurring gain of $32.1 million from the initial public offering of 25.7%
of SPS Transaction Services, Inc. For the purposes of calculating both
ratios, fixed charges include interest expense, capitalized interest and that
portion of rentals representative of an interest factor. Additionally, for
the purposes of calculating the ratio of earnings to fixed charges and
preferred stock dividends, preferred stock dividends (on a pre-tax basis) are
included in the denominator of the ratio.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will constitute either senior or subordinated debt
of the Company and will be issued, in the case of Debt Securities that will
be senior debt, 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,
each between Morgan Stanley (as predecessor to the Company) and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee, and by a Third
Supplemental Senior Indenture dated as of June 1, 1997, between the Company
and The Chase Manhattan Bank, as Trustee (as so supplemented, the "Senior
Debt Indenture"), and, in the case of Debt Securities that will be
subordinated debt, under either (i) a Subordinated Indenture dated as of
April 15,1989, as supplemented by a First Supplemental Subordinated Indenture
dated as of May 15, 1991 and a Second Supplemental Subordinated Indenture
dated as of April 15, 1996 each between Morgan Stanley (as predecessor to the
Company) and The First National Bank of Chicago, as Trustee, and by a Third
Supplemental Subordinated Indenture dated as of June 1, 1997, between the
Company and The First National Bank of Chicago, as Trustee (as so
supplemented, the "Senior Subordinated Debt Indenture") or (ii) a Junior
Subordinated Indenture to be entered into between the Company and The
Bank of New York, as Trustee (the "Junior Subordinated Debt Indenture").
The Senior Debt Indenture, the Senior Subordinated Debt Indenture and Junior
Subordinated Debt Indenture are sometimes hereinafter referred to individually
as an "Indenture" and collectively as the "Indentures." The Chase Manhattan
Bank, The First National Bank of Chicago and The Bank of New York are
hereinafter referred to individually as a "Debt Securities Trustee" and
collectively as the "Debt Securities Trustees."

The following summaries of certain provisions of the Indentures and the
Debt Securities do not purport to be complete and are subject to the detailed
provisions of the applicable Indenture and Debt Securities to which reference
is hereby made for a full description of such provisions, including the
definition of certain terms used herein, and for other information regarding
the Debt Securities. Numerical references in parentheses below are to
sections in the applicable Indenture. Wherever particular sections or
defined terms of the applicable Indenture are referred to, such sections or
defined terms are incorporated herein by reference as part of the statement
made, and the statement is qualified in its entirety by such reference. The
Indentures are substantially identical, except for the provisions relating to
subordination and the Company's negative pledge. See "--Subordinated Debt"
and "--Certain Covenants" below. As used under this caption and the captions
"Description of Capital Securities," "Global Securities" and "Description of
Guarantees," the term Company means Morgan Stanley, Dean Witter, Discover &
Co.

GENERAL

None of the Indentures limits the amount of additional indebtedness that
the Company or any of its subsidiaries may incur. The Debt Securities will
be unsecured senior or subordinated obligations of the Company. Most of the
assets of the Company are owned by its subsidiaries. Therefore, the
Company's rights and the rights of its creditors, including holders of Debt
Securities, to participate in the assets of any subsidiary upon such
subsidiary's liquidation or recapitalization will be subject to the prior
claims of such subsidiary's creditors, except to the extent that the Company
may itself be a creditor with recognized claims against the subsidiary. In
addition, dividends, loans and advances from certain subsidiaries to the
Company are restricted by legal requirements, including (in the case of MS &
Co. and DWR) net capital requirements under the Exchange Act and under rules
of certain exchanges and other regulatory bodies and (in the case of
Greenwood Trust Company, a Delaware chartered bank and an indirect wholly
owned subsidiary of the Company, and other bank subsidiaries) by banking
regulations.

The Indentures provide that Debt Securities may be issued from time to
time in one or more series and may be denominated and payable in foreign
currencies or units based on or relating to foreign currencies, including
European Currency Units ("ECUs"). Special United States federal income tax
considerations applicable to any Debt Securities so denominated will be
described in the applicable Prospectus Supplement.

Reference is made to the applicable Prospectus Supplement for the
following terms of and information relating to the Debt Securities offered
hereby and thereby (to the extent such terms are applicable to such Debt
Securities): (i) classification as senior, senior subordinated or junior
subordinated Debt Securities, the specific designation, aggregate principal
amount, purchase price and denomination; (ii) currency or units based on or
relating to currencies in which such Debt Securities are denominated and/or
in which principal (and premium, if any) and/or interest will or may be
payable; (iii) any date of maturity, including any provisions for the
shortening or extension thereof; (iv) interest rate or rates (or the method
by which such rate or rates will be determined), if any; (v) the date or
dates on which any such interest will be payable; (vi) any provisions
relating to the deferral of interest payments at the option of the Company or
otherwise; (vii) the place or places where the principal of, premium, if any,
and interest, if any, on such Debt Securities will be payable; (viii) any
repayment, redemption, prepayment or sinking fund provisions; (ix) whether
such Debt Securities will be issuable in registered form or bearer form
("Bearer Securities") or both and, if Bearer Securities are issuable, any
restrictions applicable to the exchange of one form for another and to the
offer, sale and delivery of Bearer Securities; (x) the terms, if any, on
which such Debt Securities may be converted into or exchanged for stock or
other securities of the Company or other entities, any specific terms
relating to the adjustment thereof and the period during which such Debt
Securities may be so converted or exchanged; (xi) if applicable, any
securities exchange or quotation system on which such Debt Securities may be
listed or quoted, as the case may be; (xii) any applicable United States
federal income tax consequences, including whether and under what
circumstances the Company will pay additional amounts on such Debt Securities
held by a person who is not a U.S. person (as defined in the applicable
Prospectus Supplement) in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the
option to redeem such Debt Securities rather than pay such additional
amounts; and (xiii) any other specific terms of such Debt Securities,
including any additional events of default or covenants provided for with
respect to such Debt Securities, and any terms which may be required by or
advisable under applicable laws or regulations.

Debt Securities may be presented for exchange and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the
applicable Prospectus Supplement. Such services will be provided without
charge, other than any tax or other governmental charge payable in connection
therewith, but subject to the limitations provided in the applicable
Indenture and Debt Securities. Debt Securities in bearer form and the
coupons, if any, appertaining thereto will be transferable by delivery.

Debt Securities will bear interest at a fixed rate (a "Fixed Rate
Security") or a floating rate (a "Floating Rate Security"). Debt Securities
bearing no interest or interest at a rate that at the time of issuance is
below the prevailing market rate will be sold at a discount below their
stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to
certain Debt Securities issued at par which are treated as having been issued
at a discount for United States federal income tax purposes will be described
in the applicable Prospectus Supplement.

Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest
payable on any interest payment date, to be determined by reference to one or
more currency exchange rates, securities or baskets of securities, commodity
prices or indices. Holders of such Debt Securities may receive a payment of
principal on any principal payment date, or a payment of interest on any
interest payment date, that is greater than or less than the amount of
principal or interest otherwise payable on such dates, depending upon the
value on such dates of the applicable currency, security or basket of
securities, commodity or index. Information as to the methods for
determining the amount of principal or interest payable on any date, the
currencies, securities or baskets of securities, commodities or indices to
which the amount payable on such date is linked and certain additional tax
considerations will be set forth in the applicable Prospectus Supplement.

SENIOR DEBT

Debt Securities and, in the case of Bearer Securities, any coupons
appertaining thereto (the "Coupons"), that will constitute part of the senior
debt of the Company will be issued under the Senior Debt Indenture and will
rank pari passu with all other unsecured and unsubordinated debt of the
Company.

SUBORDINATED DEBT

Debt Securities and Coupons that will constitute part of the
subordinated debt of the Company will be issued under the Senior Subordinated
Debt Indenture or the Junior Subordinated Debt Indenture (hereinafter
referred to individually as a "Subordinated Debt Indenture" and collectively
as "Subordinated Debt Indentures").

Senior Subordinated Debt

Debt Securities and Coupons issued under the Senior Subordinated
Debenture will be subordinate and junior in right of payment, to the extent
and in the manner set forth in the Senior Subordinated Debt Indenture, to all
"Senior Indebtedness," as defined therein, of the Company. The Senior
Subordinated Debt Indenture defines "Senior Indebtedness" as obligations
(other than nonrecourse obligations, the Debt Securities issued under the
Senior Subordinated Debt Indenture and any other obligations specifically
designated as being subordinate in right of payment to such Senior
Indebtedness) of, or guaranteed or assumed by, the Company for borrowed money
or evidenced by bonds, debentures, notes or other similar instruments, and
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligations. (Senior Subordinated Debt Indenture, Section
1.1)

In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or (b) that (i)
a default shall have occurred with respect to the payment of principal of
(and premium, if any) or any interest on or other monetary amounts due and
payable on any Senior Indebtedness (as defined in the Senior Subordinated
Debt Indenture) or (ii) there shall have occurred an event of default (other
than a default in the payment of principal, premium, if any, or interest, or
other monetary amounts due and payable) with respect to any Senior
Indebtedness, as defined in the Senior Subordinated Debt Indenture or in the
instrument under which the same is outstanding, permitting the holder or
holders thereof to accelerate the maturity thereof (with notice or lapse of
time, or both), and such event of default shall have continued beyond the
period of grace, if any, in respect thereof, and such default or event of
default shall not have been cured or waived or shall not have ceased to
exist, or (c) that the principal of and accrued interest on Debt Securities
issued under the Senior Subordinated Debt Indenture shall have been declared
due and payable upon an Event of Default pursuant to Section 5.1 of the
Senior Subordinated Debt Indenture and such declaration shall not have been
rescinded and annulled as provided therein, then the holders of all Senior
Indebtedness (as defined in the Senior Subordinated Debt Indenture) shall
first be entitled to receive payment of the full amount unpaid thereon, or
provision shall be made for such payment in money or money's worth, before
the holders of any of the Debt Securities or Coupons issued under the Senior
Subordinated Debt Indenture are entitled to receive a payment on account of
the principal of (and premium, if any) or any interest on the indebtedness
evidenced by such Debt Securities or such Coupons. (Senior Subordinated Debt
Indenture, Section 13.1) If this Prospectus is being delivered in connection
with a series of Debt Securities issued under the Senior Subordinated Debt
Indenture, the accompanying Prospectus Supplement or the information
incorporated herein by reference will set forth the approximate amount of
Senior Indebtedness (as defined in the Senior Subordinated Debt Indenture)
outstanding as of the end of the most recent fiscal quarter.

Junior Subordinated Debt

Debt Securities and Coupons issued pursuant to the Junior Subordinated
Debt Indenture will be subordinate and junior in right of payment, to the
extent and in the manner set forth in the Junior Subordinate Debt Indenture,
to all "Senior Indebtedness," as defined therein, of the Company. The Junior
Subordinated Debt Indenture defines "Senior Indebtedness" as any Debt
Securities or Coupons issued under the Senior Debt Indenture or the Senior
Subordinated Debt Indenture and any other obligations (other than nonrecourse
obligations, Debt Securities issued under the Junior Subordinated Debt
Indenture or any other obligations specifically designated as being
subordinate in right of payment to such Senior Indebtedness) of, or
guaranteed or assumed by, the Company for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness
or obligations. (Junior Subordinated Debt Indenture, Section 1.1)

In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceeding in
respect of the Company or a substantial part of its property, or (b) that (i)
a default shall have occurred with respect to the payment of principal of
(and premium, if any) or any interest on or other monetary amounts due and
payable on any Senior Indebtedness (as defined in the Junior Subordinated
Debt Indenture) or (ii) there shall have occurred an event of default (other
than a default in the payment of principal, premium, if any, or interest, or
other monetary amounts due and payable) with respect to any Senior
Indebtedness, as defined in the Junior Subordinated Debt Indenture or in the
instrument under which the same is outstanding, permitting the holder or
holders thereof to accelerate the maturity thereof (with notice or lapse of
time, or both), and such event of default shall have continued beyond the
period of grace, if any, in respect thereof, and such default or event of
default shall not have been cured or waived or shall not have ceased to
exist, or (c) that the principal of and accrued interest on Debt Securities
issued under the Junior Subordinated Debt Indenture shall have been declared
due and payable upon an Event of Default pursuant to Section 5.1 of the
Junior Subordinated Debt Indenture and such declaration shall not have been
rescinded and annulled as provided therein, then the holders of all Senior
Indebtedness (as defined in the Junior Subordinated Debt Indenture) shall
first be entitled to receive payment of the full amount unpaid thereon, or
provision shall be made for such payment in money or money's worth, before
the holders of any of Debt Securities or Coupons issued under the Junior
Subordinated Debt Indenture are entitled to receive a payment on account of
the principal of (and premium, if any) or any interest on the indebtedness
evidenced by such Debt Securities or such Coupons. (Junior Subordinated Debt
Indenture, Section 13.1) If this Prospectus is being delivered in connection
with a series of Debt Securities issued under the Junior Subordinated Debt
Indenture, the accompanying Prospectus Supplement or the information
incorporated herein by reference will set forth the approximate amount of
Senior Indebtedness (as defined in the Junior Subordinated Debt Indenture)
outstanding as of the end of the most recent fiscal quarter.

CERTAIN COVENANTS

Negative Pledge. The Senior Debt Indenture provides that the Company
and any successor corporation will not, and will not permit any Subsidiary
(as defined below) to, create, assume, incur or guarantee any indebtedness
for borrowed money secured by a pledge, lien or other encumbrance (except for
certain liens specifically permitted by such Indenture) on (i) the Voting
Securities (as defined below) of MS & Co., MSIL, DWR, Greenwood Trust
Company, or any Subsidiary succeeding to any substantial part of the business
now conducted by any of such corporations (collectively, the "Principal
Subsidiaries") or (ii) Voting Securities of a Subsidiary that owns, directly
or indirectly, Voting Securities of any of the Principal Subsidiaries (other
than directors' qualifying shares) without making effective provisions
whereby the Debt Securities issued under such Indenture will be secured
equally and ratably with such secured indebtedness. "Subsidiary" means any
corporation, partnership or other entity of which at the time of
determination the Company owns or controls directly or indirectly more than
50% of the shares of the voting stock or equivalent interest. "Voting
Securities" means stock of any class or classes having general voting power
under ordinary circumstances to elect a majority of the board of directors,
managers or trustees of the Subsidiary in question, provided that, for the
purposes hereof, stock which carries only the right to vote conditionally on
the happening of an event shall not be considered voting stock whether or not
such event shall have happened. (Senior Debt Indenture, Section 3.6)

Merger, Consolidation, Sale, Lease or Conveyance. Each Indenture
provides that the Company will not merge or consolidate with any other person
and will not sell, lease or convey all or substantially all its assets to any
person, unless the Company shall be the continuing corporation, or the
successor corporation or person that acquires all or substantially all the
assets of the Company shall be a corporation organized under the laws of the
United States or a state thereof or the District of Columbia and shall
expressly assume all obligations of the Company under the Indenture and the
Debt Securities issued thereunder, and immediately after such merger,
consolidation, sale, lease or conveyance, the Company, such person or such
successor corporation shall not be in default in the performance of the
covenants and conditions of such Indenture to be performed or observed by the
Company. (Indentures, Section 9.1) This covenant would not apply to a
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction unless such transactions or change of control were
structured to include a merger or consolidation or sale, lease or conveyance
of all or substantially all of the assets of the Company.

Except as may be described in a Prospectus Supplement applicable to a
particular series of Debt Securities, there are no covenants or other
provisions in the Indentures providing for a put or increased interest or
otherwise that would afford holders of Debt Securities additional protection
in the event of a recapitalization transaction, a change of control of the
Company or a highly leveraged transaction.

If the Company issues Debt Securities to an Issuer Trust, the Company
will agree to pay certain obligations, expenses and taxes of the Issuer
Trust. See also "Description of Capital Securities--Expenses and Taxes."

EVENTS OF DEFAULT

An Event of Default is defined under each Indenture with respect to Debt
Securities of any series issued under such Indenture as being: (a) default in
payment of any principal of the Debt Securities of such series, either at
maturity (or upon any redemption), by declaration or otherwise; (b) default
for 30 days in payment of any interest on any Debt Securities of such series
provided, however, that a valid extension of an interest payment period by
the Company in accordance with the terms of the Debt Securities of any such
series shall not constitute a default in the payment of interest for this
purpose; (c) default for 60 days after written notice in the observance or
performance of any other covenant or agreement in the Debt Securities of such
series or such Indenture other than a covenant included in such Indenture
solely for the benefit of a series of Debt Securities other than such series;
(d) certain events of bankruptcy, insolvency or reorganization; (e) failure
by the Company to make any payment at maturity, including any applicable
grace period, in respect of indebtedness, which term as used in each of the
Indentures means obligations (other than nonrecourse obligations or the Debt
Securities of such series issued under such Indenture) of, or guaranteed or
assumed by, the Company for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments ("Indebtedness") in an amount in excess of
$10,000,000 and continuance of such failure for a period of 30 days after
written notice thereof to the Company by the Trustee, or to the Company and
the Debt Securities Trustee by the holders of not less than 25% in principal
amount of such outstanding Debt Securities (treated as one class) issued
under such Indenture; or (f) default with respect to any Indebtedness, which
default results in the acceleration of Indebtedness in an amount in excess of
$10,000,000 without such Indebtedness having been discharged or such
acceleration having been cured, waived, rescinded or annulled for a period of
30 days after written notice thereof to the Company by the Debt Securities
Trustee, or to the Company and the Debt Securities Trustee by the holders of
not less than 25% in principal amount of such outstanding Debt Securities
(treated as one class) issued under such Indenture; provided, however, that
if any such failure, default or acceleration referred to in clause (e) or
clause (f) above shall cease or be cured, waived, rescinded or annulled, then
the Event of Default by reason thereof shall be deemed likewise to have been
thereupon cured. (Indentures, Section 5.01) Any additions to or modification
of the definition of "Event of Default" with respect to a series of Debt
Securities will be described in the applicable Prospectus Supplement.

Each Indenture provides that (a) if an Event of Default due to the
default in payment of principal of, premium, if any, or interest on, any
series of Debt Securities issued under such Indenture or due to the default
in the performance or breach of any other covenant or warranty of the Company
applicable to the Debt Securities of such series but not applicable to all
outstanding Debt Securities issued under such Indenture shall have occurred
and be continuing, either the Debt Securities Trustee or the holders of not
less than 25% in principal amount of such Debt Securities of each such
affected series (treated as one class) issued under such Indenture and then
outstanding may then declare the principal of all Debt Securities of each
such affected series and interest accrued thereon to be due and payable
immediately; and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in such Indenture
applicable to all outstanding Debt Securities issued under such Indenture and
then outstanding or due to certain events of bankruptcy, insolvency or
reorganization of the Company shall have occurred and be continuing, either
the Debt Securities Trustee or the holders of not less than 25% in principal
amount of all Debt Securities issued under such Indenture and then
outstanding (treated as one class) may declare the principal of all such Debt
Securities and interest accrued thereon to be due and payable immediately,
but upon certain conditions such declarations may be annulled and past
defaults may be waived (except a continuing default in payment of principal
of (or premium, if any) or interest on such Debt Securities) by the holders
of a majority in principal amount of the Debt Securities of all such affected
series then outstanding. (Indentures, Sections 5.01 and 5.10)

Each Indenture contains a provision entitling the Debt Securities
Trustee, subject to the duty of the Debt Securities Trustee during a default
to act with the required standard of care, to be indemnified by the holders
of Debt Securities (treated as one class) issued under such Indenture before
proceeding to exercise any right or power under such Indenture at the request
of such holders. (Indentures, Section 6.02) Subject to such provisions in
each Indenture for the indemnification of the Debt Securities Trustee and
certain other limitations, the holders of a majority in principal amount of
the outstanding Debt Securities (treated as one class) issued under such
Indenture may direct the time, method and place of conducting any proceeding
for any remedy available to the Debt Securities Trustee, or exercising any
trust or power conferred on the Debt Securities Trustee. (Indentures,
Section 5.09)

Each Indenture provides that no holder of Debt Securities issued under
such Indenture may institute any action against the Company under such
Indenture (except actions for payment of overdue principal or interest)
unless such holder previously shall have given to the Debt Securities Trustee
written notice of default and continuance thereof and unless the holders of
not less than 25% in principal amount of the Debt Securities of each affected
series (treated as one class) issued under such Indenture and then
outstanding shall have requested the Debt Securities Trustee to institute
such action and shall have offered the Debt Securities Trustee reasonable
indemnity, the Debt Securities Trustee shall not have instituted such action
within 60 days of such request and the Debt Securities Trustee shall not have
received direction inconsistent with such written request by the holders of a
majority in principal amount of the Debt Securities of each affected series
(treated as one class) issued under such Indenture and then outstanding.
(Indentures, Sections 5.06 and 5.09)

Each Indenture contains a covenant that the Company will file annually
with the Debt Securities Trustee a certificate of no default or a certificate
specifying any default that exists. (Indentures, Section 3.05)

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Company can discharge or defease its obligations under an Indenture
as set forth below. (Indentures, Section 10.01)

Under terms satisfactory to the Debt Securities Trustee, the Company may
discharge certain obligations to holders of any series of Debt Securities
issued under such Indenture which have not already been delivered to the Debt
Securities Trustee for cancellation and which have either become due and
payable or are by their terms due and payable within one year (or scheduled
for redemption within one year) by irrevocably depositing with the Debt
Securities Trustee cash or, in the case of Debt Securities payable only in
U.S. dollars, U.S. Government Obligations (as defined in such Indenture), as
trust funds in an amount certified to be sufficient to pay at maturity (or
upon redemption) the principal of and interest on such Debt Securities.

The Company may also discharge any and all of the obligations to holders
of any series of Debt Securities issued under an Indenture at any time
("defeasance"), but may not thereby avoid any duty to register the transfer
or exchange of such series of Debt Securities, to replace any mutilated,
defaced, destroyed, lost, or stolen Debt Securities of such series or to
maintain an office or agency in respect of such series of Debt Securities.
Under terms satisfactory to the relevant Debt Securities Trustee, the Company
may instead be released with respect to any outstanding series of Debt
Securities issued under the relevant Indenture from the obligations imposed
by Sections 3.06 (in the case of the Senior Debt Indenture) and 9.01 (which
Sections contain the covenants described above limiting liens and
consolidations, mergers, asset sales and leases), and elect not to comply
with such Sections without creating an Event of Default ("covenant
defeasance"). Defeasance or covenant defeasance may be effected only if,
among other things: (i) the Company irrevocably deposits with the relevant
Debt Securities Trustee cash or, in the case of Debt Securities payable only
in U.S. dollars, U.S. Government Obligations, as trust funds in an amount
certified to be sufficient to pay at maturity (or upon redemption) the
principal of and interest on all outstanding Debt Securities of such series
issued under such Indenture; (ii) the Company delivers to the relevant Debt
Securities Trustee an opinion of counsel to the effect that the holders of
such series of Debt Securities will not recognize income, gain or loss for
United States federal income tax purposes as a result of such defeasance or
covenant defeasance and that defeasance or covenant defeasance will not
otherwise alter such holders' United States federal income tax treatment of
principal and interest payments on such series of Debt Securities (in the
case of a defeasance, such opinion must be based on a ruling of the Internal
Revenue Service or a change in United States federal income tax law occurring
after the date of such Indenture, since such a result would not occur under
current tax law); and (iii) in the case of a Subordinated Debt Indenture (a)
no event or condition shall exist that, pursuant to certain provisions
described under "Subordinated Debt" above, would prevent the Company from
making payments of principal of (and premium, if any) and interest on the
Debt Securities issued pursuant to a Subordinated Debt Indenture at the date
of the irrevocable deposit referred to above or at any time during the period
ending on the 91st day after such deposit date and (b) the Company delivers
to the Debt Securities Trustee for such Subordinated Debt Indenture an
opinion of counsel to the effect that (1) the trust funds will not be subject
to any rights of holders of Senior Indebtedness (as defined for purposes of
such Indenture) and (2) after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally, except that if a court were to rule under any such law in any case
or proceeding that the trust funds remained property of the Company, then the
relevant Debt Securities Trustee and the holders of such Debt Securities
would be entitled to certain rights as secured creditors in such trust funds.

MODIFICATION OF THE INDENTURES

Each Indenture provides that the Company and the Debt Securities Trustee
may enter into supplemental indentures without the consent of the holders of
Debt Securities to: (a) secure any Debt Securities, (b) evidence the
assumption by a successor corporation of the obligations of the Company, (c)
add covenants for the protection of the holders of Debt Securities, (d) cure
any ambiguity or correct any inconsistency in such Indenture, (e) establish
the forms or terms of Debt Securities of any series and (f) evidence the
acceptance of appointment by a successor trustee. (Indentures, Section 8.1)

Each Indenture also contains provisions permitting the Company and the
Debt Securities Trustee, with the consent of the holders of not less than a
majority in principal amount of Debt Securities of all series issued under
such Indenture then outstanding and affected (voting as one class), to add
any provisions to, or change in any manner or eliminate any of the provisions
of, such Indenture or modify in any manner the rights of the holders of the
Debt Securities of each series so affected; provided that, except as
described herein or the applicable Prospectus Supplement, the Company and the
Debt Securities Trustee may not, without the consent of the holder of each
outstanding Debt Security affected thereby, (a) extend the stated maturity of
the principal of any Debt Security, or reduce the principal amount thereof or
reduce the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption thereof or change the currency in which the
principal thereof (including any amount in respect of original issue
discount), premium, if any, or interest thereon is payable or reduce the
amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or alter certain provisions of such Indenture relating
to the Debt Securities issued thereunder not denominated in U.S. dollars or
impair the right to institute suit for the enforcement of any payment on any
Debt Security when due or (b) reduce the aforesaid percentage in principal
amount of Debt Securities of any series issued under such Indenture, the
consent of the holders of which is required for any such modification
provided that, if such Debt Securities are owned by an Issuer Trust, none of
the modifications described in clauses (a) and (b) above may be made without
the prior written consent of all the holders of Capital Securities of such
Issuer Trust. (Indentures, Section 8.02)

No Subordinated Debt Indenture may be amended to alter the subordination
of any outstanding Debt Securities issued thereunder without the written
consent of each holder of Senior Indebtedness (as defined therein) then
outstanding that would be adversely affected thereby. (Subordinated Debt
Indentures, Section 8.06)

CONCERNING THE DEBT SECURITIES TRUSTEES

The Chase Manhattan Bank, The First National Bank of Chicago and The
Bank of New York are three of a number of banks with which the Company and
its subsidiaries maintain ordinary banking relationships and with which the
Company and its subsidiaries maintain credit facilities.

GOVERNING LAW

The Debt Securities and the Indentures will be governed by and construed
in accordance with the laws of the State of New York.

DESCRIPTION OF CAPITAL SECURITIES

Each Issuer Trust will issue only one series of Capital Securities and
one series of Common Securities. The Trust Agreement for each Issuer Trust
will be qualified as an indenture under the Trust Indenture Act of 1939 (the
"Trust Indenture Act"). The Capital Securities will have such terms and will
be subject to such conditions as shall be set forth in the Trust Agreement or
made a part thereof by the Trust Indenture Act. This summary of certain
provisions of the Capital Securities and each Trust Agreement does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of each Trust Agreement, including the
definitions therein of certain terms. Wherever particular defined terms of a
Trust Agreement are referred to herein, such defined terms are incorporated
herein by reference. A copy of the form of the Trust Agreement is available
upon request from the Issuer Trustees.

GENERAL

The Capital Securities will represent preferred undivided beneficial
interests in the assets of the applicable Issuer Trust. The only assets of
an Issuer Trust, and its only source of its revenues, will be the Debt
Securities purchased by such Issuer Trust with the proceeds from the issuance
of its Trust Securities. Accordingly, Distributions and other payment dates
for such Trust Securities will correspond with the interest and other payment
dates for such Debt Securities. See "Description of Debt Securities" in this
Prospectus and in the applicable Prospectus Supplement for a description of
such Debt Securities. If the Company does not make payments on such Debt
Securities in accordance with their terms, such Issuer Trust will not have
funds available to pay Distributions or other amounts payable on the Trust
Securities issued by such Issuer Trust in accordance with their terms. The
Capital Securities issued by an Issuer Trust will rank pari passu, and
payments thereon will be made thereon pro rata, with the Common Securities
issued by such Issuer Trust except as described below under "--Subordination
of Common Securities" and in the applicable Prospectus Supplement. Capital
Securities will be fully and unconditionally guaranteed by the Company, to
the extent described herein under "Description of Guarantees" and in the
applicable Prospectus Supplement.

Reference is made to the applicable Prospectus Supplement for the
following terms of and information relating to the Capital Securities offered
hereby and thereby (to the extent such terms are applicable to such Capital
Securities): (i) the specific designation, stated amount per Capital Security
(the "Liquidation Amount"), number to be issued by the applicable Issuer
Trust and purchase price; (ii) the currency or units based on or relating to
currencies in which Distributions and other payments thereon will or may be
payable; (iii) the Distribution rate or rates (or the method by which such
rate or rates will be determined), if any; (iv) the date or dates on which
any such Distributions will be payable; (v) any provisions relating to
deferral of Distribution payments; (vi) the place or places where
Distributions and other amounts payable on such Capital Securities will be
payable; (vii) any repayment, redemption, prepayment or sinking fund
provisions; (viii) the voting rights, if any, of holders of such Capital
Securities; (ix) the terms and conditions, if any, upon which the assets of
such Issuer Trust may be distributed to holders of such Capital Securities;
(x) any applicable United States federal income tax consequences; and (xi)
any other specific terms of such Capital Securities.

DISTRIBUTIONS

Distributions on the Capital Securities will be cumulative.
Distributions will accumulate from the date of original issuance and will be
payable on such dates as specified in the applicable Prospectus Supplement.
The amount of Distributions payable for any period less than a full
Distribution period will be computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period,
unless otherwise specified in the applicable Prospectus Supplement.
Distributions payable for each full Distribution period will be computed by
dividing the rate per annum by four, unless otherwise specified in the
applicable Prospectus Supplement.

SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and other amounts payable under the Capital
Securities and Common Securities issued by an Issuer Trust shall be made pro
rata based on the liquidation amount of such Capital Securities and Common
Securities. However, unless otherwise provided in the applicable Prospectus
Supplement, if on any date on which Distributions or other amounts are
payable with respect to such Capital Securities and Common Securities, an
"Event of Default" with respect to the Debt Securities owned by such Issuer
Trust (a "Debenture Event of Default") has occurred and is continuing as a
result of any failure by the Company to pay any amounts in respect of such
Debt Securities when due, no payment of any Distribution on or other amounts
payable under such Common Securities shall be made unless payment in full in
cash of all accumulated amounts then due and payable with respect to all of
such Issuer Trust's outstanding Capital Securities shall have been made or
provided for, and all funds immediately available to the Property Trustee
shall first be applied to the payment in full in cash of all Distributions
on, and all other amounts with respect to, Capital Securities then due and
payable.

In the case of any Capital Securities Event of Default (as defined
below) resulting from a Debenture Event of Default, the holders of the
applicable Issuer Trust's Common Securities will be deemed to have waived any
right to act with respect to any such Capital Securities Event of Default
under the applicable Trust Agreement until the effects of such Debenture
Event of Default with respect to such Capital Securities have been cured,
waived or otherwise eliminated. See "--Capital Securities Events of Default;
Notice" and "Description of Debt Securities--Events of Default." Until all
such Capital Securities Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will act solely on behalf of the
holders of the Capital Securities and not on behalf of the holders of the
Common Securities, and only the holders of the Capital Securities will have
the right to direct the Property Trustee to act on their behalf.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

The amount payable on Capital Securities in the event of any liquidation
of a Issuer Trust will be the stated amount per Capital Security or such
other amount as specified in the applicable Prospectus Supplement plus
accumulated and unpaid Distributions, which, if specified in the applicable
Prospectus Supplement, may be in the form of a distribution of the Debt
Securities owned by such Issuer Trust.

The holders of all the outstanding Common Securities of an Issuer Trust
will have the right at any time to dissolve such Issuer Trust and, after
satisfaction of liabilities to creditors of such Issuer Trust as provided by
applicable law, cause the Debt Securities owned by such Issuer Trust to be
distributed to the holders of the Capital Securities and Common Securities in
liquidation of such Issuer Trust as described in the applicable Prospectus
Supplement. Other terms for the dissolution of an Issuer Trust and the
distribution or liquidation of its assets to holders of Trust Securities will
be set forth in the applicable Prospectus Supplement.

CAPITAL SECURITIES EVENTS OF DEFAULT; NOTICE

Any one of the following events constitutes an "Event of Default" under
a Trust Agreement (a "Capital Securities Event of Default") with respect to
the Capital Securities issued pursuant thereto (whatever the reason for such
Capital Securities Event of Default and whether it is voluntary or
involuntary or effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(i) the occurrence of an Event of Default with respect to the Debt
Securities in which the proceeds of the Capital Securities have been invested
(see "Description of Debt Securities--Events of Default" and the applicable
Prospectus Supplement); or

(ii) default by the applicable Issuer Trust or the Property Trustee in
the payment of any Distribution on such Capital Securities when it becomes
due and payable, and continuation of such default for a period of 30 days; or

(iii) default by an Issuer Trust or the Property Trustee in the payment
of any redemption price of any Trust Security issued pursuant to such Trust
Agreement when it becomes due and payable; or

(iv) default in the performance, or breach, in any material respect, of
any covenant or warranty of the applicable Issuer Trustees (other than a
covenant or warranty, a default in the performance of which or the breach of
which is dealt with in clause (ii) or (iii) above), and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to such Issuer Trustees and the Company by the
holders of at least 25% in aggregate Liquidation Amount of such Capital
Securities outstanding, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "Notice of
Default" under the applicable Trust Agreement; or

(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee or all or substantially all of its property
if a successor Property Trustee has not been appointed within 90 days
thereof.

Within ten Business Days after the occurrence of any Capital Securities
Event of Default actually known to the Property Trustee, the Property Trustee
will transmit notice of such Event of Default to the holders of the
applicable Trust Securities and the Administrators, unless such Capital
Securities Event of Default has been cured or waived. The Company, as
Depositor, and the Administrators are required to file annually with the
Property Trustee a certificate as to whether or not they are in compliance
with all the conditions and covenants applicable to them under each Trust
Agreement.

If a Debenture Event of Default has occurred and is continuing as a
result of any failure by the Company to pay any amounts in respect of the
Debt Securities owned by an Issuer Trust when due, the Capital Securities
issued by such Issuer Trust will have a preference over the Common Securities
issued by such Issuer Trust with respect to payments of any amounts in
respect of such Capital Securities as described above. See "--Subordination
of Common Securities."

REMOVAL OF ISSUER TRUSTEES; APPOINTMENT OF SUCCESSORS

The holders of at least a majority in aggregate Liquidation Amount of
the outstanding Capital Securities may remove an Issuer Trustee for cause or,
if a Debenture Event of Default has occurred and is continuing, with or
without cause. If an Issuer Trustee is removed by the holders of the
outstanding Capital Securities, the successor may be appointed by the holders
of at least 25% in Liquidation Amount of Capital Securities. If an Issuer
Trustee resigns, such Issuer Trustee will appoint its successor. If an
Issuer Trustee fails to appoint a successor, the holders of at least 25% in
Liquidation Amount of the outstanding Capital Securities may appoint a
successor. If a successor has not been appointed by the holders, any holder
of Capital Securities or Common Securities or another Issuer Trustee may
petition a court in the State of Delaware to appoint a successor. Any
Delaware Trustee must meet the applicable requirements of Delaware law. Any
Property Trustee must be a national- or state-chartered bank, and at the time
of appointment have capital and surplus of at least $50,000,000. No
resignation or removal of an Issuer Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by
the successor trustee in accordance with the provisions of the applicable
Trust Agreement.

MERGER OR CONSOLIDATION OF ISSUER TRUSTEES

Any entity into which an Issuer Trustee may be merged or converted or
with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which such Issuer Trustee is a party, or any
entity succeeding to all or substantially all the corporate trust business of
such Issuer Trustee, will be the successor of such Issuer Trustee under each
Trust Agreement, provided such entity is otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE ISSUER TRUSTS

An Issuer Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any entity, except as described below or as
otherwise set forth in the applicable Trust Agreement. An Issuer Trust may,
at the request of the holders of the Common Securities and with the consent
of the holders of at least a majority in aggregate Liquidation Amount of its
outstanding Capital Securities, merge with or into, consolidate, amalgamate,
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of
any State, so long as (i) such successor entity either (a) expressly assumes
all the obligations of the Issuer Trust with respect to the Issuer Trust's
Capital Securities or (b) substitutes for the Issuer Trust's Capital
Securities other securities having substantially the same terms as the Issuer
Trust's Capital Securities (the "Successor Securities") so long as the
Successor Securities have the same priority as the Issuer Trust's Capital
Securities with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) a trustee of such successor entity, possessing
the same powers and duties as the Property Trustee, is appointed to hold the
corresponding Debt Securities, (iii) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Issuer Trust's Capital Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of
the holders of the Issuer Trust's Capital Securities (including any Successor
Securities) in any material respect, (v) such successor entity has a purpose
substantially identical to that of the Issuer Trust, (vi) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, the Issuer Trust has received an opinion from independent counsel
experienced in such matters to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the holders of
the Issuer Trust's Capital Securities (including any Successor Securities) in
any material respect and (b) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Issuer
Trust nor such successor entity will be required to register as an investment
company under the Investment Company Act, and (vii) the Company or any
permitted successor or assignee owns, directly or indirectly, all the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent
provided by the related Guarantee. Notwithstanding the foregoing, an Issuer
Trust may not, except with the consent of holders of 100% in aggregate
Liquidation Amount of the Issuer Trust's Capital Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to, any other
entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Issuer Trust or the successor
entity to be taxable as a corporation for United States federal income tax
purposes.

VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENTS

Except as provided below and under "--Removal of Issuer Trustees;
Appointment of Successors" and "Description of Guarantees--Amendments and
Assignment" and as otherwise required by law and the applicable Trust
Agreement, the holders of the Capital Securities will have no voting rights.

Each Trust Agreement may be amended from time to time by the holders of
a majority in aggregate Liquidation Amount of the Common Securities and the
Property Trustee, without the consent of the holders of the Capital
Securities, (i) to cure any ambiguity, correct or supplement any provisions
in such Trust Agreement that may be inconsistent with any other provision, or
to make any other provisions with respect to matters or questions arising
under such Trust Agreement, provided that any such amendment does not
adversely affect in any material respect the interests of any holder of Trust
Securities, or (ii) to modify, eliminate or add to any provisions of such
Trust Agreement to such extent as may be necessary to ensure that the Issuer
Trust will not be taxable as a corporation for United States federal income
tax purposes at any time that any Trust Securities are outstanding or to
ensure that the Issuer Trust will not be required to register as an
"investment company" under the Investment Company Act, and any such
amendments of such Trust Agreement will become effective when notice of such
amendment is given to the holders of Trust Securities. Each Trust Agreement
may be amended by the holders of a majority in aggregate Liquidation Amount
of the Common Securities and the Property Trustee with (i) the consent of
holders representing not less than a majority in aggregate Liquidation Amount
of the outstanding Capital Securities and (ii) receipt by the Issuer Trustees
of an opinion of counsel to the effect that such amendment or the exercise of
any power granted to the Issuer Trustees in accordance with such amendment
will not cause the Issuer Trust to be taxable as a corporation for United
States federal income tax purposes or affect the Issuer Trust's exemption
from status as an "investment company" under the Investment Company Act,
except that, without the consent of each holder of Trust Securities affected
thereby, a Trust Agreement may not be amended to (i) change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely
affect the amount of any Distribution required to be made in respect of the
Trust Securities as of a specified date or (ii) restrict the right of a
holder of Trust Securities to institute suit for the enforcement of any such
payment on or after such date.

So long as any Debt Securities are held by an Issuer Trust, the Property
Trustee will not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debt Securities Trustee, or
execute any trust or power conferred on the Property Trustee with respect to
the Debt Securities, (ii) waive any past default that may be waived under
Section 5.10 of such applicable Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal amount of such Debt
Securities shall be due and payable or (iv) consent to any amendment,
modification or termination of the such Indenture or Debt Securities, where
such consent shall be required, without, in each case, obtaining the prior
approval of the holders of at least a majority in aggregate Liquidation
Amount of the outstanding Capital Securities, except that, if a consent under
such Indenture would require the consent of each holder of such Debt
Securities affected thereby, no such consent will be given by the Property
Trustee without the prior consent of each holder of the such Capital
Securities. The Property Trustee may not revoke any action previously
authorized or approved by a vote of the holders of such Capital Securities
except by subsequent vote of the holders of Capital Securities issued by such
Issuer Trust. The Property Trustee will notify each holder of such Capital
Securities of any notice of default with respect to such Debt Securities. In
addition to obtaining the foregoing approvals of the holders of such Capital
Securities, before taking any of the foregoing actions, the Property Trustee
will obtain an opinion of counsel experienced in such matters to the effect
that the Issuer Trust will not be taxable as a corporation for United States
federal income tax purposes on account of such action.

Any required approval of holders of Capital Securities may be given at a
meeting of holders of Capital Securities convened for such purpose or
pursuant to written consent. The Property Trustee will cause a notice of any
meeting at which holders of Capital Securities are entitled to vote, or of
any matter upon which action by written consent of such holders is to be
taken, to be given to each registered holder of Capital Securities in the
manner set forth in each Trust Agreement.

No vote or consent of the holders of Capital Securities will be required
to redeem and cancel Capital Securities in accordance with the applicable
Trust Agreement.

Notwithstanding that holders of Capital Securities are entitled to vote
or consent under any of the circumstances described above, any of the Capital
Securities that are owned by the Company, the Issuer Trustees or any
affiliate of the Company or any Issuer Trustees, will, for purposes of such
vote or consent, be treated as if they were not outstanding.

EXPENSES AND TAXES

In the Debt Securities owned by an Issuer Trust, the Company, as
borrower, will agree to pay all debts and other obligations (other than with
respect to the Capital Securities issued by such Issuer Trust) and all costs
and expenses of such Issuer Trust (including costs and expenses relating to
the organization of such Issuer Trust, the fees and expenses of the Issuer
Trustees for such Issuer Trust and the costs and expenses relating to the
operation of such Issuer Trust) and to pay any and all taxes and all costs
and expenses with respect thereto (other than United States withholding
taxes) to which such Issuer Trust might become subject. The foregoing
obligations of the Company under the Debt Securities owned by an Issuer Trust
are for the benefit of, and shall be enforceable by, any person to whom any
such debts, obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice thereof. Any such Creditor
may enforce such obligations of the Company directly against the Company, and
the Company will irrevocably waive any right or remedy to require that any
such Creditor take any action against such Issuer Trust or any other person
before proceeding against the Company. The Company will also agree in the
Debt Securities owned by an Issuer Trust to execute such additional
agreements as may be necessary or desirable to give full effect to the
foregoing.

PAYMENT AND PAYING AGENCY

The applicable Prospectus Supplement will specify the manner in which
payments in respect of the Capital Securities will be made. The paying agent
(the "Paying Agent") for Capital Securities will initially be the Property
Trustee and any co-paying agent chosen by the Property Trustee and acceptable
to the Administrators. The Paying Agent will be permitted to resign as
Paying Agent upon 30 days' written notice to the Property Trustee and the
Administrators. If the Property Trustee is no longer the Paying Agent, the
Property Trustee will appoint a successor (which must be a bank or trust
company reasonably acceptable to the Administrators) to act as Paying Agent.

REGISTRAR AND TRANSFER AGENT

Unless otherwise specified in the applicable Prospectus Supplement, the
Property Trustee will act as registrar and transfer agent for the Capital
Securities.

Registration of transfers of Capital Securities will be effected without
charge by or on behalf of each Issuer Trust, but upon payment of any tax or
other governmental charges that may be imposed in connection with any
transfer or exchange. The Issuer Trusts will not be required to register or
cause to be registered the transfer of their Capital Securities after such
Capital Securities have been called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, other than during the occurrence and continuance
of a Capital Securities Event of Default, undertakes to perform only such
duties as are specifically set forth in each Trust Agreement and, after such
Capital Securities Event of Default, must exercise the same degree of care
and skill as a prudent person would exercise or use in the conduct of his or
her own affairs. Subject to this provision, the Property Trustee is under no
obligation to exercise any of the powers vested in it by the applicable Trust
Agreement at the request of any holder of Capital Securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby.

For information concerning the relationships between The Bank of New
York, the Property Trustee, and the Company, see "Description of Debt
Securities--Information Concerning the Debt Securities Trustees."

MISCELLANEOUS

The Administrators and the Property Trustee are authorized and directed
to conduct the affairs of and to operate the Issuer Trusts in such a way that
the Issuer Trusts will not be deemed to be an "investment company" required
to be registered under the Investment Company Act or taxable as a corporation
for United States federal income tax purposes and so that the Debt Securities
owned by the Issuer Trusts will be treated as indebtedness of the Company for
United States federal income tax purposes. In this connection, the Property
Trustee and the holders of Common Securities are authorized to take any
action, not inconsistent with applicable law, the certificate of trust of
each Issuer Trust or each Trust Agreement, that the Property Trustee and the
holders of Common Securities determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially
adversely affect the interests of the holders of the related Capital
Securities.

Holders of the Capital Securities have no preemptive or similar rights.

The Issuer Trusts may not borrow money or issue debt or mortgage or
pledge any of their assets.

GOVERNING LAW

Each Trust Agreement will be governed by and construed in accordance
with the laws of the State of Delaware.

GLOBAL SECURITIES

The registered Debt Securities and Capital Securities of any series may
be issued in the form of one or more fully registered global Securities (a
"Registered Global Security") that will be deposited with a depository (a
"Depository") or with a nominee for a Depository identified in the Prospectus
Supplement relating to such series and registered in the name of such
Depository or nominee thereof. In such case, one or more Registered Global
Securities will be issued in a denomination or aggregate denominations equal
to the portion of the aggregate principal or face amount of outstanding
registered Securities of the series to be represented by such Registered
Global Securities. Unless and until it is exchanged in whole for Securities
in definitive registered form, a Registered Global Security may not be
transferred except as a whole by the Depository for such Registered Global
Security to a nominee of such Depository or by a nominee of such Depository
to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor of such Depository or a nominee
of such successor.

The specific terms of the depository arrangement with respect to any
portion of a series of Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to
all depository arrangements.

Ownership of beneficial interests in a Registered Global Security will
be limited to persons that have accounts with the Depository for such
Registered Global Security ("participants") or persons that may hold
interests through participants. Upon the issuance of a Registered Global
Security, the Depository for such Registered Global Security will credit, on
its book-entry registration and transfer system, the participants' accounts
with the respective principal or face amounts of the Securities represented
by such Registered Global Security beneficially owned by such participants.
The accounts to be credited shall be designated by any dealers, underwriters
or agents participating in the distribution of such Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through,
records maintained by the Depository for such Registered Global Security
(with respect to interests of participants) and on the records of
participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Registered Global Securities.

So long as the Depository for a Registered Global Security, or its
nominee, is the registered owner of such Registered Global Security, such
Depository or such nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Registered Global
Security for all purposes under the applicable Indenture or Trust Agreement.
Except as set forth below, owners of beneficial interests in a Registered
Global Security will not be entitled to have the Securities represented by
such Registered Global Security registered their names, will not receive or
be entitled to receive physical delivery of such Securities in definitive
form and will not be considered the owners or holders thereof under the
applicable Indenture or Trust Agreement. Accordingly, each person owning a
beneficial interest in a Registered Global Security must rely on the
procedures of the Depository for such Registered Global Security and, if such
person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder under
the applicable Indenture or Trust Agreement. The Company understands that
under existing industry practices, if it requests any action of holders or if
an owner of a beneficial interest in a Registered Global Security desires to
give or take any action which a holder is entitled to give or take under the
applicable Indenture or Trust Agreement, the Depository for such Registered
Global Security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.

Principal, premium, if any, and interest payments on Debt Securities,
and any payments to holders with respect to Capital Securities, represented
by a Registered Global Security registered in the name of a Depository or its
nominee will be made to such Depository or its nominee, as the case may be,
as the registered owner of such Registered Global Security. None of the
Company, the Debt Securities Trustees, the Issuer Trustees or any other agent
of the Company, agent of the applicable Issuer Trust or agent of any such
Trustees, as the case may be, will have any responsibility or liability for
any aspect of the records relating to or payments made on account of
beneficial ownership interests in such Registered Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

The Company and the Issuer Trusts expect that the Depository for any
Securities represented by a Registered Global Security, upon receipt of any
payment of principal, premium, interest or other distribution of underlying
securities to holders in respect of such Registered Global Security, will
immediately credit participants' accounts in amounts proportionate to their
respective beneficial interests in such Registered Global Security as shown
on the records of such Depository. The Company and the Issuer Trusts also
expect that payments by participants to owners of beneficial interests in
such Registered Global Security held through such participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
participants.

If the Depository for any Securities represented by a Registered Global
Security is at any time unwilling or unable to continue as Depository or
ceases to be a clearing agency registered under the Exchange Act, and a
successor Depository registered as a clearing agency under the Exchange Act
is not appointed by the Company or the applicable Issuer Trust, as the case
may be, within 90 days, the Company or the applicable Issuer Trust, as the
case may be, will issue such Securities in definitive form in exchange for
such Registered Global Security. In addition, the Company or the applicable
Issuer Trust, as the case may be, may at any time and in its sole discretion
determine not to have any of the Securities of a series represented by one or
more Registered Global Securities and, in such event, will issue Securities
of such series in definitive form in exchange for all of the Registered
Global Security or Securities representing such Securities. Any Securities
issued in definitive form in exchange for a Registered Global Security will
be registered in such name or names as the Depository shall instruct the
relevant Trustee or other relevant agent of the Company, the applicable
Issuer Trust or such Trustee. It is expected that such instructions will be
based upon directions received by the Depository from participants with
respect to ownership of beneficial interests in such Registered Global
Security.

The Debt Securities of a series may also be issued in the form of one or
more bearer global Securities (a "Bearer Global Security") that will be
deposited with a common depository for the Euroclear System, currently
operated by Morgan Guaranty Trust Company of New York, Brussels Office, or
its successor as operator of the Euroclear System ("Euroclear") and Cedel
Bank, soci t anonyme or its successor ("Cedel Bank") or with a nominee for
such depository identified in the Prospectus Supplement relating to such
series. The specific terms and procedures, including the specific terms of
the depository arrangement, with respect to any portion of a series of
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.

DESCRIPTION OF GUARANTEES

A Guarantee will be executed and delivered by the Company concurrently
with the issuance by each Issuer Trust of its Capital Securities for the
benefit of the holders from time to time of such Capital Securities. This
summary of certain provisions of the Guarantees does not purport to be
complete and is subject to, and qualified in its entirety by reference to,
all the provisions of each Guarantee, including the definitions therein of
certain terms. A copy of the form of the Guarantee is available upon request
from the Guarantee Trustee. The Guarantee Trustee will hold each Guarantee
for the benefit of the holders of the related Issuer Trust's Capital
Securities.

GENERAL

Pursuant to a Guarantee, the Company will irrevocably and
unconditionally agree to pay in full, to the extent set forth therein, the
Guarantee Payments (as defined below) to the holders of the Capital
Securities covered by such Guarantee, as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer Trust that issued
such Capital Securities may have or assert other than the defense of payment.
The following payments with respect to Capital Securities, to the extent not
paid by or on behalf of the Issuer Trust that issued such Capital Securities
(the "Guarantee Payments"), will be subject to the Guarantee thereon: (i) any
accumulated and unpaid Distributions required to be paid on such Capital
Securities, to the extent that such Issuer Trust has funds on hand available
therefor at such time, if any, (ii) the redemption price with respect to any
Capital Securities called for redemption, including all accumulated and
unpaid Distributions thereon (the "Redemption Price"), to the extent that
such Issuer Trust has funds on hand available therefor at such time, and
(iii) upon a voluntary or involuntary dissolution, winding-up or liquidation
of such Issuer Trust (unless the Debt Securities owned by such Issuer Trust
are distributed to holders of such Capital Securities in accordance with the
terms thereof), the lesser of (a) the aggregate of the Liquidation Amount and
all accumulated and unpaid Distributions to the date of payment, and (b) the
amount of assets of such Issuer Trust remaining available for distribution to
holders of Capital Securities on liquidation of such Issuer Trust. The
Company's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Company to the holders of the Capital
Securities or by causing the applicable Issuer Trust to pay such amounts to
such holders.

Each Guarantee will be an irrevocable guarantee of the related Issuer
Trust's obligations under the Capital Securities covered thereby, but will
apply only to the extent that such Issuer Trust has funds sufficient to make
such payments, and is not a guarantee of collection.

If the Company does not make payments on the Debt Securities owned by an
Issuer Trust, such Issuer Trust will not be able to pay any amounts payable
in respect of its Capital Securities and will not have funds legally
available therefor and, in such event, holders of the Capital Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Each Guarantee will have the same ranking as the Debt Securities owned by the
Issuer Trust that issues the Capital Securities covered thereby. See "--
Status of the Guarantees." No Guarantee will limit the incurrence or
issuance of other secured or unsecured debt of the Company.

STATUS OF THE GUARANTEES

Each Guarantee will constitute an unsecured obligation of the Company
and will rank pari passu in right of payment with the Debt Securities owned
by the Issuer Trust that issues the Capital Securities covered thereby.

Each Guarantee will constitute a guarantee of payment and not of
collection (i.e., the guaranteed party may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee
without first instituting a legal proceeding against any other person or
entity). Each Guarantee will be held by the Guarantee Trustee for the
benefit of the holders of the related Capital Securities. Each Guarantee
will not be discharged except by payment of the Guarantee Payments in full to
the extent not paid by the Issuer Trust or, if applicable, distribution to
the holders of the Capital Securities of the Debt Securities owned by such
Issuer Trust.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes which do not materially adversely
affect the rights of holders of the Capital Securities issued by an Issuer
Trust (in which case no vote will be required), the Guarantee that covers
such Capital Securities may not be amended without the prior approval of the
holders of not less than a majority of the aggregate Liquidation Amount of
the such Capital Securities outstanding. The manner of obtaining any such
approval will be as set forth under "Description of the Capital Securities--
Voting Rights; Amendment of Trust Agreements" and in the applicable
Prospectus Supplement. All guarantees and agreements contained in each
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the holders
of the covered Capital Securities then outstanding.

EVENTS OF DEFAULT

An event of default under each Guarantee will occur upon the failure of
the Company to perform any of its payment obligations thereunder, or to
perform any non-payment obligation if such non-payment default remains
unremedied for 30 days. The holders of not less than a majority in aggregate
Liquidation Amount of the outstanding Capital Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of such Guarantee or to direct
the exercise of any trust or power conferred upon the Guarantee Trustee under
such Guarantee.

Any registered holder of Capital Securities may institute a legal
proceeding directly against the Company to enforce its rights under the
Guarantee thereon without first instituting a legal proceeding against the
Issuer Trust, the Guarantee Trustee or any other person or entity.

The Company, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it under the
Guarantees.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and continuance
of a default by the Company in performance of any Guarantee, undertakes to
perform only such duties as are specifically set forth in the Guarantee and,
after the occurrence of an event of default with respect to the Guarantee,
must exercise the same degree of care and skill as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Guarantee Trustee is under no obligation to exercise any of
the powers vested in it by any Guarantee at the request of any holder of the
Capital Securities covered thereby unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.

For information concerning the relationship between The Bank of New
York, the Guarantee Trustee, and the Company, see "Description of Debt
Securities--Information Concerning the Debt Securities Trustees."

TERMINATION OF THE GUARANTEE

Each Guarantee will terminate and be of no further force and effect upon
full payment of the Redemption Price of the Capital Securities covered
thereby, upon full payment of the amounts payable with respect to such
Capital Securities upon liquidation of the related Issuer Trust or upon
distribution of the Debt Securities owned by such Issuer Trust to the holders
of such Capital Securities. Each Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of such
Capital Securities must repay any sums with respect to such Capital
Securities or such Guarantee.

GOVERNING LAW

Each Guarantee will be governed by and construed in accordance with the
laws of the State of New York.

PLAN OF DISTRIBUTION

The Company may sell Debt Securities and an Issuer Trust may sell the
Capital Securities being offered hereby in three ways: (i) through agents,
(ii) through underwriters and (iii) through dealers. Any such underwriters,
dealers or agents in the United States will include MS & Co. and/or DWR and
any such underwriters, dealers or agents outside the United States will
include MSIL, DWIL or other affiliates of the Company.

Offers to purchase Securities may be solicited by agents designated by
the Company and/or an Issuer Trust, as the case may be, from time to time.
Any such agent, who may be deemed to be an underwriter as that term is
defined in the Securities Act, involved in the offer or sale of the
Securities in respect of which this Prospectus is delivered will be named,
and any commissions payable by the Company to such agent will be set forth,
in the Prospectus Supplement. Any such agent will be acting on a reasonable
efforts basis for the period of its appointment or, if indicated in the
applicable Prospectus Supplement, on a firm commitment basis. Agents may be
entitled under agreements which may be entered into with the Company to
indemnification by the Company and/or an Issuer Trust, as the case may be,
against certain civil liabilities, including liabilities under the Securities
Act, and may be customers of, engage in transactions with or perform services
for the Company and/or an Issuer Trust, as the case may be, in the ordinary
course of business.

If any underwriters are utilized in the sale of the Securities in
respect of which this Prospectus is delivered, the Company and/or an Issuer
Trust, as the case may be, will enter into an underwriting agreement with
such underwriters at the time of sale to them and the names of the
underwriters and the terms of the transaction will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales
of the Securities in respect of which this Prospectus is delivered to the
public. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company and/or an Issuer Trust, as the
case may be, against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with or
perform services for the Company and/or an Issuer Trust, as the case may be,
in the ordinary course of business.

If a dealer is utilized in the sale of the Securities in respect of
which the Prospectus is delivered, the Company and/or an Issuer Trust, as the
case may be, will sell such Securities to the dealer, as principal. The
dealer may then resell such Securities to the public at varying prices to be
determined by such dealer at the time of resale. Dealers may be entitled to
indemnification by the Company and/or an Issuer Trust, as the case may be,
against certain liabilities, including liabilities under the Securities Act,
and may be customers of, engage in transactions with or perform services for
the Company and/or an Issuer Trust, as the case may be, in the ordinary
course of business.

In order to facilitate the offering of the Securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Securities or any other securities the prices of which may be
used to determine payments on such Securities. Specifically, the
underwriters may overallot in connection with the offering, creating a short
position in the Securities for their own accounts. In addition, to cover
overallotments or to stabilize the price of the Securities or of any such
other securities, the underwriters may bid for, and purchase, the Securities
or any such other securities in the open market. Finally, in any offering of
the Securities through a syndicate of underwriters, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a
dealer for distributing the Securities in the offering if the syndicate
repurchases previously distributed Securities in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the
Securities above independent market levels. The underwriters are not
required to engage in these activities, and may end any of these activities
at any time.

Securities may also be offered and sold, if so indicated in the
applicable Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with their terms, by one or more firms, including MS
& Co., MSIL, DWR and DWIL ("remarketing firms"), acting as principals for
their own accounts or as agents for the Company and/or an Issuer Trust, as
the case may be. Any remarketing firm will be identified and the terms of
its agreement, if any, with the Company and/or an Issuer Trust, as the case
may be, and its compensation will be described in the applicable Prospectus
Supplement. Remarketing firms may be entitled under agreements which may be
entered into with the Company and/or an Issuer Trust, as the case may be, to
indemnification by the Company and/or an Issuer Trust, as the case may be,
against certain civil liabilities, including liabilities under the Securities
Act, and may be customers of, engage in transactions with or perform services
for the Company and/or an Issuer Trust, as the case may be, in the ordinary
course of business.

If so indicated in the Prospectus Supplement, the Company and/or an
Issuer Trust, as the case may be, will authorize agents, underwriters or
dealers to solicit offers by certain purchasers to purchase Securities from
the Company at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. Such contracts will be subject
to only those conditions set forth in the Prospectus Supplement, and the
Prospectus Supplement will set forth the commission payable for solicitation
of such offers.

Any underwriter, agent or dealer utilized in the initial offering of
Securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.

MS & Co., MSIL, DWR and DWIL are wholly owned subsidiaries of the
Company. Each initial offering of Securities will be conducted in compliance
with the requirements of Rule 2720 of the National Association of Securities
Dealers, Inc. (the "NASD") regarding a NASD member firm's distributing the
securities of an affiliate. Following the initial distribution of any
Securities, MS & Co., MSIL, DWR, DWIL and other affiliates of the Company may
offer and sell such Securities in the course of their business as
broker-dealers (subject, in the case of any securities listed on a stock
exchange or quoted on an automated quotation system, to obtaining any
necessary approval of the applicable stock exchange or quotation system for
any such offers and sales). MS & Co., MSIL, DWR, DWIL and such other
affiliates may act as principals or agents in such transactions. This
Prospectus may be used by MS & Co., MSIL, DWR, DWIL and such other affiliates
in connection with such transactions. Such sales, if any, will be made at
varying prices related to prevailing market prices at the time of sale or
otherwise. None of MS & Co., MSIL, DWR, DWIL or any such other affiliate is
obligated to make a market in any Securities and may discontinue any
market-making activities at any time without notice.

VALIDITY OF SECURITIES

The validity of the Capital Securities will be passed on for the Issuer
Trusts by Richards, Layton & Finger, P.A. The validity of the Debt
Securities and the Guarantees will be passed upon for the Company by Brown &
Wood LLP. Certain legal matters relating to the Securities will be passed
upon for the Underwriters by Davis Polk & Wardwell. Davis Polk & Wardwell
has in the past represented Morgan Stanley and continues to represent the
Company on a regular basis and in a variety of matters, including in
connection with its merchant banking and leveraged capital activities.

EXPERTS

The supplemental consolidated financial statements and supplemental
financial statement schedule of the Company and subsidiaries, except Morgan
Stanley, as of fiscal year end 1996 and 1995 and for each of the three years
in the period ended fiscal year end 1996 included in the Company's Current
Report on Form 8-K dated May 31, 1997 have been audited by Deloitte & Touche
LLP, independent auditors, as set forth in their report thereon and
incorporated herein by reference. The financial statements and financial
statement schedule of Morgan Stanley (supplementally consolidated with those
of the Company) have been audited by Ernst & Young LLP, independent auditors,
as stated in their reports incorporated herein by reference. Such
supplemental consolidated financial statements and supplemental financial
statement schedule have been incorporated herein by reference in reliance
upon the respective reports given upon the authority of such firms as experts
in accounting and auditing.

The consolidated financial statements of Dean Witter Discover
incorporated by reference and included in Dean Witter Discover's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as set forth in their
reports thereon and incorporated herein by reference. Such consolidated
financial statements have been incorporated herein by reference in reliance
upon such report given upon the authority of such firms as experts in
accounting and auditing.

The consolidated financial statements of Morgan Stanley incorporated by
reference and included in Morgan Stanley's Annual Report on Form 10-K for the
fiscal year ended November 30, 1996 have been audited by Ernst & Young LLP,
independent auditors, as stated in their report thereon and incorporated
herein by reference. Such consolidated financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

With respect to the unaudited interim financial information of the
Company for the periods ended August 31, 1997 and 1996, which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for review of such information.
However, as stated in their report included in the Company's Quarterly Report
on Form 10-Q for the quarter ended August 31, 1997 and incorporated by
reference herein, they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light of the limited
nature of the review procedures applied. Deloitte & Touche LLP are not
subject to the liability provisions of Section 11 of the Securities Act for
their reports on the unaudited interim financial information because these
reports are not "reports" or a "part" of the registration prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the
Securities Act.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting compensation,
are:

Securities and Exchange Commission Registration Fee . . . . . . . . $442,500
NASD filing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,500
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . 250,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 500,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . 175,000
Listing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000
Trustee Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 30,000
Rating Agency Fees and Expenses . . . . . . . . . . . . . . . . . . 55,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,750,000

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Article VIII of the Amended and Restated Certificate of Incorporation of
the Company ("Certificate of Incorporation") and Section 6.07 of the Amended
and Restated By-Laws of the Company ("By-Laws"), each as amended to date,
provide for the indemnification of directors and officers. Under these
provisions, any person who is a director or officer of the Company or a
corporation a majority of the capital stock (other than directors' qualifying
shares) of which is owned directly or indirectly by the Company (a
"Subsidiary") shall be indemnified by the Company to the fullest extent
permitted by applicable law. The Company's Certificate of Incorporation and
By-Laws also provide that the Company may, by action of the Board of
Directors, provide indemnification to any person who is or was an employee or
agent (other than a director or officer) of the Company or a Subsidiary and
to any person serving as a director, officer, partner, member, employee or
agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise at the request of the Company or a
Subsidiary, to the same scope and effect as the foregoing indemnification of
directors and officers of the Company.

The right to indemnification under the By-Laws includes the right to be
paid the expenses incurred in connection with any proceeding in advance of
its final disposition upon receipt (unless the Company upon authorization of
the Board of Directors waives said requirement to the extent permitted by
applicable law) of an undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company.

Under the By-Laws, the Company has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, partner,
member, employee or agent of the Company or a Subsidiary, or of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, against any expense, liability or loss whether or not the
Company or a Subsidiary have the power to indemnify him against such expense,
liability or loss under the provisions of applicable law.

The Company has in effect insurance policies in the amount of $75
million for general officers' and directors' liability insurance and $25
million for fiduciary liability insurance covering all of the Company's
directors and officers in certain instances where by law they may not be
indemnified by the Company.

The form of Underwriting Agreements filed as Exhibit 1 hereto, and
incorporated herein by reference, contains certain provisions relating to the
indemnification of the Company's directors, officers and controlling persons.

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

1 Form of Underwriting Agreements for Debt Securities and Capital
Securities.
4-a Amended and Restated Certificate of Incorporation of the Company
(previously filed as an exhibit to the Company's Current Report on Form
8-K dated May 31, 1997 and incorporated herein by reference).
4-b Certificate of Trust of MSDW Capital Trust I.
4-c Certificate of Trust of MSDW Capital Trust II.
4-d Certificate of Trust of MSDW Capital Trust III.
4-e Certificate of Trust of MSDW Capital Trust IV.
4-f Certificate of Trust of MSDW Capital Trust V.
4-g Trust Agreement of MSDW Capital Trust I.
4-h Trust Agreement of MSDW Capital Trust II.
4-i Trust Agreement of MSDW Capital Trust III.
4-j Trust Agreement of MSDW Capital Trust IV.
4-k Trust Agreement of MSDW Capital Trust V.
4-l Form of Amended and Restated Trust Agreement to be used in connection
with the issuance of the Capital Securities.
4-m Senior Indenture dated as of April 15, 1989 between Morgan Stanley and
The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee
(previously filed as an exhibit to Morgan Stanley's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993 and incorporated
herein by this reference).
4-n First Supplemental Senior Indenture, dated as of May 15, 1991, to the
Senior Indenture dated as of April 15, 1989, between Morgan Stanley and
The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee
(previously filed as an exhibit to Morgan Stanley's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993 and incorporated
herein by this reference).
4-o Second Supplemental Senior Indenture, dated as of April 15, 1996 between
Morgan Stanley and The Chase Manhattan Bank (formerly known as Chemical
Bank), Trustee (previously filed as an exhibit to Morgan Stanley's
Current Report on Form 8-K dated May 6, 1989 and incorporated herein by
this reference).
4-p Third Supplemental Senior Indenture, dated as of June 1, 1997, to the
Senior Indenture dated as of April 15, 1989 between the Company and The
Chase Manhattan Bank, trustee (previously filed as an exhibit to Morgan
Stanley, Dean Witter, Discover & Co.'s Registration Statement on Form S-
3, Registration No. 33-27919).
4-q Subordinated Indenture dated as of April 15, 1989, between Morgan
Stanley and The First National Bank of Chicago, Trustee (previously
filed as an exhibit to Morgan Stanley's Annual Report on Form 10-K dated
for the fiscal year ended January 31, 1993 and incorporated herein by
this reference).
4-r First Supplemental Subordinated Indenture, dated as of May 15, 1991, to
the Subordinated Indenture dated as of April 15, 1989, between Morgan
Stanley and The First National Bank of Chicago, Trustee (previously
filed as an exhibit to Morgan Stanley's Annual Report on Form 10-K for
the fiscal year ended January 31, 1993 and incorporated herein by this
reference).
4-s Second Supplemental Subordinated Indenture, dated as of April 15, 1996,
to the Subordinated Indenture dated as of April 15, 1989 between Morgan
Stanley and The First National Bank of Chicago, (previously filed as an
exhibit to Morgan Stanley's Current Report on Form 8-K dated May 6, 1996
and incorporated herein by this reference).
4-t Third Supplemental Subordinated Indenture, dated as of June 1, 1997, to
the Subordinated Indenture dated as of April 15, 1989 between the
Company and The First National Bank of Chicago, Trustee (previously
filed as an exhibit to Morgan Stanley, Dean Witter, Discover & Co.'s
Registration Statement on Form S-3, Registration No. 33-27919).
4-u Form of Junior Subordinated Indenture between the Company and The Bank
of New York, Trustee to be used in connection with the issuance of the
Junior Subordinated Debentures and the Capital Securities.
4-v Form of Capital Security (included in Exhibit 4-l).
4-w Form of Junior Subordinated Debenture.
4-x Form of Capital Securities Guarantee.
5-a Opinion of Brown & Wood LLP.
5-b Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust I.
5-c Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust II.
5-d Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust III.
5-e Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust IV.
5-f Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust V.
8 Tax Opinion of Brown & Wood LLP.
12 Computation of Consolidated Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
15-a Letter of Awareness from Deloitte & Touche LLP concerning Unaudited
Financial Information.
15-b Letter of Awareness from Ernst & Young LLP concerning Unaudited
Financial Information.
23-a Consent of Deloitte & Touche LLP.
23-b Consent of Ernst & Young LLP.
23-c Consent of Brown & Wood LLP (included in Exhibit 5-a).
23-d Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5-c to
5-g).
24-a Powers of Attorney for the Company (included on the Signature Pages).
24-b Powers of Attorney for the Company, as sponsor, to sign the Registration
Statement on behalf of MSDW Capital Trust I, MSDW Capital Trust II, MSDW
Capital Trust III, MSDW Capital Trust IV, and MSDW Capital Trust
V(included in Exhibits 4-g, 4-h, 4-i, 4-j and 4-k).
25-a Statement of Eligibility of The Chase Manhattan Bank, Trustee under the
Senior Debt Indenture (previously filed as an exhibit to Morgan Stanley,
Dean Witter, Discover & Co.'s Registration Statement on Form S-3,
Registration No. 333-27919).
25-b Statement of Eligibility of The First National Bank of Chicago, Trustee
under the Senior Subordinated Debt Indenture (previously filed as an
exhibit to Morgan Stanley, Dean Witter, Discover & Co.'s Registration
Statement on Form S-3, Registration No. 333-27919).
25-c Statement of Eligibility of The Bank of New York, Trustee under the
Junior Subordinated Debt Indenture.
25-d Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust I.
25-e Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust II.
25-f Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust III.
25-g Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust IV.
25-h Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust V.
25-i Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust I.
25-j Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust II.
25-k Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust III.
25-l Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust IV.
25-m Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust V.
27 Financial Data Schedule

ITEM 17. UNDERTAKINGS.

a. The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement
(notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation
or Registration Fee" table in the effective registration statement); and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however,that (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
items is contained in periodic reports filed with the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

b. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing provisions,
or otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in said Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by a registrant of expenses incurred or paid by a director,
officer or controlling person of such registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, such
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

d. The undersigned registrants hereby undertake to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required
by the underwriters to permit prompt delivery to each purchaser.

e. The undersigned registrants hereby undertake that;

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on this 12th day of
February, 1998.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

By: /s/ Philip J. Purcell
--------------------------------
Name: Philip J. Purcell
Title: Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Christine A. Edwards, Robert G.
Scott, Ronald T. Carman, Ralph L. Pellecchio, William J. O'Shaughnessy and
Martin M. Cohen and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to this
Registration Statement (any of which amendments may make such changes and
additions to this Registration Statement as such attorneys-in-fact may deem
necessary or appropriate) and to file the same, with all exhibits thereto,
and any other documents that may be required in connection therewith,
granting unto said attorneys-in-fact and agents full power and authority to
be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENT OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 12TH DAY OF FEBRUARY 1998.

SIGNATURE TITLE
--------- -----

/s/ Philip J. Purcell
- -----------------------------
Philip J. Purcell Chairman of the Board, Chief Executive
Officer and Director

/s/ John J. Mack
- -----------------------------
John J. Mack President, Chief Operating
Officer and Director

/s/ Thomas C. Schneider
- -----------------------------
Thomas C. Schneider Executive Vice President, Chief Strategic
and Administrative Officer and Director

- -----------------------------
Richard B. Fisher Chairman of Executive Committee of Board
of Director and Director

/s/ Robert G. Scott
- -----------------------------
Robert G. Scott Executive Vice President and Chief
Financial Officer

/s/ Eileen K. Murray
- -----------------------------
Eileen K. Murray Controller (Principal Accounting Officer)

/s/ Robert P. Bauman
- -----------------------------
Robert P. Bauman Director

/s/ Edward A. Brennan
- -----------------------------
Edward A. Brennan Director

/s/ Diana D. Brooks
- -----------------------------
Diana D. Brooks Director

/s/ Daniel B. Burke
- -----------------------------
Daniel B. Burke Director

/s/ C. Robert Kidder
- -----------------------------
C. Robert Kidder Director

/s/ Miles L. Marsh
- ----------------------------
Miles L. Marsh Director

/s/ Michael A. Miles
- --------------------------
Michael A. Miles Director

/s/ Allen E. Murray
- --------------------------
Allen E. Murray Director

/s/ Clarence B. Rogers, Jr.
- -------------------------------
Clarence B. Rogers, Jr. Director

- -------------------------------
Laura D'Andrea Tyson Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, MSDW Capital
Trust I, MSDW Capital Trust II, MSDW Capital Trust III, MSDW Capital Trust IV
and MSDW Capital Trust V each certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York
this 12th day of February, 1998.

MSDW CAPITAL TRUST I

by Morgan Stanley,
Dean Witter,
Discover & Co.

by /s/ Alexander C. Frank
--------------------------------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

MSDW CAPITAL TRUST II

by Morgan Stanley,
Dean Witter,
Discover & Co.

by /s/ Alexander C. Frank
-------------------------------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

MSDW CAPITAL TRUST III

by Morgan Stanley,
Dean Witter,
Discover & Co.

by /s/ Alexander C. Frank
------------------------------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

MSDW CAPITAL TRUST IV

by Morgan Stanley,
Dean Witter,
Discover & Co.

by /s/ Alexander C. Frank
------------------------------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

MSDW CAPITAL TRUST V

by Morgan Stanley,

Dean Witter,
Discover & Co.

by /s/ Alexander C. Frank
-----------------------------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

1 Form of Underwriting Agreements for Debt Securities and Capital
Securities.
4-a Amended and Restated Certificate of Incorporation of the Company
(previously filed as an exhibit to the Company's Current Report on Form
8-K dated May 31, 1997 and incorporated herein by reference).
4-b Certificate of Trust of MSDW Capital Trust I.
4-c Certificate of Trust of MSDW Capital Trust II.
4-d Certificate of Trust of MSDW Capital Trust III.
4-e Certificate of Trust of MSDW Capital Trust IV.
4-f Certificate of Trust of MSDW Capital Trust V.
4-g Trust Agreement of MSDW Capital Trust I.
4-h Trust Agreement of MSDW Capital Trust II.
4-i Trust Agreement of MSDW Capital Trust III.
4-j Trust Agreement of MSDW Capital Trust IV.
4-k Trust Agreement of MSDW Capital Trust V.
4-l Form of Amended and Restated Trust Agreement to be used in connection
with the issuance of the Capital Securities.
4-m Senior Indenture dated as of April 15, 1989 between Morgan Stanley and
The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee
(previously filed as an exhibit to Morgan Stanley's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993 and incorporated
herein by this reference).
4-n First Supplemental Senior Indenture, dated as of May 15, 1991, to the
Senior Indenture dated as of April 15, 1989, between Morgan Stanley and
The Chase Manhattan Bank (formerly known as Chemical Bank), Trustee
(previously filed as an exhibit to Morgan Stanley's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993 and incorporated
herein by this reference).
4-o Second Supplemental Senior Indenture, dated as of April 15, 1996 between
Morgan Stanley and The Chase Manhattan Bank (formerly known as Chemical
Bank), Trustee (previously filed as an exhibit to Morgan Stanley's
Current Report on Form 8-K dated May 6, 1989 and incorporated herein by
this reference).
4-p Third Supplemental Senior Indenture, dated as of June 1, 1997, to the
Senior Indenture dated as of April 15, 1989 between the Company and The
Chase Manhattan Bank, trustee (previously filed as an exhibit to Morgan
Stanley, Dean Witter, Discover & Co.'s Registration Statement on Form S-
3, Registration No. 333-27919).
4-q Subordinated Indenture dated as of April 15, 1989, between Morgan
Stanley and The First National Bank of Chicago, Trustee (previously
filed as an exhibit to Morgan Stanley's Annual Report on Form 10-K dated
for the fiscal year ended January 31, 1993 and incorporated herein by
this reference).
4-r First Supplemental Subordinated Indenture, dated as of May 15, 1991, to
the Subordinated Indenture dated as of April 15, 1989, between Morgan
Stanley and The First National Bank of Chicago, Trustee (previously
filed as an exhibit to Morgan Stanley's Annual Report on Form 10-K for
the fiscal year ended January 31, 1993 and incorporated herein by this
reference).
4-s Second Supplemental Subordinated Indenture, dated as of April 15, 1996,
to the Subordinated Indenture dated as of April 15, 1989 between Morgan
Stanley and The First National Bank of Chicago, (previously filed as an
exhibit to Morgan Stanley's Current Report on Form 8-K dated May 6, 1996
and incorporated herein by this reference).
4-t Third Supplemental Subordinated Indenture, dated as of June 1, 1997, to
the Subordinated Indenture dated as of April 15, 1989 between the
Company and The First National Bank of Chicago, Trustee (previously
filed as an exhibit to Morgan Stanley, Dean Witter, Discover & Co.'s
Registration Statement on Form S-3, Registration No. 333-27919).
4-u Form of Junior Subordinated Indenture between the Company and The Bank
of New York, Trustee to be used in connection with the issuance of the
Junior Subordinated Debentures and the Capital Securities.
4-v Form of Capital Security (included in Exhibit 4-l).
4-w Form of Junior Subordinated Debenture.
4-x Form of Capital Securities Guarantee.
5-a Opinion of Brown & Wood LLP.
5-b Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust I.
5-c Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust II.
5-d Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust III.
5-e Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust IV.
5-f Opinion of Richards, Layton & Finger, P.A. with respect to MSDW Capital
Trust V.
8 Tax Opinion of Brown & Wood LLP.
12 Computation of Consolidated Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
15-a Letter of Awareness from Deloitte & Touche LLP concerning Unaudited
Financial Information.
15-b Letter of Awareness from Ernst & Young LLP concerning Unaudited
Financial Information.
23-a Consent of Deloitte & Touche LLP.
23-b Consent of Ernst & Young LLP.
23-c Consent of Brown & Wood LLP (included in Exhibit 5-a).
23-d Consents of Richards, Layton & Finger, P.A. (included in Exhibits t-c to
5-g).
24-a Powers of Attorney for the Company (included on the Signature Pages).
24-b Powers of Attorney for the Company, as sponsor, to sign the Registration
Statement on behalf of MSDW Capital Trust I, MSDW Capital Trust II, MSDW
Capital Trust III, MSDW Capital Trust IV, and MSDW Capital Trust V
(included in Exhibits 4-g, 4-h, 4-i, 4-j and 4-k).
25-a Statement of Eligibility of The Chase Manhattan Bank, Trustee under the
Senior Debt Indenture (previously filed as an exhibit to Morgan Stanley,
Dean Witter, Discover & Co.'s Registration Statement on Form S-3,
Registration No. 333-27919).
25-b Statement of Eligibility of The First National Bank of Chicago, Trustee
under the Senior Subordinated Debt Indenture (previously filed as an
exhibit to Morgan Stanley, Dean Witter, Discover & Co.'s Registration
Statement on Form S-3, Registration No. 333-27919).
25-c Statement of Eligibility of The Bank of New York, Trustee under the
Junior Subordinated Debt Indenture.
25-d Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust I.
25-e Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust II.
25-f Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust III.
25-g Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust IV.
25-h Statement of Eligibility of The Bank of New York, Trustee under the
Amended and Restated Trust Agreement of MSDW Capital Trust V.
25-i Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust I.
25-j Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust II.
25-k Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust III.
25-l Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust IV.
25-m Statement of Eligibility of The Bank of New York, Trustee under the
Capital Securities Guarantee of Morgan Stanley, Dean Witter, Discover &
Co. with respect to the Capital Securities of MSDW Capital Trust V.
27 Financial Data Schedule

Exhibit 1

UNDERWRITING AGREEMENT
(Capital Securities)

__________, 199_

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
1585 Broadway
New York, New York 10036

Dear Sirs:

We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
MSDW Capital Trust ( ) (the "Issuer Trust"), a statutory business trust
created under the Delaware Business Trust Act, proposes to issue and sell
(number and title of capital securities) Capital Securities (the "Firm
Capital Securities"). (The Issuer Trust also proposes to issue and sell to
the several Underwriters not more than an additional ( )
Capital Securities (the "Additional Capital Securities") if and to the extent
that we, as Manager of the offering, shall have determined to exercise, on
behalf of the Underwriters, the right to purchase such Additional Capital
Securities granted to the Underwriters herein.) The Firm Capital Securities
(and the Additional Capital Securities) are hereinafter collectively referred
to as the "Offered Capital Securities."

It is understood that substantially contemporaneously with the closing
of the sale of the Offered Capital Securities to the Underwriters
contemplated hereby, (i) the Issuer Trust, its trustees (the "Issuer
Trustees"), its administrators (the "Administrators") and Morgan Stanley,
Dean Witter, Discover & Co. (the "Company") shall enter into an Amended and
Restated Trust Agreement in substantially the form of the Form of the Amended
and Restated Trust Agreement attached as Exhibit 4-l to the Registration
Statement referred to below (the "Trust Agreement"), pursuant to which the
Issuer Trust shall (x) issue and sell the Offered Capital Securities to the
Underwriters pursuant hereto and (y) issue shares of its Common Securities
(the "Common Securities" and, together with the Offered Capital Securities,
the "Trust Securities") to the Company, in each case with such rights and
obligations as shall be set forth in such Trust Agreement, (ii) the Company
and The Bank of New York, as Trustee, acting pursuant to a Junior
Subordinated Debt Indenture dated as of ( ), 1998 shall provide for the
issuance of $ principal amount of the Company's % Junior Subordinated
Deferrable Interest Debentures due (the "Junior Subordinated Debentures"),
(iii) the Company shall sell such Junior Subordinated Debentures to the
Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated
Debentures with proceeds of the sale of the Offered Capital Securities to the
Underwriters contemplated hereby and of the Common Securities to the Company
and (iv) the Company and The Bank of New York, as Guarantee Trustee, shall
enter into a Guarantee Agreement in substantially the form of the Form of the
Guarantee Agreement attached as Exhibit 4-x of the Registration Statement
referred to below (the "Guarantee") for the benefit of holders from time to
time of the Offered Capital Securities.

Subject to the terms and conditions set forth or incorporated by
reference herein, the Issuer Trust hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the aggregate number of Firm
Capital Securities set forth below opposite their names at a purchase price
of $ per Firm Capital Security, (the "Purchase Price"), provided, that the
Company shall pay to the Underwriters' compensation equal to $ per Firm
Capital Security:

Number of
Firm Capital Securities
Underwriter To Be Purchased

(Dean Witter Reynolds Inc.)
(Morgan Stanley & Co. Incorporated)
(Insert syndicate list)

___________________

Total...... =================

(Subject to the terms and conditions set forth or incorporated by reference
herein, the Issuer Trust hereby agrees to sell to the Underwriters the
Additional Capital Securities and the Underwriters shall have a one-time
right to purchase, severally and not jointly, up to ( )
Additional Capital Securities at the Purchase Price plus accrued dividends,
if any, from ( ) to the date of payment and delivery,
provided, that the Company shall pay to the Underwriters' compensation equal
to $ per Additional Capital Security. Additional Capital Securities may be
purchased as provided herein solely for the purpose of covering over-
allotments made in connection with the offering of the Firm Capital
Securities. If any Additional Capital Shares are to be purchased, each
Underwriter agrees, severally and not jointly, to purchase the number of
Additional Capital Securities (subject to such adjustments to eliminate
fractional Additional Capital Securities as you may determine) that bears the
same proportion to the total number of Additional Capital Securities to be
purchased as the number of Firm Capital Securities set forth above opposite
the name of such Underwriter bears to the total number of Firm Capital
Securities.)

The Underwriters will pay for the Firm Capital Securities upon delivery
thereof at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New
York, New York at 10:00 a.m. (New York time) on , 199_, or at such other
time, not later than 5:00 p.m. (New York time) on , 199_, as shall be
designated by us. The time and date of such payment and delivery are
hereinafter referred to as the Closing Date.

(Payment for any Additional Capital Securities shall be made to the
Issuer Trust in immediately available funds at the offices referred to above
on such date (which may be the same as the Closing Date but shall in no event
be earlier than the Closing Date nor later than ten business days after the
giving of the notice hereinafter referred to) shall be designated in a
written notice from us to the Company of our determination, on behalf of the
Underwriters, to purchase a number, specified in said notice, of Additional
Capital Securities, or on such other date, in any event not later than (
), as shall be designated in writing by us. The time
and date of such payment are hereinafter referred to as the "Option Closing
Date." The notice of the determination to exercise the option to purchase
Additional Capital Securities and of the Option Closing Date may be given at
any time within 30 days after the date of this Agreement.

The several obligations of the Underwriters to purchase Additional
Capital Securities hereunder are subject to the delivery to us on the Option
Closing Date of such documents as we may reasonably request with respect to
the good standing of the Company, the due authorization and issuance of
Additional Capital Securities and other matters related to the issuance of
the Additional Capital Securities.)

The Offered Securities shall have the terms set forth in the Prospectus
dated , 1998, and the Prospectus Supplement dated , 199_,
including the following:

Terms of Offered Capital Securities

Designation of the Series of Capital Securities:

Issuer of Offered Capital Securities: MSDW Capital Trust ( )

Aggregate Number of Capital Securities:

Price to Public:

Purchase Price:

Underwriters' Compensation per Capital Security:

Closing Date:

Form:

Other Terms:

Capitalized terms used above and not defined herein shall have the
meanings set forth in the Prospectus and Prospectus Supplement referred to
above.

Except as set forth below, all provisions contained in the document
entitled Underwriting Agreement Standard Provisions dated ( ), 1998 relating
to the Debt Securities of Morgan Stanley, Dean Witter, Discover & Co. and the
Capital Securities of MSDW Capital Trust I, MSDW Capital Trust II, MSDW
Capital Trust III, MSDW Capital Trust IV and MSDW Capital Trust V (fully and
unconditionally guaranteed to the extent described therin by Morgan Stanley,
Dean Witter, Discover & Co. (the "Standard Provisions"), a copy of which is
attached hereto, are herein incorporated by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein, except that (i) if any term
defined in such document is otherwise defined herein, the definition set
forth herein shall control, (ii) all references in such document to a type of
security that is not an Offered Capital Security or a related Junior
Subordinated Debenture shall not be deemed to be a part of this Agreement and
(iii) all references in such document to a type of agreement that has not
been entered into in connection with the transactions contemplated hereby
shall not be deemed to be a part of this Agreement.

Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.

Very truly yours,

(DEAN WITTER REYNOLDS INC.)

(MORGAN STANLEY & CO.
INCORPORATED)

(Name of Other Lead Managers)

On behalf of themselves and the other Underwriters
named herein

By MORGAN STANLEY & CO.
INCORPORATED

By:
Name:
Title:

Accepted:

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

By:
Name:
Title:

MSDW CAPITAL TRUST ( )
By: Morgan Stanley, Dean Witter,
Discover & Co., as Depositor

By:
Name:
Title:

UNDERWRITING AGREEMENT
(Debt Securities)

_____________, 199_

Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036

Dear Sirs:

We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
Morgan Stanley, Dean Witter, Discover & Co., a Delaware corporation (the
"Company"), proposes to issue and sell $ aggregate principal amount of
(the "Offered Debt Securities").

Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the aggregate principal amount
of the Offered Debt Securities set forth below opposite their names at a
purchase price of , plus accrued interest, if any, from to
the date of payment and delivery (the "Purchase Price").

Number of
Offered Debt Securities
Underwriter To Be Purchased

(Dean Witter Reynolds Inc.)
(Morgan Stanley & Co. Incorporated)
(Insert syndicate list)

___________________

Total...... =================

The Underwriters will pay for the Offered Debt Securities upon delivery
thereof at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New
York, New York at 10:00 a.m. (New York time) on , 199_, or at such other
time, not later than 5:00 p.m. (New York time) on , 199_, as shall be
designated by us. The time and date of such payment and delivery are
hereinafter referred to as the Closing Date.

The Offered Debt Securities shall be issued pursuant to the (Senior)
(Junior) (Subordinated) Indenture and shall have the terms set forth in the
Prospectus dated , 1998, and the Prospectus Supplement dated , 199_,
including the following:

Terms of Offered Securities

Maturity Date:

Interest Rate:

Redemption Provisions:

Interest Payment Dates: _________________,
commencing ____________ (Interest accrues from ____________)

Form and Denomination:

Ranking:

Other Terms:

Capitalized terms used above and not defined herein shall have the
meanings set forth in the Prospectus and Prospectus Supplement referred to
above.

Except as set forth below, all provisions contained in the document
entitled Underwriting Agreement Standard Provisions dated , 1998 relating to
the Debt Securities of Morgan Stanley, Dean Witter, Discover & Co. and the
Capital Securities of MSDW Capital Trust I, MSDW Capital Trust II, MSDW
Capital Trust III, MSDW Capital Trust IV and MSDW Capital Trust V (fully and
unconditionally guaranteed to the extent described therein by Morgan Stanley,
Dean Witter, Discover & Co.(the "Standard Provisions"), a copy of which is
attached hereto, are herein incorporated by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein, except that (i) if any term
defined in such document is otherwise defined herein, the definition set
forth herein shall control, (ii) all references in such document to a type of
security that is not an Offered Debt Security shall not be deemed to be a
part of this Agreement and (iii) all references in such document to a type of
agreement that has not been entered into in connection with the transactions
contemplated hereby shall not be deemed to be a part of this Agreement.

Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.

Very truly yours,

(DEAN WITTER REYNOLDS INC.)

(MORGAN STANLEY & CO.
INCORPORATED)

(Name of Other Lead Managers)

On behalf of themselves and the other Underwriters named
herein

By MORGAN STANLEY & CO.
INCORPORATED

By:
Name:
Title:

Accepted:

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

By:
Name:
Title:

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
DEBT SECURITIES

MSDW CAPITAL TRUST I
MSDW CAPITAL TRUST II
MSDW CAPITAL TRUST III
MSDW CAPITAL TRUST IV
MSDW CAPITAL TRUST V

CAPITAL SECURITIES
(Fully and unconditionally guaranteed, to the extent described herein, by
Morgan Stanley, Dean Witter, Discover & Co.)

UNDERWRITING AGREEMENT

STANDARD PROVISIONS

, 1998

From time to time, Morgan Stanley, Dean Witter, Discover & Co., a
Delaware corporation (the "Company"), may, either itself or together with any
one of MSDW Capital Trust I, MSDW Capital Trust II, MSDW Capital Trust III,
MSDW Capital Trust IV or MSDW Capital Trust V (each an "Issuer Trust," and
collectively the "Issuer Trusts"), enter into one or more underwriting
agreements that provide for the sale of designated securities to the several
underwriters named therein. The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the
provisions incorporated therein by reference, is herein referred to as this
Agreement. Terms defined in the Underwriting Agreement are used herein as
therein defined.

The Company proposes from time to time (a) to issue its debt securities
(the "Debt Securities") or (b) to cause one or more of the Issuer Trusts to
issue its capital securities ("Capital Securities") guaranteed by the Company
to the extent described in the Prospectus (as defined below) with respect to
distributions and amounts payable upon liquidation or redemption pursuant to
a Capital Securities Guarantee Agreement to be dated as of a date specified
in the Underwriting Agreement executed and delivered by the Company and The
Bank of New York, as trustee (the "Guarantee Trustee"), for the benefit of
the holders from time to time of the Capital Securities (the "Guarantee").

If the Company proposes to issue Capital Securities, the specified
Issuer Trust will use the proceeds from the sale of the Capital Securities
and the sale of Common Securities (as defined below) to purchase from the
Company an aggregate principal amount of its Junior Subordinated Deferrable
Interest Debentures (the "Junior Subordinated Debentures") equal to the
aggregate liquidation amount of the Capital Securities and Common Securities
issued by such Issuer Trust. The Junior Subordinated Debentures will be
issued under a Junior Subordinated Indenture to be dated as of ,
1998 between the Company and The Bank of New York, as trustee (the "Debt
Securities Trustee") (as amended and supplemented from time to time the
"Junior Subordinated Debt Indenture"). With respect to any issuance of
Capital Securities by an Issuer Trustee, the Company will also be the holder
of one hundred percent of the common securities representing undivided
beneficial interests in the assets of the specified Issuer Trust (the "Common
Securities" and together with the Capital Securities, the "Trust
Securities"). Each Issuer Trust will have been created under Delaware law
pursuant to the filing of a Certificate of Trust (each, a "Certificate of
Trust") with the Secretary of State of the State of Delaware, and will be
governed by an Amended and Restated Trust Agreement (each, a "Trust
Agreement") among the Company, as depositor, The Bank of New York, as
Property Trustee (the "Property Trustee"), The Bank of New York (Delaware),
as Delaware Trustee (the "Delaware Trustee") (collectively, the "Issuer
Trustees"), and two individuals who will be selected by the holders of the
Common Securities and the holders from time to time of the Trust Securities.
The Company, as holder of the Common Securities of each Issuer Trust, has
appointed the Issuer Trustees and two individuals who are employees or
officers of or affiliated with the Company to act as administrators with
respect to the Issuer Trust (the "Administrators"). The Bank of New York, as
Property Trustee, will act as Indenture Trustee for the purposes of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").

If the Company proposes to issue Debt Securities, such Debt Securities
will be issued pursuant to one of the following indentures: (i) the Senior
Debt Indenture dated as of April 15, 1989, as supplemented by a First
Supplemental Senior Indenture dated as of May 15, 1991, a Second Supplemental
Senior Indenture dated as of April 15, 1996 and a Third Supplemental Senior
Indenture dated as of June 1, 1997 (as so supplemented, the "Senior Debt
Indenture"), (ii) the Subordinated Debt Indenture dated as of April 15, 1989,
as supplemented by a First Supplemental Subordinated Indenture dated as of
May 15, 1991, a Second Supplemental Subordinated Indenture dated as of April
15, 1996 and a Third Supplemental Subordinated Indenture dated as of June 1,
1997 (as so supplemented, the "Senior Subordinated Debt Indenture") or (iii)
the Junior Subordinated Debt Indenture.

The Company and the Issuer Trusts have filed with the Securities and
Exchange Commission (the "Commission") a registration statement including a
prospectus relating to the Debt Securities, the Capital Securities and the
Guarantee (collectively, the "Securities") and has filed with, or transmitted
for filing to, or shall promptly hereafter file with or transmit for filing
to, the Commission a prospectus supplement (the "Prospectus Supplement")
pursuant to Rule 424 under the Securities Act of 1933, as amended (the
"Securities Act"), specifically relating to the Securities offered pursuant
to this Agreement ("Offered Debt Securities," the "Offered Capital
Securities" and the "Offered Guarantee" and, together, the "Offered
Securities"). The term Registration Statement means the registration
statement as amended to the date of this Agreement. The term Basic
Prospectus means the prospectus included in the Registration Statement. The
term Prospectus means the Basic Prospectus together with the Prospectus
Supplement. The term preliminary prospectus means a preliminary prospectus
supplement specifically relating to the Offered Securities, together with the
Basic Prospectus. As used herein, the terms "Basic Prospectus", "Prospectus"
and "preliminary prospectus" shall include in each case the documents, if
any, incorporated by reference therein. The terms "supplement", "amendment"
and "amend" as used herein shall include all documents deemed to be
incorporated by reference in the Prospectus that are filed subsequent to the
date of the Basic Prospectus by the Company with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The term "Contract Securities" means the Offered Securities, if any, to
be purchased pursuant to the delayed delivery contracts substantially in the
form of Schedule I hereto, with such changes therein as the Company may
approve (the "Delayed Delivery Contracts"). The term "Underwriters'
Securities" means the Offered Securities other than Contract Securities.

1. Representations and Warranties. Each of the specified
------------------------------
Issuer Trust and the Company jointly and severally represents and warrants to
each of the Underwriters as of the date of the Underwriting Agreement (except
in the case of an offering of Debt Securities only, in which case only the
Company will so represent and warrant and those representations and
warranties related to any Issuer Trust or offering of Capital Securities
shall not apply):

(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and
no proceedings for such purpose are pending before or threatened by the
Commission.

(b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or will
comply when so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (ii) each part
of the Registration Statement, when such part became effective, did not
contain and each such part, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) the Registration Statement and the
Prospectus comply, and, as amended or supplemented, if applicable, will
comply, in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (iv) the Prospectus
does not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(b) do not apply
(A) to statements or omissions in the Registration Statement or the
Prospectus based upon information concerning any Underwriter furnished to the
Company in writing by such Underwriter through the Manager expressly for use
therein or (B) to those parts of the Registration Statement that constitute
the Statements of Eligibility (Form T-1) under the Trust Indenture Act of the
trustees referred to in the Registration Statement.

(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to conduct its business
as described in the Prospectus and is duly qualified to transact business and
is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and its consolidated
subsidiaries, taken as a whole.

(d) Each subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its consolidated subsidiaries, taken as a
whole.

(e) The Issuer Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, is a
"grantor trust" for Federal income tax purposes, has the power and authority
to conduct its business as presently conducted and as described in the
Prospectus and is not required to be authorized to do business in any other
jurisdiction.

(f) This Agreement has been duly authorized, executed and delivered
by each of the Issuer Trust and the Company.

(g) Each of the Senior Debt Indenture, the Senior Subordinated Debt
Indenture and the Junior Subordinated Debt Indenture has been duly qualified
under the Trust Indenture Act and each of the Senior Debt Indenture and the
Senior Subordinated Debt Indenture has been duly authorized, executed and
delivered by the Company or by Morgan Stanley Group Inc. (a predecessor to
the Company) ("Morgan Stanley") and assumed by the Company and the Junior
Subordinated Debt Indenture has been duly authorized by the Company and each
of the Senior Debt Indenture and the Senior Subordinated Debt Indenture is,
and, upon execution and delivery by the Company of the Junior Subordinated
Debt Indenture will be, a valid and binding agreement of the Company,
enforceable in accordance with its terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting creditors' rights
generally and (ii) is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at
law.

(h) The Offered Debt Securities or, in the case of an offering of
Capital Securities, the Junior Subordinated Debentures have been duly
authorized and, when executed and authenticated in accordance with the
provisions of the relevant Indenture, and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement, in
the case of the Underwriters' Securities (or, in the case of an offering of
Capital Securities, paid for as described in the Prospectus), or by
institutional investors in accordance with the terms of the Delayed Delivery
Contracts, in the case of Contract Securities, will be entitled to the
benefits of the relevant Indenture, and will be valid and legally binding
obligations of the Company, in each case enforceable in accordance with their
respective terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting creditors' rights generally and (ii) is subject to
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

(i) The Delayed Delivery Contracts, if any, have been duly authorized,
executed and delivered by the Company and are valid and binding agreements of
the Company, enforceable in accordance with their respective terms except as
(i) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium and other similar laws affecting
creditors' rights generally and (ii) is subject to general principles of
equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law.

(j) The Guarantee has been qualified under the Trust Indenture Act
and has been duly authorized by the Company and, upon execution and delivery
thereof by the Company (and assuming due authorization, execution
and delivery by the Guarantee Trustee), will, as of the Closing Date, be
a valid and binding agreement of the Company, enforceable in accordance
with its terms except as (i) the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and (ii) is subject
to general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.

(k) The Trust Agreement has been qualified under the Trust Indenture
Act and has been duly authorized by the Company and, upon execution and
delivery thereof by the Company (and assuming due authorization, execution
and delivery thereof by each party thereto other than the Company), will, as
of the Closing Date, be a valid and binding agreement of the Company, the
Issuer Trustees and the Administrators, enforceable in accordance with its
terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting creditors' rights generally and (ii) is subject to general
principles of equity, regardless of whether such enforceability is considered
in a proceeding in equity or at law and except as rights to indemnification
may be limited under applicable law.

(l) The Offered Capital Securities have been duly authorized by the
Trust Agreement and, when executed and authenticated in accordance with the
provisions of the Trust Agreement and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, will be validly
issued and (subject to the terms of the Trust Agreement) fully paid and
non-assessable undivided beneficial interests in the assets of the Issuer
Trust, and the issuance of such Offered Capital Securities will not be
subject to any preemptive or similar rights. Holders of the Offered Capital
Securities will be entitled to the same limitation of personal liability as
that extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. The Common
Securities have been duly authorized by the Trust Agreement and, when issued
and delivered to the Company against payment therefor as described in the
Prospectus, will be validly issued undivided beneficial interests in the
assets of the Issuer Trust, and the issuance of such Common Securities will
not be subject to any preemptive rights.

(m) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement, the Senior Debt
Indenture, the Senior Subordinated Debt Indenture, the Junior Subordinated
Indenture, the Trust Agreement, the Guarantee, the Debt Securities, the
Junior Subordinated Debentures and any Delayed Delivery Contracts, will not
contravene any provision of applicable law, the Trust Agreement or the
certificate of incorporation or by-laws of the Company or any agreement or
other instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its consolidated subsidiaries, taken as a whole,
or any judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any of its consolidated subsidiaries,
and no consent, approval, authorization or order of, or qualification with,
any governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, the Senior Debt Indenture,
the Senior Subordinated Debt Indenture, the Junior Subordinated Indenture,
the Trust Agreement, the Guarantee, the Debt Securities, the Junior
Subordinated Debentures and any Delayed Delivery Contracts, except such as
may be required by the securities or blue sky laws of the various states in
connection with the offer and sale of the Offered Securities; provided,
however, that no representation is made as to whether the purchase of the
Offered Securities constitutes a "prohibited transaction" under Section 406
of the Employee Retirement Income Security Act of 1974, as amended, or
Section 4975 of the Internal Revenue Code of 1986, as amended.

(n) The execution and delivery by the Issuer Trust of, and the
performance by the Issuer Trust of its obligations under, this Agreement will
not contravene any provision of applicable law or the Trust Agreement or any
agreement or other instrument binding upon the Issuer Trust, or any judgment,
order or decree of any governmental body, agency or court having jurisdiction
over the Issuer Trust, and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for the
performance by the Issuer Trust of its obligations under this Agreement,
except such as may be required by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Offered
Securities; provided, however, that no representation is made as to whether
the purchase of the Offered Capital Securities constitutes a "prohibited
transaction" under 406 of the Employment Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as
amended.

(o) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or operations
of the Issuer Trust or the Company and its subsidiaries, taken as a whole,
from that set forth in the Prospectus (exclusive of any amendments or
supplements thereto effected subsequent to the date of the Underwriting
Agreement).

(p) The Issuer Trust is not, and after giving effect to the offering
and sale of the Offered Capital Securities and the application of the
proceeds thereof as described in the Prospectus, will not be an "investment
company" as such term is defined under the Investment Company Act of 1940, as
amended.

(q) There are no legal or governmental proceedings pending or
threatened to which the Issuer Trust or the Company or any of its
consolidated subsidiaries is a party or to which any of the properties of the
Issuer Trust or the Company or any of its consolidated subsidiaries is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed or incorporated by
reference as exhibits to the Registration Statement that are not described,
filed or incorporated as required.

(r) Each of the Issuer Trust and the Company and its consolidated
subsidiaries has all necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all declarations and
filings with, all federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals, to own,
lease, license and use its properties and assets and to conduct its business
in the manner described in the Prospectus, except to the extent that the
failure to obtain or file would not have a material adverse effect on the
Company and its consolidated subsidiaries, taken as a whole.

(s) Dean Witter Reynolds Inc. is registered as a broker-dealer and
investment adviser with the Commission, is registered with the Commodity
Futures Trading Commission as a futures commission merchant and is a member
of the New York Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc.

(t) Morgan Stanley & Co. Incorporated is registered as a broker-dealer
and investment adviser with the Commission, is registered with the Commodity
Futures Trading Commission as a futures commission merchant and is a member
of the New York Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc.

(u) The Company has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.

2. Delayed Delivery Contracts. If the Prospectus provides
--------------------------
for sales of Offered Securities pursuant to Delayed Delivery Contracts, the
Company hereby authorizes the Underwriters to solicit offers to purchase
Contract Securities on the terms and subject to the conditions set forth in
the Prospectus pursuant to Delayed Delivery Contracts. Delayed Delivery
Contracts may be entered into only with institutional investors approved by
the Company of the types set forth in the Prospectus. On the Closing Date,
the Company will pay to the Manager as compensation for the accounts of the
Underwriters the commission set forth in the Underwriting Agreement in
respect of the Contract Securities. The Underwriters will not have any
responsibility in respect of the validity or the performance of any Delayed
Delivery Contracts.

If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate
amount of Contract Securities; and such reduction shall be applied to the
commitment of each Underwriter pro rata in proportion to the amount of
Offered Securities set forth opposite such Underwriter's name in the
Underwriting Agreement, except to the extent that the Manager determines that
such reduction shall be applied in other proportions and so advises the
Company; provided, however, that the total amount of Offered Securities to be
purchased by all Underwriters shall be the aggregate amount set forth above,
less the aggregate amount of Contract Securities.

3. Public Offering. The Issuer Trust and the Company are
---------------
advised by the Manager that the Underwriters propose to make a public
offering of their respective portions of the Underwriters' Securities as soon
after this Agreement has been entered into as in the Manager's judgment is
advisable. The terms of the public offering of the Underwriters' Securities
are set forth in the Prospectus.

4. Purchase and Delivery. Except as otherwise provided in
---------------------
this Section 4, payment for the Underwriters' Securities shall be made to the
Issuer Trust or the Company, as applicable, in immediately available funds
at the time and place set forth in the Underwriting Agreement, upon delivery
to the Manager for the respective accounts of the several Underwriters of the
Underwriters' Securities registered in such names and in such denominations
or amounts, as the case may be, as the Manager shall request in writing not
less than one full business day prior to the date of delivery, with any
transfer taxes payable in connection with the transfer of the Underwriters'
Securities to the Underwriters duly paid.

Delivery on the Closing Date of any Underwriters' Securities (i) that
are Debt Securities in bearer form or Capital Securities in bearer form shall
be effected by delivery of a single temporary global Security without coupons
(the "Temporary Global Security") evidencing the Offered Securities that are
Debt Securities in bearer formor Capital Securities in bearer form to a
common depositary for Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear System ("Euro-clear"), and for Cedel
Bank, Soci t Anonyme ("Cedel") for credit to the respective accounts at
Euro-clear or Cedel of each Underwriter or to such other accounts as such
Underwriter may direct. Any Temporary Global Security shall be delivered to
the Manager not later than the Closing Date, against payment of funds to the
Issuer Trust or the Company, as applicable, in the amount (or the net amount,
if applicable, in the case of Offered Debt Securities) due to the Issuer
Trust or the Company for such Temporary Global Security by the method and in
the form set forth herein. The Issuer Trust or the Company, as applicable,
shall cause global and, if applicable, definitive Debt Securities in bearer
form or Capital Securities in bearer form to be prepared and delivered in
exchange for such Temporary Global Security in such manner and at such time
as may be provided in or pursuant to the Senior Debt Indenture, the Senior
Subordinated Debt Indenture or the Junior Subordinated Debt Indenture, as the
case may be; provided, however, that the Temporary Global Security shall be
exchangeable for other Debt Securities in bearer form or Capital Securities
in bearer form only on or after the date specified for such purpose in the
Prospectus.

5. Conditions to Closing. The several obligations of the
---------------------
Underwriters hereunder are subject to the following conditions:

(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,

(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction of
the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act;

(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and
its consolidated subsidiaries, taken as a whole, or, with respect to an
offering of Capital Securities, the Issuer Trust, from that set forth in
the Prospectus (exclusive of any amendments or supplements thereto
effected subsequent to the execution and delivery of the Underwriting
Agreement), that, in the judgment of the Manager, is material and
adverse and that makes it, in the judgment of the Manager, impracticable
to market the Offered Securities on the terms and in the manner
contemplated in the Prospectus; and

(iii) the Manager shall have received on the Closing Date a
certificate, dated the Closing Date and signed by the Chairman of the
Board, the President, the Chief Financial Officer, the Chief Strategic
and Administrative Officer, the Chief Legal Officer, the Treasurer, any
Assistant Treasurer of the Company, or any other person authorized by
the Board of Directors of the Company to execute any such written
statement (an "Executive Officer"), and, in the case of an offering of
Capital Securities, a certificate, dated the Closing Date and signed by
an Administrator of the Issuer Trust,

(A) to the effect set forth in clause (i) above (in the case
of the certificate signed by an executive officer of the Company);
and

(B) to the effect that the representations and warranties of
the Company and, in the case of an offering of Capital Securities,
the Issuer Trust contained in this Agreement are true and correct
as of the Closing Date and that each of the Company and the Issuer
Trust, as applicable, has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or
satisfied on or before the Closing Date.

The Executive Officer or Administrator signing and delivering such
certificate may rely upon the best of his or her knowledge as to proceedings
threatened.

(b) The Manager shall have received on the Closing Date an opinion of
Brown & Wood LLP, counsel to the Company, or of other counsel satisfactory to
the Manager and who may be an officer of the Company, dated the Closing Date,
to the effect that:

(i) the Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of Delaware,
has the corporate power and authority to own its property and to conduct
its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be
so qualified or be in good standing would not have a material adverse
effect on the Company and its consolidated subsidiaries, taken as a
whole;

(ii) each of Dean Witter Reynolds Inc., Greenwood Trust Company,
Morgan Stanley & Co. Incorporated and Morgan Stanley International
Incorporated (the "Material Subsidiaries") has been duly incorporated,
is validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and its
consolidated subsidiaries, taken as a whole;

(iii) each of the Company and its Material Subsidiaries has all
necessary consents, authorizations, approvals, orders, certificates and
permits of and from, and has made all declarations and filings with, all
federal, state, local and other governmental authorities, all
self-regulatory organizations and all courts and other tribunals, to
own, lease, license and use its properties and assets and to conduct its
business in the manner described in the Prospectus, except to the extent
that the failure to obtain or file would not have a material adverse
effect on the Company and its consolidated subsidiaries, taken as a
whole;

(iv) (A) each of the Senior Debt Indenture, the Senior
Subordinated Debt Indenture and the Junior Subordinated Debt Indenture
has been duly qualified under the Trust Indenture Act, (B) each of the
Third Supplemental Senior Indenture, the Third Supplemental Subordinated
Indenture and the Junior Subordinated Debt Indenture has been duly
authorized, executed and delivered by the Company, (C) each of the
Senior Debt Indenture and the Senior Subordinated Debt Indenture has
been assumed by the Company and (D) each of the Senior Debt Indenture,
the Subordinated Indenture and the Junior Subordinated Indenture is a
valid and binding agreement of the Company, enforceable in accordance
with its terms except in each case as (a) the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium and other similar laws affecting creditors' rights generally
and (b) is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or
at law;

(v) the Offered Debt Securities or, in the case of an offering of
Capital Securities, the Junior Subordinated Debentures, have been duly
authorized and, when executed and authenticated in accordance with the
provisions of the relevant Indenture and delivered to and paid for (A)
in the case of an offering of Debt Securities by the Underwriters in
accordance with the terms of the Underwriting Agreement, in the case of
the Underwriters' Securities, or by institutional investors in
accordance with the terms of the Delayed Delivery Contracts, in the case
of the Contract Securities, and (B) in the case of an offering of
Capital Securities, as described in the Prospectus, will be entitled to
the benefits of the relevant Indenture and will be valid and binding
obligations of the Company, in each case enforceable in accordance with
their terms except as the enforceability thereof (a) may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and (b) is
subject to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law;

(vi) the Underwriting Agreement has been duly authorized, executed
and delivered by the Company;

(vii) the Guarantee has been duly authorized, executed and
delivered by the Company and is a valid and binding obligation of the
Company enforceable in accordance with its terms except as the
enforceability thereof (a) may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium and other similar laws affecting
creditors' rights generally and (b) is subject to general principles of
equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law;

(ix) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with their
respective terms except as the enforceability thereof (a) may be limited
by bankruptcy, insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and (b) is
subject to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law;

(x) the execution and delivery by the Issuer Trust of, and the
performance of its obligations under, the Underwriting Agreement and the
execution and delivery by the Company of, and the performance by the
Company of its obligations under, the Underwriting Agreement, the
relevant Indenture and the Offered Debt Securities (and, in the case of
an offering of Capital Securities, , the Trust Agreement, the Guarantee)
and any Delayed Delivery Contracts, will not contravene any provisions
of applicable law or the certificate of incorporation or by-laws of the
Company or the Trust Agreement, if applicable, or any agreement or other
instrument binding upon the Issuer Trust, if applicable, the Company or
any of its subsidiaries that is material to the Company and its
consolidated subsidiaries, taken as a whole, or, to the best of such
counsel's knowledge, any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Issuer Trust, if
applicable, the Company or any of its consolidated subsidiaries, and no
consent, approval or authorization or order of or qualification with any
governmental body or agency is required for the performance by the
Issuer Trust, if applicable, or the Company of its obligations under the
Underwriting Agreement, the relevant Indenture and the Offered Debt
Securities (and, in the case of an offering of Capital Securities, the
Capital Securities and the Guarantee) and any Delayed Delivery
Contracts, except such as may be required by the securities or blue sky
laws of the various states in connection with the offer and sale of the
Offered Securities; provided, however, that such counsel need not
express an opinion as to whether the purchase of the Offered Securities
constitutes a "prohibited transaction" under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of
the Internal Revenue Code of 1986, as amended;

(xi) in the case of an offering of Capital Securities, the Trust is
not and, after giving effect to the offering and sale of the Capital
Securities and the application of the proceeds thereof as described in
the Prospectus, will not be an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended;

(xi) such counsel is of the opinion ascribed to it under the
caption "Certain Federal Income Tax Consequences" in the Prospectus
Supplement;

(xii) the statements (1) in the Basic Prospectus under the
captions "The Issuer Trusts," "Description of Debt Securities,"
"Description of Capital Securities," "Description of Guarantees," and
"Plan of Distribution," (2) in the Prospectus Supplement under
"Description of Capital Securities," "Description of Junior Subordinated
Debentures," "Description of Guarantee," "Relationship Among the Capital
Securities, the Junior Subordinated Debentures and the Guarantee" and
"Underwriting," (3) in the Registration Statement under Item 15, (4) in
"Item 3 - Legal Proceedings" of the most recent annual reports on Form
10-K incorporated by reference in the Prospectus and (5) in "Item 1 -
Legal Proceedings" of Part II of the quarterly reports on Form 10-Q, if
any, filed since such annual reports and incorporated by reference in
the Prospectus, in each case insofar as such statements constitute
summaries of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to such
legal matters, documents and proceedings and fairly summarize the
matters referred to therein;

(xiii) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to which the
Company or any of its consolidated subsidiaries or, if applicable, the
Issuer Trust is a party or to which any of the properties of the Company
or any of its consolidated subsidiaries or, if applicable, the Issuer
Trust is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or of any statutes,
regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed
or incorporated by reference as exhibits to the Registration Statement
that are not described, filed or incorporated by reference as required;
and

(xiv) such counsel (1) is of the opinion that each document, if
any, filed pursuant to the Exchange Act and incorporated by reference in
the Registration Statement and the Prospectus (except as to financial
statements and schedules included therein as to which such counsel need
not express any opinion) complied when so filed as to form in all
material respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder, (2) has no reason to believe
that any part of the Registration Statement (except as to financial
statements and schedules included therein, as to which such counsel need
not express any belief, and except for that part of the Registration
Statement that constitutes Forms T-1), on the date such part became
effective contained, and the Registration Statement (except as to
financial statements and schedules included therein, as to which such
counsel need not express any belief, and except for the part of the
Registration Statement that constitutes Forms T-1) as of the date such
opinion is delivered contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (3) is of
the opinion that the Registration Statement and Prospectus (except as to
financial statements and schedules included therein, as to which such
counsel need not express any opinion) comply as to form in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (4) has no reason to
believe that the Prospectus (except as to financial statements and
schedules included therein as to which such counsel need not express any
belief) as of the date such opinion is delivered contains any untrue
statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in light of the circumstances
under which they were made, not misleading

; provided that, in the case of an offering of Debt Securities only, such
counsel may exclude any such opinion relating to the Issuer Trust or the
offering of Capital Securities.

(c) The Manager shall have received on the Closing Date an opinion of
Davis Polk & Wardwell, special counsel for the Underwriters, dated the
Closing Date, covering the matters referred to in subparagraphs (iv), (v),
(vi), (vii), (viii), (xii) (but only as to statements in the Basic Prospectus
under "Description of Debt Securities," "Description of Capital Securities,"
"Description of Guarantees" and "Plan of Distribution" and in the Prospectus
Supplement under "Description of Capital Securities," "Description of Junior
Subordinated Debentures," "Description of the Guarantees," "Relationship
Among the Capital Securities, the Junior Subordinated Indenture and the
Guarantees" and "Underwriting"), and (xiv) (2), (3) and (4) of paragraph (b)
above; provided that, in the case of an offering of Debt Securities only,
such counsel may exclude any such opinion relating to the Issuer Trust or the
offering of Capital Securities.

With respect to subparagraph (xiv) of paragraph (b) above, if such
opinion is given by counsel who is also an officer of the Company, such
counsel may state that his or her opinion and belief are based upon his or
her participation, or the participation of someone under his or her
supervision, in the preparation of the Registration Statement and Prospectus
and documents incorporated therein by reference and review and discussion of
the contents thereof, but are without independent check or verification,
except as specified. With respect to subparagraph (xiv) of paragraph (c)
above, Davis Polk & Wardwell and, if Brown & Wood LLP is giving such opinion,
Brown & Wood LLP may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and Prospectus
(but not including documents incorporated therein by reference) and review
and discussion of the contents thereof (including documents incorporated
therein by reference), but are without independent check or verification,
except as specified.

(d) In the case of an offering of Capital Securities, the Manager shall
have received on the Closing Date an opinion dated the Closing Date of
Richards, Layton & Finger, P.A., special Delaware counsel for the Issuer
Trust or the Company, or of other counsel satisfactory to the Manager, to the
effect that:

(i) the Issuer Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business Trust
Act and under the Trust Agreement and the Delaware Business Trust Act
has the trust power and authority to conduct its business, all as
described in the Registration Statement and Prospectus;

(ii) assuming due authorization, execution and delivery of the
Trust Agreement by the Company, the Administrators and the Issuer
Trustees, the Trust Agreement is a legal, valid and binding agreement of
the Company, the Administrators and the Issuer Trustees and is
enforceable against the Company, the Administrators and the Issuer
Trustees, in accordance with its terms, subject, as to enforcement, to
the effect upon the Trust Agreement of (i) bankruptcy, insolvency,
moratorium, receivership, reorganization, liquidation, fraudulent
conveyance and transfer, and other similar laws relating to or affecting
the rights and remedies of creditors generally, (ii) principles of
equity, including applicable law relating to fiduciary duties
(regardless of whether considered and applied in a proceeding in equity
or at law), and (iii) the effect of applicable public policy on the
enforceability of provisions relating to indemnification or
contribution;

(iii) under the Trust Agreement and the Delaware Business Trust
Act, the execution and delivery of the Underwriting Agreement by the
Issuer Trust, and the performance by the Issuer Trust of its obligations
thereunder, have been duly authorized by all necessary trust action on
the part of the Issuer Trust;

(iv) the Capital Securities have been duly authorized by the Trust
Agreement and are duly and validly issued and, subject to the
qualifications set forth herein, will be fully paid and nonassessable
undivided beneficial interests in the assets of the Issuer Trust; the
holders of Capital Securities, as beneficial owners of the Issuer Trust,
will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware;

(v) the Common Securities have been duly authorized by the Trust
Agreement and are duly and validly issued undivided beneficial interests
in the assets of the Trust;

(vi) under the Trust Agreement and the Delaware Business Trust Act,
the issuance of the Trust Securities is not subject to preemptive
rights;

(vii) the statements in the Basic Prospectus and the Prospectus
Supplement under the caption "The Issuer Trusts" and "Description of
Capital Securities" and the statements in the Prospectus Supplement
under the caption "Relationship Among the Capital Securities, the Junior
Subordinated Debentures and the Guarantee," insofar as such statements
constitute statements of Delaware law, are fairly presented;

(viii) the issuance and the sale of the Trust Securities by the
Issuer Trust, the execution, delivery and performance by the Issuer
Trust of the Underwriting Agreement, the consummation by the Issuer
Trust of the transactions contemplated by the Underwriting Agreement and
compliance by the Issuer Trust with its obligations under the
Underwriting Agreement do not violate (A) the Certificate or the Trust
Agreement, or (B) any applicable Delaware law or Delaware administrative
regulation;

(ix) after due inquiry, limited to, and solely to the extent
disclosed on (a date immediately prior to) the Closing Date, the court
dockets for active cases of the Court of Chancery of the State of
Delaware in and for New Castle County, Delaware, of the Superior Court
of the State of Delaware in and for New Castle County, Delaware, and of
the United States Federal District Court sitting in the State of
Delaware, we do not know of any legal or governmental proceeding pending
against the Issuer Trust;

(x) no authorization, approval, consent or order of any Delaware
court or any Delaware governmental authority or Delaware agency is
required to be obtained by the Issuer Trust solely in connection with
the issuance and sale of the Trust Securities; and

(xi) the Capital Security Holders (other than those Capital
Security Holders who reside or are domiciled in the State of Delaware)
will have no liability for income taxes imposed by the State of Delaware
solely as a result of their participation in the Issuer Trust, and the
Issuer Trust will not be liable for any income tax imposed by the State
of Delaware.

In rendering such opinion, such counsel may note that Holders of Trust
Securities may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and security in connection with and pay taxes or other governmental
charges arising from transfers of certificates for Trust Securities and the
issuance of replacement certificates for Trust Securities, (ii) provide
security and indemnity in connection with requests of or directions to the
Property Trustee to exercise its rights and remedies under the Trust
Agreement and (iii) undertake as a party litigant to pay costs in any suit
for the enforcement of any right or remedy under the Trust Agreement or
against the Property Trustee, to the extent provided in the Trust Agreement.

(e) The Manager shall have received on the Closing Date a letter, dated
the Closing Date, in form and substance satisfactory to the Manager, from the
Company's independent auditors, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus.

6. Covenants of the Company and the Issuer Trust. In
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further consideration of the agreements of the Underwriters contained herein,
each of the Company and the Issuer Trust (or the Company alone in the case of
an offering of Debt Securities) covenants as follows:

(a) To furnish the Manager, without charge, a conformed copy of the
Registration Statement (including exhibits and all amendments thereto) and
for delivery to each other Underwriter a conformed copy of the Registration
Statement (without exhibits thereto) and, during the period mentioned in
paragraph (c) below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments thereto
or to the Registration Statement as the Manager may reasonably request.

(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish to the Manager
a copy of each such proposed amendment or supplement and not to file any such
proposed amendment or supplement to which the Manager reasonably objects.

(c) If, during such period after the first date of the public offering
of the Offered Securities as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered in connection with sales by
an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
existing when the Prospectus is delivered to a purchaser, not misleading, or
if in the opinion of counsel for the Underwriters, it is necessary to amend
or supplement the Prospectus to comply with law, forthwith to prepare and
furnish, at its own expense, to the Underwriters and to the dealers (whose
names and addresses the Manager will furnish to the Company and the Issuer
Trust) to which Offered Securities may have been sold by the Manager on
behalf of the Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus, satisfactory in all respects to
the Manager, so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances existing when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as so amended or supplemented, will comply with law and to cause
such amendments or supplements to be filed promptly with the Commission.

(d) To endeavor to qualify the Offered Securities and, in the case of
an offering of Capital Securities, the Capital Securities and the Guarantees
for offer and sale under the securities or blue sky laws of such
jurisdictions as the Manager shall reasonably request and to maintain such
qualifications for as long as the Manager shall reasonably request.

(e) To make generally available to the Company's security holders and
to the Manager as soon as practicable an earning statement covering a twelve
month period beginning on the first day of the first full fiscal quarter
after the date of the Underwriting Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules
and regulations of the Commission thereunder. If such fiscal quarter is the
last fiscal quarter of the Company's fiscal year, such earning statement
shall be made available not later than 90 days after the close of the period
covered thereby and in all other cases shall be made available not later than
45 days after the close of the period covered thereby.

(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company or any securities with characteristics similar to those of the
Capital Securities (other than (i) the Offered Securities and (ii) commercial
paper issued in the ordinary course of business), without the prior written
consent of the Manager.

(g) Whether or not any sale of Offered Securities is consummated, to
pay all expenses incident to the performance of the Company's and the Issuer
Trust's obligations under this Agreement, including: (i) the preparation and
filing of the Registration Statement and the Prospectus and all amendments
and supplements thereto, (ii) the preparation, issuance and delivery of the
Offered Securities, (iii) the fees and disbursements of the Company's counsel
and accountants, of the Issuer Trust's counsel and of the Trustees and their
counsel, (iv) the qualification of the Offered Securities and, in the case of
an offering of Capital Securities, the Capital Securities and the Guarantees
under securities or blue sky laws in accordance with the provisions of
Section 6(d), including filing fees and the fees and disbursements of counsel
for the Underwriters in connection therewith and in connection with the
preparation of any blue sky or Legal Investment Memoranda, (v) the printing
and delivery to the Underwriters in quantities as hereinabove stated of
copies of the Registration Statement and all amendments thereto and of the
Prospectus and any amendments or supplements thereto, (vi) the printing and
delivery to the Underwriters of copies of any blue sky or Legal Investment
Memoranda, (vii) any fees charged by rating agencies for the rating of the
Offered Securities, (viii) any expenses incurred by the Company or the Issuer
Trust in connection with a "road show" presentation to potential investors,
(ix) all document production charges of counsel to the Underwriters (but not
including their fees for professional services in connection with the
preparation of this Agreement) and (x) any filing fees in connection with any
review of the offering of the Offered Securities by the National Association
of Securities Dealers, Inc.

7. Covenants of the Underwriters. Each of the several
-----------------------------
Underwriters represents and agrees with the Company that:

(a) except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules"), (i) it has not offered or sold, and
during the restricted period will not offer or sell, Debt Securities in
bearer form (including any Debt Security in global form that is exchangeable
for Debt Securities in bearer form) to a person who is within the United
States or its possessions or to a United States person and (ii) it has not
delivered and will not deliver within the United States or its possessions
definitive Debt Securities in bearer form that are sold during the restricted
period;

(b) it has, and throughout the restricted period will have, in effect
procedures reasonably designed to ensure that its employees or agents who are
directly engaged in selling Debt Securities in bearer form are aware that
such Debt Securities may not be offered or sold during the restricted period
to a person who is within the United States or its possessions or to a United
States person, except as permitted by the D Rules;

(c) if it is a United States person, it is acquiring the Debt
Securities in bearer form for purposes of resale in connection with their
original issuance and if it retains Debt Securities in bearer form for its
own account, it will only do so in accordance with the requirements of U.S.
Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);

(d) if it transfers to any affiliate Debt Securities in bearer form for
the purpose of offering or selling such Debt Securities during the restricted
period, it will either (i) obtain from such affiliate for the benefit of the
Company the representations and agreements contained in clauses (a), (b) and
(c) above or (ii) repeat and confirm the representations and agreements
contained in clauses (a), (b) and (c) above on such affiliate's behalf and
obtain from such affiliate the authority to so obligate it;

(e) it will obtain for the benefit of the Company the representations
and agreements contained in clauses (a), (b), (c) and (d) above from any
person other than its affiliate with whom it enters into a written contract,
as defined in U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(4) for the offer
or sale during the restricted period of Debt Securities in bearer form; and

(f) it will comply with or observe any other restrictions or
limitations set forth in the Prospectus on persons to whom, or the
jurisdictions in which, or the manner in which, the Debt Securities may be
offered, sold, resold or delivered.

The restricted period is defined at U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D)(7). All other terms used in the preceding paragraph have
the meaning given to them by the U.S. Internal Revenue Code and regulations
thereunder, including the D Rules.

8. Indemnification and Contribution. The Company, or in the
--------------------------------
case of an offering of Capital Securities, each of the Company and the Issuer
Trust jointly and severally, agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or allegedly untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
allegedly untrue statement or omission based upon information relating to any
Underwriter furnished to the Company and the Issuer Trust in writing by such
Underwriter through the Manager expressly for use therein; provided, however,
that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Offered Securities, or any person controlling such Underwriter, if a copy of
the Prospectus (as then amended or supplemented if the Company or the Issuer
Trust shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Underwriter to such person, if required
by law so to have been delivered, at or prior to the written confirmation of
ts to such person, and if the Prospectus (as so amended or supplemented)
would have cured the defect giving rise to such losses, claims, damages or
liabilities.

Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Issuer Trust, the Issuer Trustees, the Administrators, the
Company, its directors, its officers who sign the Registration Statement and
each person, if any, who controls the Issuer Trust or Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company
and the Issuer Trust to each Underwriter, but only with reference to
information relating to such Underwriter furnished to the Company or the
Issuer Trust by such Underwriter in writing through the Manager expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectus
or any amendments or supplements thereto.

In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in respect of the legal expenses of any indemnified party in connection
with any proceeding or related proceedings in the same jurisdiction, be
liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Manager, in the case of parties indemnified
pursuant to the second preceding paragraph, and by the Company and the Issuer
Trust, in the case of parties indemnified pursuant to the first preceding
paragraph. The indemnifying party shall not be liable for any settlement of
anitten consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by the third sentence of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

To the extent the indemnification provided for in the first or second
paragraph in this Section 8 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in
lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Issuer Trust on the one hand and the Underwriters on the other hand from the
offering of the Offered Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company and the Issuer Trust on
the one hand and the Underwriters on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Issuer Trust on the one
hand and the Underwriters on the other hand in connection with the offering
of the Offered Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of such Offered Securities
(before deducting expenses) received by the Company and the Issuer Trust and
the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bear to the aggregate public offering price of the
Offered Securities. The relative fault of the Company and the Issuer Trust
on the one hand and of the Underwriters on the other hand shall be determined
by reference to, among other things, whether the untrue or allegedly untrue
statement of a material fact or tlleged omission to state a material fact
relates to information supplied by the Company and the Issuer Trust or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

The Company, the Issuer Trust and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Offered Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or allegedly
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' respective
obligations to contribute pursuant to this Section 8 are several in
proportion to the respective amounts of Offered Securities purchased by each
of such Underwriters and not joint. The remedies provided for in this
Section 8 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

9. Termination. This Agreement shall be subject to
-----------
termination by notice given by the Manager to the Company, if (a) after the
execution and delivery of the Underwriting Agreement and prior to the Closing
Date (i) trading generally shall have been suspended or materially limited on
or by, as the case may be, any of the New York Stock Exchange, the American
Stock Exchange, the National Association of Securities Dealers, Inc., the
Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (ii) trading of any securities of the Company or, in
the case of an offering of Capital Securities, the Issuer Trust shall have
been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have
been declared by either Federal or New York State authorities, or (iv) there
shall have occurred any outbreak or escalation of hostilities or any change
in financial markets or any calamity or crisis that, in the judgment of the
Manager, is material and adverse and (b) in the case of any of the events
specified in clauses (a)(i) through (iv), such event, singly or together with
any other such event, makes it, in the judgment of the Manager, impracticable
to market the Offered Securities on the terms and in the manner contemplated
in the Prospectus.

10. Defaulting Underwriters. If, on the Closing Date or the
-----------------------
Option Closing Date, as the case may be, any one or more of the Underwriters
shall fail or refuse to purchase Offered Securities that it has or they have
agreed to purchase hereunder on such date, and the aggregate number of
Offered Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase is not more than one-tenth of the aggregate
number of the Offered Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the number
of Firm Capital Securities set forth opposite their respective names herein
bears to the aggregate number of Firm Capital Securities set forth opposite
the names of all such non-defaulting Underwriters, or in such other
proportions as we may specify, to purchase the Offered Capital Securities
which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase on such date; provided that in no event shall the number
of Offered Capital Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 10 by an
amount in excess of one-ninth of such number of Offered Capital Securities
without the written consent of such Underwriter. If, on the Closing Date,
any Underwriter or Underwriters shall fail or refuse to purchase Firm Capital
Securities and the aggregate number of Firm Capital Securities with respect
to which such default occurs is more than one-tenth of the aggregate number
of Firm Capital Securities to be purchased, and arrangements satisfactory to
us and the Company for the purchase of such Firm Capital Securities are not
made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the
Company. In any such case either we or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected.
If, on the Option Closing Date, any Underwriter or Underwriters shall fail or
refuse to purchase Additional Capital Securities and the aggregate number of
Additional Capital Securities with respect to which such default occurs is
more than one-tenth of the aggregate number of Additional Capital Securities
to be purchased, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase Additional Capital
Securities or (ii) purchase not less than the number of Additional Capital
Securities that such non-defaulting Underwriters would have been obligated to
purchase in the absence of such default. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company or the
Issuer Trust to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company or the Issuer Trust shall be
unable to perform its obligations under this Agreement, the Company and the
Issuer jointly and severally agree to reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in
connection with this Agreement or the offering of the Offered Securities.

11. Representations and Indemnities to Survive. The
------------------------------------------
respective indemnity and contribution agreements and the representations,
warranties and other statements of the Issuer Trust, the Administrators, the
Company, its officers and the Underwriters set forth in this Agreement will
remain in full force and effect, regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or
any person controlling any Underwriter or by or on behalf of the Company, its
officers or directors or any person controlling the Company or on behalf of
the Issuer Trust, the Issuer Trustee, the Administrators, or any person
controlling the Issuer Trust and (iii) acceptance of and payment for any of
the Offered Securities.

12. Successors. This Agreement will inure to the benefit of
----------
and be binding upon the parties hereto and their respective successors and
the officers, directors, Administrators and Issuer Trustees and controlling
persons referred to in Section 8, and no other person will have any right or
obligation hereunder.

13. Counterparts. The Underwriting Agreement may be signed
------------
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.

14. Applicable Law. This Agreement shall be governed by and
--------------
construed in accordance with the internal laws of the State of New York.

15. Headings. The headings of the sections of this Agreement
--------
have been inserted for convenience of reference only and shall not be deemed
a part of this Agreement.

SCHEDULE I

DELAYED DELIVERY CONTRACT

________, 19__

Dear Sirs:

The undersigned hereby agrees to purchase from Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation (the "Company"), and the
Company agrees to sell to the undersigned the Company's securities described
in Schedule A annexed hereto (the "Securities"), offered by the Company's
Prospectus dated , 19__ and Prospectus Supplement dated , 19__,
receipt of copies of which are hereby acknowledged, at a purchase price
stated in Schedule A and on the further terms and conditions set forth in
this agreement. The undersigned does not contemplate selling Securities
prior to making payment therefor.

The undersigned will purchase from the Company Securities in the
principal amount and numbers on the delivery dates set forth in Schedule A.
Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".

Payment for the Securities which the undersigned has agreed to purchase
on each Delivery Date shall be made in immediately available funds at the
office of , New York, N.Y., at
10:00 A.M. (New York time) on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned on the
Delivery Date, in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed
to the Company not less than five full business days prior to the Delivery
Date.

The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions
that (1) the purchase of Securities to be made by the undersigned shall not
at the time of delivery be prohibited under the laws of the jurisdiction to
which the undersigned is subject and (2) the Company shall have sold, and
delivery shall have taken place to the underwriters (the "Underwriters")
named in the Prospectus Supplement referred to above of, such part of the
Securities as is to be sold to them. Promptly after completion of sale and
delivery to the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith.

Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this agreement.

This agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

If this agreement is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding agreement, as of the date first above written, between
the Company and the undersigned when such counterpart is so mailed or
delivered.

This agreement shall be governed by and construed in accordance with the
laws of the State of New York.

Yours very truly,

(Purchaser)

By:
Name:
Title:
Address:

Accepted:

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

By:
Name:
Title:

PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
is as follows: (Please print.)

Telephone
(including area
Name code) Department
---- ---------------- ----------

_______________________ ______________________ ___________________

SCHEDULE A

Securities:
- ----------

Principal amounts or Numbers to be Purchased:
- --------------------------------------------

Purchase Price:
- --------------

Delivery Dates:
- --------------

Exhibit 4-b

CERTIFICATE OF TRUST
OF
MSDW CAPITAL TRUST I

THIS CERTIFICATE OF TRUST of MSDW Capital Trust I (the "Issuer
Trust"), dated as of February 12, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).
------- -- ---

(i) Name. The name of the business trust being formed hereby is
----
MSDW Capital Trust I.

(ii) Delaware Trustee. The name and business address of the
----------------
trustee of the Issuer Trust with a principal place of business in the State
of Delaware are The Bank of New York (Delaware), White Clay Center, Route
273, Newark, Delaware 19711.

(iii) Effective Date. This Certificate of Trust shall be
--------------
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Issuer Trust, have executed this Certificate of Trust as of the date first
above written.

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
------------------------
Name: Michael Culhane
Title: Vice President

Exhibit 4-c

CERTIFICATE OF TRUST
OF
MSDW CAPITAL TRUST II

THIS CERTIFICATE OF TRUST of MSDW Capital Trust II (the "Issuer
Trust"), dated as of February 12, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).
------- -- ---

(i) Name. The name of the business trust being formed hereby is
----
MSDW Capital Trust II.

(iii) Effective Date. This Certificate of Trust shall be
--------------
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Issuer Trust, have executed this Certificate of Trust as of the date first
above written.

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-----------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
----------------------
Name: Michael Culhane
Title: Vice President

Exhibit 4-d

CERTIFICATE OF TRUST
OF
MSDW CAPITAL TRUST III

THIS CERTIFICATE OF TRUST of MSDW Capital Trust III (the "Issuer
Trust"), dated as of February 12, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).
------- -- ---

(i) Name. The name of the business trust being formed hereby is
----
MSDW Capital Trust III.

(iii) Effective Date. This Certificate of Trust shall be
--------------
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Issuer Trust, have executed this Certificate of Trust as of the date first
above written.

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-----------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
----------------------
Name: Michael Culhane
Title: Vice President

Exhibit 4-e

CERTIFICATE OF TRUST
OF
MSDW CAPITAL TRUST IV

THIS CERTIFICATE OF TRUST of MSDW Capital Trust IV (the "Issuer
Trust"), dated as of February 12, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).
------- -- ---

(i) Name. The name of the business trust being formed hereby is
----
MSDW Capital Trust IV.

(iii) Effective Date. This Certificate of Trust shall be
--------------
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Issuer Trust, have executed this Certificate of Trust as of the date first
above written.

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-----------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
----------------------
Name: Michael Culhane
Title: Vice President

Exhibit 4-f

CERTIFICATE OF TRUST
OF
MSDW CAPITAL TRUST V

THIS CERTIFICATE OF TRUST of MSDW Capital Trust V (the "Issuer
Trust"), dated as of February 12, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).
------- -- ---

(i) Name. The name of the business trust being formed hereby is
----
MSDW Capital Trust V.

(iii) Effective Date. This Certificate of Trust shall be
--------------
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Issuer Trust, have executed this Certificate of Trust as of the date first
above written.

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-----------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
----------------------
Name: Michael Culhane
Title: Vice President

Exhibit 4-g

TRUST AGREEMENT
OF
MSDW CAPITAL TRUST I

THIS TRUST AGREEMENT is made as of February 12, 1998 (this "Trust
Agreement"), among Morgan Stanley, Dean Witter, Discover & Co., a Delaware
corporation, as depositor (the "Depositor"), The Bank of New York (Delaware),
a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"),
The Bank of New York, a New York banking corporation, as property trustee
(the "Property Trustee", and together with the Delaware Trustee, the "Issuer
Trustees") and Alexander C. Frank and Debra M. Aaron, individuals, as
administrators (the "Administrators"). The Depositor and the Issuer Trustees
hereby agree as follows:

1. The trust created hereby shall be known as MSDW Capital Trust I
(the "Issuer Trust"), in which name the Issuer Trustees or the Depositor, to
the extent provided herein, may conduct the business of the Issuer Trust,
make and execute contracts, and sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets over to
the Issuer Trust the sum of $10. It is the intention of the parties hereto
that the Issuer Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
------- -- ---
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Issuer Trust. The Issuer Trustees are hereby authorized
and directed to execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the Business Trust
Act.

Notwithstanding the foregoing, the Issuer Trustees may take all actions
deemed proper as are necessary to effect the transactions contemplated
herein. It is the intent of the parties hereto that the Administrators shall
not be trustees with respect to the Issuer Trust and this Trust Agreement
shall be construed in a manner consistent with such intent.

Capital Securities required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Capital Securities of
the Issuer Trust under the Securities Exchange Act of 1934, as amended; (ii)
to file with the New York Stock Exchange, the American Stock Exchange, The
London Stock Exchange Ltd, The Luxembourg Stock Exchange, The Paris Bourse or
other stock exchange or securities market, or the National Association of
Securities Dealers ("NASD"), and execute on behalf of the Issuer Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause
the Capital Securities to be listed on the New York Stock Exchange, the
American Stock Exchange, The London Stock Exchange Ltd, The Luxembourg Stock
Exchange, The Paris Bourse or such other stock exchange or securities market,
or the NASD's Nasdaq National Market; (iii) to file and execute on behalf of
the Issuer Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers
and documents as shall be necessary or desirable to register the Capital
Securities under the securities or "Blue Sky" laws of such jurisdictions as
the Depositor, on behalf of the Issuer Trust, may deem necessary or
desirable; and (iv) to execute, deliver and perform on behalf of the Issuer
Trust an underwriting agreement with one or more underwriters relating to the
offering of the Capital Securities of the Issuer Trust. In the event that
any filing referred to in clauses (i), (ii) or (iii) above is required by the
rules and regulations of the Commission, the New York Stock Exchange or such
other exchanges or securities markets, NASD, or securities or "Blue Sky" laws
to be executed on behalf of the Issuer Trust by the Administrators, the
Administrators, in their capacity as administrators of the Issuer Trust, are
hereby authorized and directed to join in any such filing and to execute on
behalf of the Issuer Trust any and all of the foregoing, it being understood
that the Administrators, in their capacity as administrators of the Issuer
Trust, shall not be required to join in any such filing or execute on behalf
of the Issuer Trust any such document unless required by the rules and
regulations of the Commission, the New York Stock Exchange or such other
exchanges or securities markets, NASD, or securities or "Blue Sky" laws.

5. This Trust Agreement may be executed in one or more counterparts.

6. The number of trustees and administrators of the Issuer Trust
initially shall be two and thereafter the number of trustees of the Issuer
Trust shall be such number as shall be fixed from time to time by a written
instrument signed by the Depositor which may increase or decrease the number
of trustees and administrators of the Issuer Trust; provided, however, that
to the extent required by the Business Trust Act, one trustee of the Issuer
Trust shall either be a natural person who is a resident of the State of
Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any trustee or
administrator of the Issuer Trust at any time. Any trustee or administrator
of the Issuer Trust may resign upon thirty days' prior notice to the
Depositor.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.,
as Depositor

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
-------------------------
Name: Michael Culhane
Title: Vice President

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Administrator

By: /s/ Debra Aaron
-------------------------
Name: Debra Aaron
Title: Administrator

Exhibit 4-h

TRUST AGREEMENT
OF
MSDW CAPITAL TRUST II

1. The trust created hereby shall be known as MSDW Capital Trust II
(the "Issuer Trust"), in which name the Issuer Trustees or the Depositor, to
the extent provided herein, may conduct the business of the Issuer Trust,
make and execute contracts, and sue and be sued.

3. An amended and restated Trust Agreement satisfactory to each party
to it and substantially in the form to be included as an exhibit to the 1933
Act Registration Statement (as herein defined), or in such other form as the
parties thereto may approve, will be entered into to provide for the
contemplated operation of the Issuer Trust created hereby and the issuance of
the Capital Securities and Common Securities referred to therein. Prior to
the execution and delivery of such amended and restated Trust Agreement, the
Issuer Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Issuer Trustees may take all actions
deemed proper as are necessary to effect the transactions contemplated
herein. It is the intent of the parties hereto that the Administrators shall
not be trustees with respect to the Issuer Trust and this Trust Agreement
shall be construed in a manner consistent with such intent.

4. The Depositor, as the depositor of the Issuer Trust, is hereby
authorized (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration
Statement and 1934 Act Registration Statement (as herein defined), on behalf
of the Issuer Trust, (a) a Registration Statement (the "1933 Act Registration
Statement"), including pre-effective or post-effective amendments thereto,
relating to the registration under the Securities Act of 1933, as amended
(the "1933 Act"), of the Capital Securities of the Issuer Trust, (b) any
preliminary prospectus or prospectus or supplement thereto relating to the
Capital Securities required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Capital Securities of
the Issuer Trust under the Securities Exchange Act of 1934, as amended; (ii)
to file with the New York Stock Exchange, the American Stock Exchange, The
London Stock Exchange Ltd, The Luxembourg Stock Exchange, The Paris Bourse or
other stock exchange or securities market, or the National Association of
Securities Dealers ("NASD"), and execute on behalf of the Issuer Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause
the Capital Securities to be listed on the New York Stock Exchange, the
American Stock Exchange, The London Stock Exchange Ltd, The Luxembourg Stock
Exchange, The Paris Bourse or such other stock exchange or securities market,
or the NASD's Nasdaq National Market; (iii) to file and execute on behalf of
the Issuer Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers
and documents as shall be necessary or desirable to register the Capital
Securities under the securities or "Blue Sky" laws of such jurisdictions as
the Depositor, on behalf of the Issuer Trust, may deem necessary or
desirable; and (iv) to execute, deliver and perform on behalf of the Issuer
Trust an underwriting agreement with one or more underwriters relating to the
offering of the Capital Securities of the Issuer Trust. In the event that
any filing referred to in clauses (i), (ii) or (iii) above is required by the
rules and regulations of the Commission, the New York Stock Exchange or such
other exchanges or securities markets, NASD, or securities or "Blue Sky" laws
to be executed on behalf of the Issuer Trust by the Administrators, the
Administrators, in their capacity as administrators of the Issuer Trust, are
hereby authorized and directed to join in any such filing and to execute on
behalf of the Issuer Trust any and all of the foregoing, it being understood
that the Administrators, in their capacity as administrators of the Issuer
Trust, shall not be required to join in any such filing or execute on behalf
of the Issuer Trust any such document unless required by the rules
and regulations of the Commission, the New York Stock Exchange or such
other exchanges or securities markets, NASD, or securities or "Blue Sky" laws.

5. This Trust Agreement may be executed in one or more counterparts.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.,
as Depositor

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
-------------------------
Name: Michael Culhane
Title: Vice President

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Administrator

By: /s/ Debra Aaron
-------------------------
Name: Debra Aaron
Title: Administrator

Exhibit 4-i

TRUST AGREEMENT
OF
MSDW CAPITAL TRUST III

1. The trust created hereby shall be known as MSDW Capital Trust III
(the "Issuer Trust"), in which name the Issuer Trustees or the Depositor, to
the extent provided herein, may conduct the business of the Issuer Trust,
make and execute contracts, and sue and be sued.

5. This Trust Agreement may be executed in one or more counterparts.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.,
as Depositor

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
-------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
-------------------------
Name: Michael Culhane
Title: Vice President

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Administrator

By: /s/ Debra Aaron
-------------------------
Name: Debra Aaron
Title: Administrator

Exhibit 4-j

TRUST AGREEMENT
OF
MSDW CAPITAL TRUST IV

1. The trust created hereby shall be known as MSDW Capital Trust IV
(the "Issuer Trust"), in which name the Issuer Trustees or the Depositor, to
the extent provided herein, may conduct the business of the Issuer Trust,
make and execute contracts, and sue and be sued.

5. This Trust Agreement may be executed in one or more counterparts.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.,
as Depositor

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
--------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
--------------------------
Name: Michael Culhane
Title: Vice President

By: /s/ Alexander C. Frank
-------------------------
Name: Alexander C. Frank
Title: Administrator

By: /s/ Debra Aaron
-------------------------
Name: Debra Aaron
Title: Administrator

Exhibit 4-k

TRUST AGREEMENT
OF
MSDW CAPITAL TRUST V

1. The trust created hereby shall be known as MSDW Capital Trust V
(the "Issuer Trust"), in which name the Issuer Trustees or the Depositor, to
the extent provided herein, may conduct the business of the Issuer Trust,
make and execute contracts, and sue and be sued.

5. This Trust Agreement may be executed in one or more counterparts.

7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.,
as Depositor

By: /s/ Alexander C. Frank
------------------------
Name: Alexander C. Frank
Title: Assistant Treasurer

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee

By: /s/ Walter N. Gitlin
------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee

By: /s/ Michael Culhane
------------------------
Name: Michael Culhane
Title: Vice President

By: /s/ Alexander C. Frank
--------------------------
Name: Alexander C. Frank
Title: Administrator

By: /s/ Debra Aaron
------------------------
Name: Debra Aaron
Title: Administrator

Exhibit 4-l

__________________________________________________________________________

MSDW CAPITAL TRUST ( )

AMENDED AND RESTATED TRUST AGREEMENT

among

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., as Depositor,

THE BANK OF NEW YORK, as Property Trustee,

THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee

and

the Administrators named herein

, 1998

MSDW CAPITAL TRUST ( )

Certain Sections of this Trust Agreement relating to
Sections 310 through 318 of the Trust Indenture Act of 1939:

Trust Indenture Trust Agreement
Act Section Section

310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.9
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7(a)(ii)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8, 10.10(b)
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13, 10.10(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13, 10.10(b)
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.10(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.10(b), (f)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15(a), 8.15(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15(a), 10.8
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15(a)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.16
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.16, 8.17
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.16, 8.17
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.16, 8.17
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.17
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(d)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(d)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.10
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.10(a)

Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Trust

TABLE OF CONTENTS

Page
----

ARTICLE I

DEFINED TERMS
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

CONTINUATION OF THE ISSUER TRUST
SECTION 2.1. Name . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.2. Office of the Delaware Trustee; Principal Place of
Business . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.3. Initial Contribution of Trust Property;
Organizational Expenses . . . . . . . . . . . . . . . 9
SECTION 2.4. Issuance of the Capital Securities . . . . . . . . . 9
SECTION 2.5. Issuance of the Common Securities; Subscription and
Purchase of Junior Subordinated Debentures . . . . . 9
SECTION 2.6. Declaration of Trust . . . . . . . . . . . . . . . . 10
SECTION 2.7. Authorization to Enter into Certain Transactions . . 10
SECTION 2.8. Assets of Trust . . . . . . . . . . . . . . . . . . . 12
SECTION 2.9. Title to Trust Property . . . . . . . . . . . . . . . 13

ARTICLE III

PAYMENT ACCOUNT
SECTION 3.1. Payment Account . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV

DISTRIBUTIONS; REDEMPTION
SECTION 4.1. Distributions . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.2. Redemption . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.3. Subordination of Common Securities . . . . . . . . . 16
SECTION 4.4. Payment Procedures . . . . . . . . . . . . . . . . . 16
SECTION 4.5. Tax Returns and Reports . . . . . . . . . . . . . . . 17
SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust . 17
SECTION 4.7. Payments under Indenture or Pursuant to Direct
Actions . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.8. Liability of the Holder of Common Securities . . . . 17

ARTICLE V

TRUST SECURITIES CERTIFICATES
SECTION 5.1. Initial Ownership . . . . . . . . . . . . . . . . . . 17
SECTION 5.2. The Trust Securities Certificates . . . . . . . . . . 18
SECTION 5.3. Execution and Delivery of Trust Securities
Certificates . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.4. Global Capital Security . . . . . . . . . . . . . . . 18
SECTION 5.5. Registration of Transfer and Exchange Generally;
Certain Transfers and Exchanges; Capital
Securities Certificates . . . . . . . . . . . . . . . 19
SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates . . . . . . . . . . . . . . . 20
SECTION 5.7. Persons Deemed Holders . . . . . . . . . . . . . . . 21
SECTION 5.8. Access to List of Holders' Names and Addresses . . . 21
SECTION 5.9. Maintenance of Office or Agency . . . . . . . . . . . 21
SECTION 5.10. Appointment of Paying Agent. . . . . . . . . . . . . 21
SECTION 5.11. Ownership of Common Securities by Depositor. . . . . 22
SECTION 5.12. Notices to Clearing Agency. . . . . . . . . . . . . . 22
SECTION 5.13. Rights of Holders . . . . . . . . . . . . . . . . . . 22

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING
SECTION 6.1. Limitations on Holder's Voting Rights . . . . . . . . 24
SECTION 6.2. Notice of Meetings . . . . . . . . . . . . . . . . . 25
SECTION 6.3. Meetings of Holders . . . . . . . . . . . . . . . . . 25
SECTION 6.4. Voting Rights . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.5. Proxies, etc. . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.6. Holder Action by Written Consent. . . . . . . . . . . 25
SECTION 6.7. Record Date for Voting and Other Purposes . . . . . . 26
SECTION 6.8. Acts of Holders . . . . . . . . . . . . . . . . . . . 26
SECTION 6.9. Inspection of Records . . . . . . . . . . . . . . . . 27

ARTICLE VII

REPRESENTATIONS AND WARRANTIES
SECTION 7.1. Representations and Warranties of the Property
Trustee and the Delaware Trustee . . . . . . . . . . 27
SECTION 7.2. Representations and Warranties of Depositor . . . . . 27

ARTICLE VIII

THE ISSUER TRUSTEES; THE ADMINISTRATORS
SECTION 8.1. Certain Duties and Responsibilities . . . . . . . . . 28
SECTION 8.2. Certain Notices . . . . . . . . . . . . . . . . . . . 30
SECTION 8.3. Certain Rights of Property Trustee . . . . . . . . . 30
SECTION 8.4. Not Responsible for Recitals or Issuance of
Securities . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.5. May Hold Securities . . . . . . . . . . . . . . . . . 32
SECTION 8.6. Compensation; Indemnity; Fees . . . . . . . . . . . . 32
SECTION 8.7. Corporate Property Trustee Required; Eligibility of
Trustees and Administrators . . . . . . . . . . . . . 33
SECTION 8.8. Conflicting Interests . . . . . . . . . . . . . . . . 33
SECTION 8.9. Co-Trustees and Separate Trustee . . . . . . . . . . 34
SECTION 8.10. Resignation and Removal; Appointment of Successor . . 35
SECTION 8.11. Acceptance of Appointment by Successor . . . . . . . 36
SECTION 8.12. Merger, Conversion, Consolidation or Succession to
Business . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.13. Preferential Collection of Claims Against Depositor
or Issuer Trust . . . . . . . . . . . . . . . . . . . 36
SECTION 8.14. Trustee May File Proofs of Claim . . . . . . . . . . 36
SECTION 8.15. Reports by Property Trustee . . . . . . . . . . . . . 37
SECTION 8.16. Reports to the Property Trustee . . . . . . . . . . . 37
SECTION 8.17. Evidence of Compliance with Conditions Precedent . . 37
SECTION 8.18. Number of Issuer Trustees . . . . . . . . . . . . . . 38
SECTION 8.19. Delegation of Power . . . . . . . . . . . . . . . . . 38
SECTION 8.20. Appointment of Administrators . . . . . . . . . . . . 38

ARTICLE IX

DISSOLUTION, LIQUIDATION AND MERGER
SECTION 9.1. Dissolution Upon Expiration Date . . . . . . . . . . 39
SECTION 9.2. Early Termination . . . . . . . . . . . . . . . . . . 39
SECTION 9.3. Termination . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.4. Liquidation . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.5. Mergers, Consolidations, Amalgamations or
Replacements of the Issuer Trust . . . . . . . . . . 40

ARTICLE X

MISCELLANEOUS PROVISIONS
SECTION 10.1. Limitation of Rights of Holders . . . . . . . . . . . 41
SECTION 10.2. Amendment . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 10.3. Separability . . . . . . . . . . . . . . . . . . . . 42
SECTION 10.4. Governing Law . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.5. Payments Due on Non-Business Day . . . . . . . . . . 43
SECTION 10.6. Successors . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.7. Headings . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.8. Reports, Notices and Demands . . . . . . . . . . . . 44
SECTION 10.9. Agreement Not to Petition . . . . . . . . . . . . . . 44
SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture
Act . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee
and Indenture . . . . . . . . . . . . . . . . . . . . 45
SECTION 10.12. Counterparts . . . . . . . . . . . . . . . . . . . . 46

Exhibit A Certificate of Trust
Exhibit B Form of Letter of Representations
Exhibit C Form of Common Securities Certificate
Exhibit D Form of Capital Securities Certificate
Exhibit E Form of Expense Agreement

AGREEMENT

Amended and Restated Trust Agreement, dated as of , 1998,
among (i) Morgan Stanley, Dean Witter, Discover & Co., a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii) The Bank of New
York, a New York banking corporation, as property trustee, (in such capacity,
the "Property Trustee"), (iii) The Bank of New York (Delaware), a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee") (the
Property Trustee and the Delaware Trustee are referred to collectively herein
as the"Issuer Trustees"), (iv) two individuals selected by the holders of the
Common Securities (as defined herein) to act as administrators with respect
to the Issuer Trust (the "Administrators") and (v) the several Holders, as
hereinafter defined.

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Issuer Trust (as defined herein) has been established under
the Delaware Business Trust Act pursuant to a certain Trust Agreement, dated
as of , 1998 (the "Original Trust Agreement"), and by the filing of
the Certificate of Trust of the Issuer Trust with the Secretary of State of
the State of Delaware on , 1998 (the "Certificate of Trust"), which
Certificate of Trust is attached as Exhibit A; and

WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee
desire to amend and restate the Original Trust Agreement in its entirety as
set forth herein to provide for, among other things, (i) the issuance of the
Common Securities by the Issuer Trust to the Depositor, (ii) the issuance and
sale of the Capital Securities by the Issuer Trust pursuant to the
Underwriting Agreement, (iii) the acquisition by the Issuer Trust from the
Depositor of all of the right, title and interest in the Junior Subordinated
Debentures, and (iv) the appointment of the Administrators.

NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of
the other parties and for the benefit of the Holders, hereby amends and
restates the Original Trust Agreement in its entirety and agrees, intending
to be legally bound, as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1. Definitions. For all purposes of this Trust Agreement,
except as otherwise expressly provided or unless the context otherwise
requires:

(a) The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

(b) All other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;

(d) All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted
accounting principles as in effect at the time of computation;

(e) Unless the context otherwise requires, any reference to an
"Article"or a "Section" refers to an Article or a Section, as the case may
be, of this Trust Agreement; and

(f) The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

"Act" has the meaning specified in Section 6.8.

"Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest
(as defined in the Junior Subordinated Debt Indenture) paid by the Depositor
on a Like Amount of Junior Subordinated Debentures for such period.

"Additional Sums" has the meaning specified in the Junior Subordinated
Debt Indenture.

"Administrators" means each Person appointed in accordance with Section
8.20 solely in such Person's capacity as Administrator of the Issuer Trust
and not in such Person's individual capacity, or any successor Administrator
appointed as herein provided; with the initial Administrators being
________________ and _________________.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this
definition,"control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly,whether through the ownership of voting securities, by contract or
otherwise;and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Capital Security or beneficial interest
therein, the rules and procedures of the Depositary for such Capital
Security, in each case to the extent applicable to such transaction and as in
effect from time to time.

"Bankruptcy Event" means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication
or composition of or in respect of such Person under any applicable federal
or State bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of such Person or of any substantial part of its property
or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 60
consecutive days; or

(b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable
federal or State bankruptcy, insolvency, reorganization or other similar law,
or the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or similar
official) of such Person or of any substantial part of its property or the
making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become
due and its willingness to be adjudicated a bankrupt, or the taking of
corporate action by such Person in furtherance of any such action.

"Bankruptcy Laws" has the meaning specified in Section 10.9.

"Board of Directors" means the board of directors of the Depositor or
the Executive Committee of the board of directors of the Depositor (or any
other committee of the board of directors of the Depositor performing similar
functions) or a committee designated by the board of directors of the
Depositor (or any such committee), comprised of two or more members of the
board of directors of the Depositor or officers of the Depositor, or both.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly
adopted by the Depositor's Board of Directors, or such committee of the Board
of Directors or officers of the Depositor to which authority to act on behalf
of the Board of Directors has been delegated, and to be in full force and
effect on the date of such certification, and delivered to the Issuer
Trustees.

"Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (c) a day on which the
Property Trustee's Corporate Trust Office or the Delaware Trustee's corporate
trust office or the corporate trust office of the Debt Securities Trustee is
closed for business.

"Capital Securities Certificate" means a certificate evidencing
ownership of Capital Securities, substantially in the form attached as
Exhibit D.

"Capital Security" means a preferred undivided beneficial interest in
the assets of the Issuer Trust, having a Liquidation Amount of $25 and having
the rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

"Certificate Depositary Agreement" means the agreement among the Issuer
Trust, the Depositor and the Depositary, as the initial Clearing Agency,
dated as of the Closing Date, substantially in the form attached as Exhibit
B, as the same may be amended and supplemented from time to time.

"Certificate of Trust" has the meaning specified in the preamble to this
Trust Agreement.

"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depositary shall be
the initial Clearing Agency.

"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

"Closing Date" has the meaning specified in the Underwriting Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit C.

"Common Securities Subscription Agreement" means the common securities
subscription agreement between the Issuer Trust and the Depositor dated
___________________.

"Common Security" means an undivided beneficial interest in the assets
of the Issuer Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

"Corporate Trust Office" means the principal office of the Property
Trustee located in the City of New York which at the time of the execution of
this Trust Agreement is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286; Attention: Corporate Trust Administration.

"Debenture Event of Default" means an "Event of Default" as defined in
the Indenture.

"Debenture Redemption Date" means, with respect to any Junior
Subordinated Debentures to be redeemed under the Indenture, the date fixed
for redemption of such Junior Subordinated Debentures under the Indenture.

"Debt Securities Trustee" means The Bank of New York, a New York banking
corporation, as Trustee under the Indenture and any successor.

"Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from
time to time.

"Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Issuer Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor trustee
appointed as herein provided.

"Depositor" has the meaning specified in the preamble to this Trust
Agreement.

"Depositary" means The Depository Trust Company or any successor
thereto.

"Direct Action" has the meaning specified in Section 5.13.

"Distribution Date" has the meaning specified in Section 4.1(a).

"Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

"Early Termination Event" has the meaning specified in Section 9.2.

"Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(a) the occurrence of a Debenture Event of Default; or

(b) default by the Issuer Trust or the Property Trustee in the payment
of any Distribution when it becomes due and payable, and continuation of such
default for a period of 30 days; or

(c) default by the Issuer Trust or the Property Trustee in the payment
of any Redemption Price of any Trust Security when it becomes due and
payable; or

(d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Issuer Trustees in this Trust Agreement
(other than a covenant or warranty, a default in the performance of which or
the breach of which is dealt with in clause (b) or (c) above) and
continuation of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Issuer Trustees and
the Depositor by the Holders of at least 25% in aggregate Liquidation Amount
of the Outstanding Capital Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

(e) the occurrence of any Bankruptcy Event with respect to the Property
Trustee or all or substantially all of its property if a successor Property
Trustee has not been appointed within a period of 90 days thereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended,and any successor statute thereto, in each case as amended from time
to time.

"Expense Agreement" means the Agreement as to Expenses and Liabilities,
dated as of the Closing Date, between the Depositor, in its capacity as
holder of the Common Securities, and the Issuer Trust, substantially in the
form attached as Exhibit E, as amended from time to time.

"Expiration Date" has the meaning specified in Section 9.1.

"Global Capital Securities Certificate" means a Capital Securities
Certificate evidencing ownership of Global Capital Securities.

"Global Capital Security" means a Capital Security, the ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.4.

"Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and The Bank of New York, as Guarantee Trustee,
contemporaneously with the execution and delivery of this Trust Agreement,
for the benefit of the holders of the Capital Securities, as amended from
time to time.

"Holder" means a Person in whose name a Trust Security or Trust
Securities is registered in the Securities Register; any such Person shall be
a beneficial owner within the meaning of the Delaware Business Trust Act.

"Indenture" means the Junior Subordinated Debt Indenture, dated as of
, 1998, between the Depositor and the Debt Securities Trustee (as
amended or supplemented from time to time) relating to the issuance of the
Junior Subordinated Debentures.

"Investment Company Act" means the Investment Company Act of 1940, as
amended.

"Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel experienced in such matters, who shall not be an officer
or employee of the Depositor or any of its Affiliates, to the effect that, as
a result of the occurrence of a change in law or regulation or a written
change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Issuer Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act, which change or
prospective change becomes effective or would become effective, as the case
may be, on or after the date of the issuance of the Capital Securities.

"Issuer Trust" means MSDW Capital Trust ( ).

"Issuer Trustees" means, collectively, the Property Trustee and the
Delaware Trustee.

"Junior Subordinated Debentures" means the aggregate principal amount of
the Depositor's _____% Junior Subordinated Deferrable Interest Debentures,
issued pursuant to the Indenture.

"Junior Subordinated Debenture Subscription Agreement" means the junior
subordinated debenture subscription agreement between the Issuer Trust and
the Depositor dated _____________________.

"Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

"Like Amount" means (a) with respect to a redemption of Trust
Securities,Trust Securities having a Liquidation Amount equal to that portion
of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with the Indenture, allocated to the
Common Securities and to the Capital Securities based upon the relative
Liquidation Amounts of such classes and (b) with respect to a distribution of
Junior Subordinated Debentures to Holders of Trust Securities in connection
with a dissolution or liquidation of the Issuer Trust, Junior Subordinated
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Junior Subordinated Debentures
are distributed.

"Liquidation Amount" means the stated amount of $25 per Trust Security.

"Liquidation Date" means the date on which Junior Subordinated
Debentures are to be distributed to Holders of Trust Securities in connection
with a dissolution and liquidation of the Issuer Trust pursuant to Section
9.4.

"Liquidation Distribution" has the meaning specified in Section 9.4(d).

"Majority in Liquidation Amount of the Capital Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by
the Trust Indenture Act, Capital Securities or Common Securities, as the case
maybe, representing more than 50% of the aggregate Liquidation Amount of all
then Outstanding Capital Securities or Common Securities, as the case may be.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the Chief Financial Officer, the Chief Strategic
and Administrative Officer, the Chief Legal Officer, the Treasurer, any
Assistant Treasurer of the Depositor, or any other person authorized by the
Board of Directors of the Depositor to execute any such written statement,
and delivered to the party provided herein. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided
for in this Trust Agreement shall include:

(a) a statement by each officer signing the Officers' Certificate that
such officer has read the covenant or condition and the definitions relating
thereto;

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officers'
Certificate;

(c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

"Opinion of Counsel" means a written opinion of counsel, who may, unless
otherwise specified herein, be counsel for or an officer or employee of the
Depositor or any Affiliate of the Depositor.

"Original Trust Agreement" has the meaning specified in the preamble to
this Trust Agreement.

"Outstanding," with respect to Trust Securities, means, as of the date
of determination, all Trust Securities theretofore executed and delivered
under this Trust Agreement, except:

(a) Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

(b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or
any Paying Agent for the Holders of such Trust Securities, provided that if
such Trust Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Trust Agreement; and

(c) Trust Securities which have been paid or in exchange for or in lieu
of which other Trust Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.6 and 5.13; provided, however, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Capital Securities have given any request,demand, authorization, direction,
notice, consent or waiver hereunder, Capital Securities owned by the
Depositor, or any Issuer Trustee, any Administrator or any Affiliate of the
Depositor or any Issuer Trustee shall be disregarded and deemed not to be
Outstanding, except that (a) in determining whether any Issuer Trustee shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Capital Securities that such
Issuer Trustee or such Administrator, as the case may be, actually knows to
be so owned shall be so disregarded and (b) the foregoing shall not apply at
any time when all of the outstanding Capital Securities are owned by the
Depositor, one or more of the Issuer Trustees, one or more of the
Administrators and/or any such Affiliate. Capital Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrators the pledgee's right so
to act with respect to such Capital Securities and that the pledgee is not
the Depositor or any Affiliate of the Depositor.

"Owner" means each Person who is the beneficial owner of Global Capital
Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the
records of a Person maintaining an account with such Clearing Agency
(directly or indirectly), in accordance with the rules of such Clearing
Agency.

"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Property Trustee.

"Payment Account" means a segregated non-interest-bearing corporate
trust account maintained with the Property Trustee in its trust department
for the benefit of the Holders in which all amounts paid in respect of the
Junior Subordinated Debentures will be held and from which the Property
Trustee,through the Paying Agent, shall make payments to the Holders in
accordance with Sections 4.1 and 4.2.

"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company,
company, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof, or any other
entity of whatever nature.

"Property Trustee" means the Person identified as the "Property
Trustee"in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Issuer Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor property trustee
appointed as herein provided.

"Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated
maturity of the Junior Subordinated Debentures shall be a Redemption Date for
a Like Amount of Trust Securities, including but not limited to any date of
redemption pursuant to the occurrence of any Special Event.

"Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date.

"Relevant Trustee" has the meaning specified in Section 8.10.

"Responsible Officer" when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any
managing director, vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Property Trustee
customarily performing functions similar to those performed by any of the
above designated officers and having direct responsibility for the
administration of this Trust Agreement, and also, with respect to a
particular matter, any other officer to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject.

"Securities Act" means the Securities Act of 1933, as amended, and any
successor statute thereto, in each case as amended from time to time.

"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

"Senior Indebtedness" has the meaning specified in the Indenture.

"Special Event" means any Tax Event or Investment Company Event.

"Tax Event" means the receipt by the Issuer Trust of an Opinion of
Counsel experienced in such matters, who shall not be an officer or employee
of the Depositor or any of its Affiliates, to the effect that, as a result of
any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result
of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment
or change is effective or which pronouncement, action or decision is
announced on or after the date of issuance of the Capital Securities, there
is more than an insubstantial risk that (i) the Issuer Trust is, or will be
within 90 days of the delivery of such Opinion of Counsel, subject to United
States Federal income tax with respect to income received or accrued on the
Junior Subordinated Debentures, (ii) interest payable by the Depositor on the
Junior Subordinated Debentures is not, or within 90 days of the delivery of
such Opinion of Counsel will not be, deductible by the Depositor, in whole or
in part, for United States federal income tax purposes, or (iii) the Issuer
Trust is, or will be within 90 days of the delivery of such Opinion of
Counsel, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

"Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all Exhibits hereto, and (ii) for
all purposes of this Amended and Restated Trust Agreement any such
modification, amendment or supplement, the provisions of the Trust Indenture
Act that are deemed to be a part of and govern this Amended and Restated
Trust Agreement and any modification, amendment or supplement, respectively.

"Trust Indenture Act" means the Trust Indenture Act of 1939 or any
successor statute, in each case as amended from time to time.

"Trust Property" means (a) the Junior Subordinated Debentures, (b) any
cash on deposit in, or owing to, the Payment Account, and (c) all proceeds
and rights in respect of the foregoing or any other property and assets for
the time being held or deemed to be held by the Property Trustee pursuant to
the trusts of this Trust Agreement.

"Trust Securities Certificate" means any one of the Common Securities
Certificates or the Capital Securities Certificates.

"Trust Security" means any one of the Common Securities or the Capital
Securities.

"Underwriters" has the meaning specified in the Underwriting Agreement.

"Underwriting Agreement" means the Underwriting Agreement, dated as of
, 1998, among the Issuer Trust, the Depositor and the Underwriters, as
the same may be amended from time to time.

ARTICLE II

CONTINUATION OF THE ISSUER TRUST

SECTION 2.1. Name. The Issuer Trust continued hereby shall be known as
"MSDW Capital Trust ( )", as such name may be modified from time to time by
the Administrators following written notice to the Holders of Trust
Securities and the Issuer Trustees, in which name the Administrators and the
Issuer Trustees may engage in the transactions contemplated hereby, make and
execute contracts and other instruments on behalf of the Issuer Trust and sue
and be sued.

SECTION 2.2. Office of the Delaware Trustee; Principal Place of
Business.

The address of the Delaware Trustee in the State of Delaware is White
Clay Center, Route 273, Newark, DE 19711, Attention: Corporate Trust
Administration, or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Holders and the
Depositor. The principal executive office of the Issuer Trust is in care of
Morgan Stanley, Dean Witter, Discover & Co., 1585 Broadway, New York, NY
10036 Attention: Office of the Secretary.

SECTION 2.3. Initial Contribution of Trust Property; Organizational
Expenses.

The Issuer Trust acknowledges receipt in trust from the Depositor in
connection with this Trust Agreement of the sum of $10, which constitutes the
initial Trust Property. The Depositor shall pay all organizational expenses
of the Issuer Trust as they arise or shall, upon request of any Issuer
Trustee,promptly reimburse such Issuer Trustee for any such expenses paid by
such Issuer Trustee. The Depositor shall make no claim upon the Trust
Property for the payment of such expenses.

SECTION 2.4. Issuance of the Capital Securities.

The Depositor, both on its own behalf and on behalf of the Issuer Trust
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrator, on behalf of the Issuer Trust, shall
execute, manually or by facsimile, in accordance with Section 5.3 and the
Property Trustee shall authenticate in accordance with Section 5.3 and
deliver to the Underwriters, Capital Securities Certificates, registered in
the names requested by the Underwriters, in an aggregate amount of ( )
Capital Securities having an aggregate Liquidation Amount of $( ),
against receipt of the aggregate purchase price of such Capital Securities of
$( ), by the Property Trustee.

If the Underwriters exercise their option to purchase all or any
portion of an additional [___] Capital Securities pursuant to the terms of
the Underwriting Agreement, then an Administrator, on behalf of the Issuer
Trust, shall execute, manually or by facsimile, in accordance with Section
5.3 and the Property Trustee shall authenticate in accordance with Section
5.3 and deliver to the Underwriters, additional Capital Securities
Certificates, registered in the names requested by the Underwriters, in an
aggregate amount of up to [___] additional Capital Securities having an
aggregate Liquidation Amount of up to $[___], against receipt of the
aggregate purchase price of such additonal Capital Securities of $[___], by
the Property Trustee.

SECTION 2.5. Issuance of the Common Securities; Subscription and
Purchase of Junior Subordinated Debentures.

Contemporaneously with the execution and delivery of this Trust
Agreement,an Administrator, on behalf of the Issuer Trust, shall execute or
cause to be executed in accordance with Section 5.2 and deliver to the
Depositor Common Securities Certificates, registered in the name of the
Depositor, in an aggregate amount of ( ) Common Securities having an
aggregate Liquidation Amount of $( ) against receipt of the aggregate
purchase price of such Common Securities of $( ) by the Property
Trustee. Contemporaneously therewith, an Administrator, on behalf of the
Issuer Trust, shall subscribe for and purchase from the Depositor the Junior
Subordinated Debentures, registered in the name of the Issuer Trust and
having an aggregate principal amount equal to $( ) and, in
satisfaction of the purchase price for such Junior Subordinated Debentures,
the Property Trustee, on behalf of the Issuer Trust, shall deliver to the
Depositor the sum of $( ) (being the sum of the amounts delivered to
the Property Trustee pursuant to (i) the second sentence of Section 2.4, and
(ii) the first sentence of this Section 2.5) and receive on behalf of the
Issuer Trust the Junior Subordinated Debentures.

If the Underwriters exercise their option to purchase additional Capital
Securities pursuant to the terms of the Underwriting Agreement, then an
Administrator, on behalf of the Issuer Trust, shall execute or cause to be
executed in accordance with Section 5.2 and deliver to the Depositor, addi-
tional Common Securities Certificates, registered in the name of the Depositor,
in an aggregate amount of up to [____] additional Common Securities having
an aggregate Liquidation Amount of up to $[___] against receipt of the
aggregate purchase price of $[___], by the Property Trustee. Contemporane-
ously therewith, an Administrator, on behalf of the Issuer Trust, shall
subscribe for and purchase from the depositor, Junior Subordinated
Debentures, registered in the name of the Issuer Trust and having an aggregate
principal amount of up to $[___] and, in satisfaction of the purchase price
for such Junior Subordinated Debentures, the Property Trustee, on behalf of
the Issuer Trust, shall deliver to the Depositor an aggregate amount equal
to the sum of the amounts delivered to the Property Trustee pursuant to (i)
the third sentence of Section 2.4, and (ii) the third sentence of this Section
2.5, and receive on behalf of the Issuer Trust such Junior Subordinated
Debentures.

SECTION 2.6. Declaration of Trust.

The exclusive purposes and functions of the Issuer Trust are to (a)
issue and sell Trust Securities and use the proceeds from such sale to
acquire the Junior Subordinated Debentures, and (b) engage in only those
other activities necessary or incidental thereto. The Depositor hereby
appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the
rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to
the conditions set forth herein for the benefit of the Issuer Trust and the
Holders. The Depositor hereby appoints the Administrators, with such
Administrators having all rights, powers and duties set forth herein with
respect to accomplishing the purposes of the Issuer Trust, and the
Administrators hereby accept such appointment, provided, however, that it is
the intent of the parties hereto that such Administrators shall not be
trustees with respect to the Issuer Trust and this Trust Agreement shall be
construed in a manner consistent with such intent. The Property Trustee
shall have the right and power to perform those duties assigned to the
Administrators. The Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrators set forth
herein. The Delaware Trustee shall be one of the trustees of the Issuer
Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act and for taking such actions
as are required to be taken by a Delaware trustee under the Delaware Business
Trust Act.

SECTION 2.7. Authorization to Enter into Certain Transactions.

(a) The Issuer Trustees and the Administrators shall conduct the
affairs of the Issuer Trust in accordance with the terms of this Trust
Agreement. Subject to the limitations set forth in paragraph (b) of this
Section and in accordance with the following provisions (i), (ii) and (iii),
the Issuer Trustees and the Administrators shall act as follows:

(i) Each Administrator, acting singly or jointly, is authorized,
on behalf of the Trust, to:

(A) comply with the Underwriting Agreement regarding the
issuance and sale of the Capital Securities;

(B) assist in compliance with the Securities Act, applicable
state securities or blue sky laws, and the Trust Indenture Act;

(C) assist in the listing of the Capital Securities upon such
securities exchange or exchanges as shall be determined by the
Depositor, with the registration of the Capital Securities under
the Exchange Act, if required, and the preparation and filing of
all periodic and other reports and other documents pursuant to the
foregoing;

(D) execute the Trust Securities on behalf of the Issuer
Trust in accordance with this Trust Agreement;

(E) execute and deliver an application for a taxpayer
identification number for the Issuer Trust;

(F) execute on behalf of the Issuer Trust any documents that
the Administrators have the power to execute pursuant to this Trust
Agreement, including without limitation a Junior Subordinated
Debenture Subscription Agreement, a Common Securities Subscription
Agreement, a Certificate Depositary Agreement and an Expense
Agreement, all by and between the Issuer Trust and the Depositor;
and

(G) take any action incidental to the foregoing as necessary
or advisable to give effect to the terms of this Trust Agreement
(and any actions taken in furtherance of the above prior to the
date of this Trust Agreement by the Administrators are hereby
ratified and confirmed in all respects).

(ii) The Property Trustee shall have the power and authority to act
on behalf of the Issuer Trust with respect to the following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Junior Subordinated Debentures;

(C) the receipt and collection of interest, principal and any
other payments made in respect of the Junior Subordinated
Debentures in the Payment Account;

(D) the distribution of amounts owed to the Holders in
respect of the Trust Securities;

(E) the exercise of all of the rights, powers and privileges
of a holder of the Junior Subordinated Debentures;

(F) the sending of notices of default and other information
regarding the Trust Securities and the Junior Subordinated
Debentures to the Holders in accordance with this Trust Agreement;

(G) the distribution of the Trust Property in accordance with
the terms of this Trust Agreement;

(H) to the extent provided in this Trust Agreement, the
winding up of the affairs of and liquidation of the Issuer Trust
and the execution of the certificate of cancellation with the
Secretary of State of the State of Delaware; and

(I) after an Event of Default (other than under the
definition of such term if such Event of Default is by or with
respect to the Property Trustee), comply with the provisions of
this Trust Agreement and take any action to give effect to the
terms of this Trust Agreement and protect and conserve the Trust
Property for the benefit of the Holders (without consideration of
the effect of any such action on any particular Holder); and
provided, however, that nothing in this Section 2.7(a)(ii) shall
require the Property Trustee to take any action that is not
otherwise required in this Trust Agreement.

(b) So long as this Trust Agreement remains in effect, the Issuer Trust
(or the Issuer Trustees or Administrators acting on behalf of the Issuer
Trust) shall not undertake any business, activities or transaction except as
expressly provided herein or contemplated hereby. In particular, neither the
Issuer Trustees nor the Administrators shall (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Holders, except
as expressly provided herein, (iii) take any action that would reasonably be
expected to cause the Issuer Trust to become taxable as a corporation for
United States Federal income tax purposes, (iv) incur any indebtedness for
borrowed money or issue any other debt, or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property.
The Property Trustee shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the
interest of the Issuer Trust or the Holders in their capacity as Holders.

(c) In connection with the issue and sale of the Capital Securities,
the Depositor shall have the right and responsibility to assist the Issuer
Trust with respect to, or effect on behalf of the Issuer Trust, the following
(and any actions taken by the Depositor in furtherance of the following prior
to the date of this Trust Agreement are hereby ratified and confirmed in all
respects):

(i) the preparation and filing by the Issuer Trust, and execution
on behalf of the Issuer Trust, of a registration statement,and a
prospectus in relation to the Capital Securities, including any
amendments thereto and the taking of any action necessary or desirable
to sell the Capital Securities in a transaction or a series of
transactions not exempt from the registration requirements of the
Securities Act;

(ii) the determination of the States in which to take appropriate
action to qualify or register for sale all or part of the Capital
Securities and the determination of any and all such acts, other than
actions that must betaken by or on behalf of the Issuer Trust, and the
advice to the Issuer Trustees of actions they must take on behalf of the
Issuer Trust, and the preparation for execution and filing of any
documents to be executed and filed by the Issuer Trust or on behalf of
the Issuer Trust, as the Depositor deems necessary or advisable in order
to comply with the applicable laws of any such States in connection with
the sale of the Capital Securities;

(iii) the negotiation of the terms of, and the execution and
delivery of, the Underwriting Agreement providing for the sale of the
Capital Securities;

(iv) compliance with the listing requirements of the Capital
Securities upon such securities exchange or exchanges as shall be
determined by the Depositor, the registration of the Capital Securities
under the Exchange Act, if required, and the preparation and filing of
all periodic and other reports and other documents pursuant to the
foregoing; and

(v) the taking of any other actions necessary or desirable to
carry out any of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the Administrators
and the Property Trustee are authorized and directed to conduct the affairs
of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust
will not be deemed to be an "investment company" required to be registered
under the Investment Company Act, and will not be taxable as a corporation
for the United States Federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of the Depositor for
United States Federal income tax purposes. In this connection, the Property
Trustee and the Holders of Common Securities are authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust or
this Trust Agreement, that the Property Trustee and Holders of Common
Securities determine in their discretion to be necessary or desirable for
such purposes, as long as such action does not adversely affect in any
material respect the interests of the holders of the Outstanding Capital
Securities. In no event shall the Administrators or the Issuer Trustees be
liable to the Issuer Trust or the Holders for any failure to comply with this
section that results from a change in law or regulations or in the
interpretation thereof.

SECTION 2.8. Assets of Trust.

The assets of the Issuer Trust shall consist solely of the Trust
Property.

SECTION 2.9. Title to Trust Property.

Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered
by the Property Trustee for the benefit of the Issuer Trust and the Holders
in accordance with this Trust Agreement.

ARTICLE III

PAYMENT ACCOUNT

SECTION 3.1. Payment Account.

(a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and its agents shall
have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from
the Payment Account in accordance with this Trust Agreement. All monies and
other property deposited or held from time to time in the Payment Account
shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Holders and for distribution as herein provided,
including (and subject to) any priority of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Junior Subordinated Debentures.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION

SECTION 4.1. Distributions.

(a) The Trust Securities represent undivided beneficial interests in
the Trust Property, and Distributions (including of Additional Amounts) will
be made on the Trust Securities at the rate and on the dates that payments of
interest (including of Additional Interest, as defined in the Indenture) are
made on the Junior Subordinated Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be cumulative and
will accumulate whether or not there are funds of the Issuer Trust
available for the payment of Distributions. Distributions shall
accumulate from ________, 1998, and, except in the event (and to the
extent) that the Depositor exercises its right to defer the payment of
interest on the Junior Subordinated Debentures pursuant to the
Indenture, shall be payable quarterly in arrears on __________,
__________, __________ and _________ of each year, commencing on
_________, 1998. If any date on which a Distribution is otherwise
payable on the Trust Securities is not a Business Day, then the payment
of such Distribution shall be made on the next succeeding day that is a
Business Day (without any interest or other payment in respect of any
such delay), with the same force and effect as if made on the date on
which such payment was originally payable (each date on which
distributions are payable in accordance with this Section 4.1(a), a
"Distribution Date").

(ii) The Trust Securities shall be entitled to Distributions
payable at a rate of _____% per annum of the Liquidation Amount of the
Trust Securities. The amount of Distributions payable for any period
less than a full Distribution period shall be computed on the basis of a
360-day year of twelve 30-day months and the actual number of days
elapsed in a partial month in a period. Distributions payable for each
full Distribution period will be computed by dividing the rate per annum
by four (4). The amount of Distributions payable for any period shall
include any Additional Amounts in respect of such period.

(iii) So long as no Debenture Event of Default has occurred and
is continuing, the Depositor has the right under the Indenture to defer
the payment of interest on the Junior Subordinated Debentures at any
time and from time to time for a period not exceeding 20 consecutive
quarterly periods (an "Extension Period"), provided that no Extension
Period may extend beyond the stated maturity of the Junior Subordinated
Debentures (as such stated maturity may be shortened in accordance with
the terms of the Indenture). As a consequence of any such deferral,
quarterly Distributions on the Trust Securities by the Issuer Trust will
also be deferred and the amount of Distributions to which Holders of the
Trust Securities are entitled will accumulate additional Distributions
thereon at the rate per annum of _____% per annum, compounded quarterly
from the most recent Distribution payment date on which Distributions
were paid, computed on the basis of a 360-day year of twelve 30-day
months and the actual days elapsed in a partial month in such period.
Additional Distributions payable for each full Distribution period will
be computed by dividing the rate per annum by four (4). The term
"Distributions" as used in Section 4.1 shall include any such additional
Distributions provided pursuant to this Section 4.1(a)(iii).

(iv) Distributions on the Trust Securities shall be made by the
Property Trustee from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Issuer Trust has funds
then on hand and available in the Payment Account for the payment of
such Distributions.

(b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on
the Securities Register for the Trust Securities at the close of business on
the relevant record date, which shall be at the close of business on the 15th
day of the month next preceding the relevant Distribution Date, whether or
not a Business Day.

SECTION 4.2. Redemption.

(a) On each Debenture Redemption Date and on the stated maturity of the
Junior Subordinated Debentures, the Issuer Trust will be required to redeem a
Like Amount of Trust Securities at the Redemption Price.

(b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Security Register. All
notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price, or if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the
estimate of the Redemption Price provided pursuant to the Indenture
together with a statement that it is an estimate and that the actual
Redemption Price will be calculated on the third Business Day prior to
the Redemption Date (and if an estimate is provided, a further notice
shall be sent of the actual Redemption Price on the date, or as soon as
practicable thereafter, that notice of such actual Redemption Price is
received pursuant to the Indenture);

(iii) the CUSIP number or CUSIP numbers of the Capital
Securities affected;

(iv) if less than all the Outstanding Trust Securities are to be
redeemed, the identification and the total Liquidation Amount of the
particular Trust Securities to be redeemed;

(v) that, on the Redemption Date, the Redemption Price will become
due and payable upon each such Trust Security to be redeemed and that
Distributions thereon will cease to accumulate on and after said date,
except as provided in Section 4.2(d) below; and

(vi) the place or places where Trust Securities are to be
surrendered for the payment of the Redemption Price.

The Issuer Trust in issuing the Trust Securities shall use
"CUSIP"numbers, and the Property Trustee shall indicate the "CUSIP" numbers
of the Trust Securities in notices of redemption and related materials as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed on the Trust Securities or as contained in any notice of redemption
and related material.

(c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of Junior Subordinated Debentures. Redemptions of
the Trust Securities shall be made and the Redemption Price shall be payable
on each Redemption Date only to the extent that the Issuer Trust has funds
then on hand and legally available in the Payment Account for the payment of
such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect of
any Capital Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Capital Securities held in book-entry form, irrevocably deposit
with the Clearing Agency for such Capital Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will
give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Capital Securities. With respect to
Capital Securities that are not held in book-entry form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holder of the
Capital Securities upon surrender of their Capital Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the
Securities Register for the Trust Securities on the relevant record dates for
the related Distribution Dates. If notice of redemption shall have been
given and funds deposited as required, then, upon the date of such deposit,
all rights of Holders holding Trust Securities so called for redemption will
cease, except the right of such Holders to receive the Redemption Price and
any Distribution payable in respect of the Trust Securities on or prior to
the Redemption Date, but without interest, and such Securities will cease to
be Outstanding. In the event that any date on which any applicable
Redemption Price is payable is not a Business Day, then payment of the
applicable Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and effect as if
made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld
or refused and not paid either by the Issuer Trust or by the Depositor
pursuant to the Guarantee Agreement, Distributions on such Trust Securities
will continue to accumulate, as set forth in Section 4.1, from the Redemption
Date originally established by the Issuer Trust for such Trust Securities to
the date such applicable Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the applicable Redemption Price.

(e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of such Trust Securities to be redeemed shall be allocated
pro rata to the Common Securities and the Capital Securities based on the
relative Liquidation Amounts of such classes. The particular Capital
Securities to be redeemed shall be selected on a pro rata basis based on
their respective Liquidation Amounts not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Capital
Securities not previously called for redemption, or if the Capital Securities
are then held in the form of a Global Capital Security in accordance with the
customary procedures for the Clearing Agency. The Property Trustee shall
promptly notify the Securities Registrar in writing of the Capital Securities
selected for redemption and, in the case of any Capital Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For
all purposes of this Trust Agreement, unless the context otherwise requires,
all provisions relating to the redemption of Capital Securities shall relate,
in the case of any Capital Securities redeemed or to be redeemed only in
part, to the portion of the aggregate Liquidation Amount of Capital
Securities that has been or is to be redeemed.

SECTION 4.3. Subordination of Common Securities.

(a) Payment of Distributions (including Additional Amounts, if
applicable) on, the Redemption Price of, and the Liquidation Distribution in
respect of, the Trust Securities, as applicable, shall be made, subject to
Section 4.2(e), pro rata among the Common Securities and the Capital
Securities based on the Liquidation Amount of such Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any
Event of Default resulting from a Debenture Event of Default in Section
5.1(a) or 5.1(b) of the Indenture shall have occurred and be continuing, no
payment of any Distribution (including any Additional Amounts) on, Redemption
Price of, or Liquidation Distribution in respect of, any Common Security, and
no other payment on account of the redemption, liquidation or other
acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including any Additional
Amounts) on all Outstanding Capital Securities for all Distribution periods
terminating on or prior thereto, or, in the case of payment of the Redemption
Price, the full amount of such Redemption Price on all Outstanding Capital
Securities then called for redemption, or in the case of payment of the
Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Capital Securities, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including any
Additional Amounts) on, the Redemption Price of, or the Liquidation
Distribution in respect of Capital Securities then due and payable. The
existence of an Event of Default does not entitle the Holders of Trust
Securities to accelerate the maturity thereof.

(b) In the case of the occurrence of any Event of Default resulting
from any Debenture Event of Default, the Holder of the Common Securities
shall have no right to act with respect to any such Event of Default under
this Trust Agreement until the effects of all such Events of Default with
respect to the Capital Securities have been cured, waived or otherwise
eliminated. Until all such Events of Default under this Trust Agreement with
respect to the Capital Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Capital Securities and not on behalf of the Holder of the Common
Securities, and only the Holders of the Capital Securities will have the
right to direct the Property Trustee to act on their behalf.

SECTION 4.4. Payment Procedures.

Payments of Distributions (including any Additional Amounts) in respect
of the Capital Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities
Register or, if the Capital Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which will credit the relevant accounts on the applicable Distribution
Dates. Payments of Distributions to Holders of $1,000,000 or more in
aggregate Liquidation Amount of Capital Securities may be made by wire
transfer of immediately available funds upon written request of such Holder
to the Securities Registrar not later than 15 calendar days prior to the date
on which the Distribution is payable. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between
the Property Trustee and the Holder of the Common Securities.

SECTION 4.5. Tax Returns and Reports.

The Administrators shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States Federal, state and local tax
and information returns and reports required to be filed by or in respect of
the Issuer Trust. In this regard, the Administrators shall (a) prepare and
file (or cause to be prepared and filed) all Internal Revenue Service forms
required to be filed in respect of the Issuer Trust in each taxable year of
the Issuer Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Holder all Internal Revenue Service forms required to be
provided by the Issuer Trust. The Administrators shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Issuer Trustees shall comply with
United States Federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to Holders
under the Trust Securities.

On or before December 15 of each year during which any Capital
Securities are Outstanding, the Administrators shall furnish to the Property
Trustee such information as may be reasonably requested by the Property
Trustee in order that the Property Trustee may prepare the information which
it is required to report for such year on Internal Revenue Service Forms 1096
and 1099 pursuant to Section 6049 of the Code. Such information shall
include the amount of original issue discount includible in income for each
Outstanding Capital Security during such year.

SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust.

Upon receipt under the Junior Subordinated Debentures of Additional
Sums, the Property Trustee shall promptly pay, or cause the Administrators to
pay in connection with the filing of any tax returns or reports pursuant to
Section 4.5, any taxes, duties or governmental charges of whatsoever nature
(other than withholding taxes) imposed on the Issuer Trust by the United
States or any other taxing authority.

SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.

Any amount payable hereunder to any Holder of Capital Securities shall
be reduced by the amount of any corresponding payment such Holder has
directly received pursuant to Section 5.8 of the Indenture or Section 5.13 of
this Trust Agreement.

SECTION 4.8. Liability of the Holder of Common Securities.

The Holder of Common Securities shall be liable for the debts and
obligations of the Issuer Trust as set forth in Section 6.7 of the Indenture
regarding allocation of expenses.

ARTICLE V

TRUST SECURITIES CERTIFICATES

SECTION 5.1. Initial Ownership.

Upon the creation of the Issuer Trust and the contribution by the
Depositor pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are Outstanding,
the Depositor shall be the sole beneficial owner of the Issuer Trust.

SECTION 5.2. The Trust Securities Certificates.

(a) The Trust Securities Certificates shall be issued in multiples of
$25 and shall be executed on behalf of the Issuer Trust by manual or
facsimile signature of at least one Administrator. Trust Securities
Certificates bearing the manual signatures of individuals who were, at the
time when such signatures shall have been affixed, authorized to sign on
behalf of the Issuer Trust, shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date
of delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Section 5.5.

(b) Upon their original issuance, Capital Securities Certificates shall
be issued in the form of one or more fully registered Global Capital
Securities Certificates which will be deposited with or on behalf of the
Depositary and registered in the name of the Depositary's nominee. Unless
and until it is exchangeable in whole or in part for the Capital Securities
in definitive form, a global security 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 of such Depositary or a nominee
of such successor.

(c) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive
Common Securities Certificate.

SECTION 5.3. Execution and Delivery of Trust Securities Certificates.

At the Closing Date, and on the date, if any, on which the Underwriters
exercise their option to purchase additional Capital Securities pursuant to
the terms of the Underwriting Agreement, as applicable, at least one of the
Administrators shall cause Trust Securities Certificates, in an aggregate
Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on
behalf of the Issuer Trust by manual or facsimile signature and delivered to
the Property Trustee and upon such delivery the Property Trustee shall
manually authenticate upon the written order of the Depositor such Trust
Securities Certificates and deliver such Trust Securities Certificates upon
the written order of the Depositor, executed by two authorized officers
thereof, without further corporate action by the Depositor, in authorized
denominations.

SECTION 5.4. Global Capital Security.

(a) Any Global Capital Security issued under this Trust Agreement shall
be registered in the name of the nominee of the Clearing Agency and delivered
to such custodian therefor, and such Global Capital Security shall constitute
a single Capital Security for all purposes of this Trust Agreement.

(b) Notwithstanding any other provision in this Trust Agreement, a
Global Capital Security may not be exchanged in whole or in part for Capital
Securities registered, and no transfer of the Global Capital Security in
whole or in part may be registered, in the name of any Person other than the
Clearing Agency for such Global Capital Security, or its nominee thereof
unless (i) such Clearing Agency advises the Property Trustee in writing that
such Clearing Agency is no longer willing or able to properly discharge its
responsibilities as Clearing Agency with respect to such Global Capital
Security or if it ceases to be a Clearing Agency under the Exchange Act, and
the Depositor is unable to locate a qualified successor within 90 days after
receiving such notice or becoming aware that the Depositary is no longer so
registered, (ii) the Issuer Trust at its option advises the Depositary in
writing that it elects to terminate the book-entry system through the
Clearing Agency, or (iii) there shall have occurred and be continuing an
Event of Default.

(c) If a Capital Security is to be exchanged in whole or in part for a
beneficial interest in a Global Capital Security, then either (i) such Global
Capital Security shall be so surrendered for exchange or cancellation as
provided in this Article V or (ii) the aggregate Liquidation Amount thereof
shall be reduced or increased by an amount equal to the portion thereof to be
so exchanged or cancelled or equal to the Liquidation Amount of such other
Capital Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any
such surrender or adjustment of a Global Capital Security by the Clearing
Agency, accompanied by registration instructions, the Property Trustee shall,
subject to Section 5.4(b) and as otherwise provided in this Article V,
authenticate and deliver any Capital Securities issuable in exchange for such
Global Capital Security (or any portion thereof) in accordance with the
instructions of the Clearing Agency. The Property Trustee shall not be
liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be fully protected in relying on, such instructions.

(d) Every Capital Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Capital Security or any portion thereof, whether pursuant to this Article V
or Article IV or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Capital Security, unless such Global Capital
Security is registered in the name of a Person other than the Clearing Agency
for such Global Capital Security or a nominee thereof.

(e) The Clearing Agency or its nominee, as the registered owner of a
Global Capital Security, shall be considered the Holder of the Capital
Securities represented by such Global Capital Security for all purposes under
this Trust Agreement and the Capital Securities, and owners of beneficial
interests in such Global Capital Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall
not be entitled to receive physical delivery of any such Capital Securities
in definitive form and shall not be considered the Holders thereof under this
Trust Agreement. Accordingly, any such owner's beneficial interest in the
Global Capital Security shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by the Clearing
Agency or its nominee. Neither the Property Trustee nor the Securities
Registrar shall have any liability in respect of any transfers effected by
the Clearing Agency.

(f) The rights of owners of beneficial interests in a Global Capital
Security shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such owners and
the Clearing Agency.

SECTION 5.5. Registration of Transfer and Exchange Generally; Certain
Transfers and Exchanges; Capital Securities Certificates.

(a) The Property Trustee shall keep or cause to be kept at its
Corporate Trust Office a register or registers for the purpose of registering
Capital Securities Certificates and transfers and exchanges of Capital
Securities Certificates in which the registrar and transfer agent with
respect to the Capital Securities (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.11 in the case of Common Securities
Certificates) and registration of transfers and exchanges of Capital
Securities Certificates as herein provided. Such register is herein
sometimes referred to as the "Securities Register." The Property Trustee is
hereby appointed "Securities Registrar" for the purpose of registering
Capital Securities and transfers of Capital Securities as herein provided.

Upon surrender for registration of transfer of any Capital Security at
the offices or agencies of the Property Trustee designated for that purpose
an Administrator shall execute, and the Property Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Capital Securities of the same series of any authorized
denominations of like tenor and aggregate Liquidation Amount and bearing such
legends as may be required by this Trust Agreement.

At the option of the Holder, Capital Securities may be exchanged for
other Capital Securities of any authorized denominations, of like tenor and
aggregate Liquidation Amount and bearing such legends as may be required by
this Trust Agreement, upon surrender of the Capital Securities to be
exchanged as such office or agency. Whenever any securities are so
surrendered for exchange, an Administrator shall execute and the Property
Trustee shall authenticate and deliver the Capital Securities that the Holder
making the exchange is entitled to receive.

All Capital Securities issued upon any transfer or exchange of Capital
Securities shall be the valid obligations of the Issuer Trust, evidencing the
same debt, and entitled to the same benefits under this Trust Agreement, as
the Capital Securities surrendered upon such transfer or exchange.

Every Capital Security presented or surrendered for transfer or exchange
shall (if so required by the Property Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing.

No service charge shall be made to a Holder for any transfer or exchange
of Capital Securities, but the Property Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Capital Securities.

Neither the Issuer Trust nor the Property Trustee shall be required,
pursuant to the provisions of this Section, (i) to issue, register the
transfer of or exchange any Capital Security during a period beginning at the
opening of business 15 days before the day of selection for redemption of
Capital Securities pursuant to Article IV and ending at the close of business
on the day of mailing of the notice of redemption, or (ii) to register the
transfer of or exchange any Capital Security so selected for redemption in
whole or in part, except, in the case of any such Capital Security to be
redeemed in part, any portion thereof not to be redeemed.

(b) Certain Transfers and Exchanges. Trust Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Trust Agreement. To the fullest extent permitted by law,
any transfer or purported transfer of any Trust Security not made in
accordance with this Trust Agreement shall be null and void.

(i) Non Global Security to Non Global Security. A Capital
Security that is not a Global Capital Security may be transferred, in
whole or in part, to a Person who takes delivery in the form of another
Trust Security that is not a Global Security as provided in Section
5.5(a).

(ii) Free Transferability. Subject to this Section 5.5, Capital
Securities shall be freely transferable.

(iii) Exchanges Between Global Capital Security and Non-Global
Capital Security. A beneficial interest in a Global Capital Security
may be exchanged for a Capital Security that is not a Global Capital
Security as provided in Section 5.4.

SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrators such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona
fide purchaser, the Administrators, or any one of them, on behalf of the
Issuer Trust shall execute and make available for delivery, and the Property
Trustee shall authenticate, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection
with the issuance of any new Trust Securities Certificate under this Section,
the Administrators or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Trust Securities Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Issuer Trust corresponding
to that evidenced by the lost, stolen or destroyed Trust Certificate, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

SECTION 5.7. Persons Deemed Holders.

The Issuer Trustees or the Securities Registrar shall treat the Person
in whose name any Trust Securities are issued as the owner of such Trust
Securities for the purpose of receiving Distributions and for all other
purposes whatsoever, and none of the Issuer Trustees, the Administrators nor
the Securities Registrar shall be bound by any notice to the contrary.

SECTION 5.8. Access to List of Holders' Names and Addresses.

Each Holder and each Owner shall be deemed to have agreed not to hold
the Depositor, the Property Trustee, or the Administrators accountable by
reason of the disclosure of its name and address, regardless of the source
from which such information was derived.

SECTION 5.9. Maintenance of Office or Agency.

The Property Trustee shall designate, with the consent of the
Administrators, which consent shall not be unreasonably withheld, an office
or offices or agency or agencies where Capital Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
Corporate Trust Office at 101 Barclay Street, Floor 21 West, New York, NY
10286, Attention: Corporate Trust Administration, as its corporate trust
office for such purposes. The Property Trustee shall give prompt written
notice to the Depositor, the Administrators and to the Holders of any change
in the location of the Securities Register or any such office or agency.

SECTION 5.10. Appointment of Paying Agent.

The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrators. Any Paying Agent shall have the revocable
power to withdraw funds from the Payment Account solely for the purpose of
making the Distributions referred to above. The Property Trustee may revoke
such power and remove any Paying Agent in its sole discretion. The Paying
Agent shall initially be the Property Trustee. Any Person acting as Paying
Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Administrators and the Property Trustee. In the event that the
Property Trustee shall no longer be the Paying Agent or a successor Paying
Agent shall resign or its authority to act be revoked, the Property Trustee
shall appoint a successor (which shall be a bank or trust company) that is
reasonably acceptable to the Administrators to act as Paying Agent. Such
successor Paying Agent or any additional Paying Agent appointed by the
Property Trustee shall execute and deliver to the Issuer Trustees an
instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Issuer Trustees that as Paying Agent, such successor
Paying Agent or additional Paying Agent will hold all sums, if any, held by
it for payment to the Holders in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders. The Paying
Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in
its possession to the Property Trustee. The provisions of Sections 8.1, 8.3
and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for
so long as the Bank shall act as Paying Agent and, to the extent applicable,
to any other paying agent appointed hereunder. Any reference in this Trust
Agreement to the Paying Agent shall include any co-paying agent chosen by the
Property Trustee unless the context requires otherwise.

SECTION 5.11. Ownership of Common Securities by Depositor.

At the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the
Common Securities, and the Depositor or any such successor Holder may
transfer the Common Securities only (i) in connection with a consolidation or
merger of the Depositor into another Person or any conveyance, transfer or
lease by the Depositor of its properties and assets substantially as an
entirety to any Person, pursuant to Section 8.1 of the Indenture, or (ii) to
an Affiliate of the Depositor in compliance with applicable law (including
the Securities Act and applicable state securities and blue sky laws). To
the fullest extent permitted by law, any attempted transfer of the Common
Securities, other than as set forth in the immediately preceding sentence,
shall be void. The Administrators shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF
THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT."

SECTION 5.12. Notices to Clearing Agency.

To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Capital Securities are
represented by a Global Capital Securities Certificate, the Administrators
and the Issuer Trustees shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

SECTION 5.13. Rights of Holders.

(a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9,
and the Holders shall not have any right or title therein other than the
undivided beneficial ownership interest in the assets of the Issuer Trust
conferred by their Trust Securities and they shall have no right to call for
any partition or division of property, profits or rights of the Issuer Trust
except as described below. The Trust Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or similar rights
and when issued and delivered to Holders against payment of the purchase
price therefor, as provided herein, will be fully paid and nonassessable by
the Issuer Trust. Except as otherwise provided in Section 4.8, the Holders
of the Trust Securities, in their capacities as such, shall be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

(b) For so long as any Capital Securities remain Outstanding, if, upon
a Debenture Event of Default, the Debt Securities Trustee fails or the
holders of not less than 25% in principal amount of the outstanding Junior
Subordinated Debentures fail to declare the principal of all of the Junior
Subordinated Debentures to be immediately due and payable, the Holders of at
least 25% in Liquidation Amount of the Capital Securities then Outstanding
shall have such right to make such declaration by a notice in writing to the
Property Trustee, the Depositor and the Debt Securities Trustee.

At any time after such a declaration of acceleration with respect to the
Junior Subordinated Debentures has been made and before a judgment or decree
for payment of the money due has been obtained by the Debt Securities Trustee
as provided in the Indenture, the Holders of a Majority in Liquidation Amount
of the Capital Securities, by written notice to the Property Trustee, the
Depositor and the Debt Securities Trustee, may rescind and annul such
declaration and its consequences if:

(i) the Depositor has paid or deposited with the Debt Securities
Trustee a sum sufficient to pay

(A) all overdue installments of interest on all of the Junior
Subordinated Debentures,

(B) any accrued Additional Interest on all of the Junior
Subordinated Debentures,

(C) the principal of (and premium, if any, on) any Junior
Subordinated Debentures which have become due otherwise than by
such declaration of acceleration and interest and Additional
Interest thereon at the rate borne by the Junior Subordinated
Debentures, and

(D) all sums paid or advanced by the Debt Securities Trustee
under the Indenture and the reasonable compensation, expenses,
disbursements and advances of the Debt Securities Trustee and the
Property Trustee, their agents and counsel; and

(ii) all Events of Default with respect to the Junior Subordinated
Debentures, other than the non-payment of the principal of the Junior
Subordinated Debentures which has become due solely by such
acceleration, have been cured or waived as provided in Section 5.13 of
the Indenture.

If the Property Trustee fails to annul any such declaration and waive
such default, the Holders of at least a Majority in Liquidation Amount of the
Capital Securities shall also have the right to rescind and annul such
declaration and its consequences by written notice to the Depositor, the
Property Trustee and the Debt Securities Trustee, subject to the satisfaction
of the conditions set forth in Clause (i) and (ii) of this Section 5.13(b).

The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debt Securities
Trustee) or a default in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Junior Subordinated Debentures. No such rescission shall
affect any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Capital
Securities all or part of which is represented by Global Capital Securities,
a record date shall be established for determining Holders of Outstanding
Capital Securities entitled to join in such notice, which record date shall
be at the close of business on the day the Property Trustee receives such
notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or
not such Holders remain Holders after such record date; provided, that,
unless such declaration of acceleration, or rescission and annulment, as the
case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day which is 90 days
after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing
in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new
record date shall be established pursuant to the provisions of this Section
5.13(b).

(c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 5.01(a) or 5.01(b) of the Indenture, any Holder of Capital Securities
shall have the right to institute a proceeding directly against the
Depositor, pursuant to Section 5.01 of the Indenture, for enforcement of
payment to such Holder of the principal amount of or interest on Junior
Subordinated Debentures having an aggregate principal amount equal to the
aggregate Liquidation Amount of the Capital Securities of such Holder (a
"Direct Action"). Except as set forth in Sections 5.13(b) and 5.13(c), the
Holders of Capital Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Junior
Subordinated Debentures.

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

SECTION 6.1. Limitations on Holder's Voting Rights.

(a) Except as provided in this Trust Agreement and in the Indenture and
as otherwise required by law, no Holder of Capital Securities shall have any
right to vote or in any manner otherwise control the administration,
operation and management of the Issuer Trust or the obligations of the
parties hereto, nor shall anything herein set forth or contained in the terms
of the Trust Securities Certificates be construed so as to constitute the
Holders from time to time as members of an association.

(b) So long as any Junior Subordinated Debentures are held by the
Property Trustee on behalf of the Issuer Trust, the Property Trustee shall
not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debt Securities Trustee, or executing any trust
or power conferred on the Property Trustee with respect to such Junior
Subordinated Debentures, (ii) waive any past default that may be waived under
Section 5.10 of the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Junior Subordinated Debentures
shall be due and payable or (iv) consent to any amendment, modification or
termination of the Indenture or the Junior Subordinated Debentures, where
such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a Majority in Liquidation Amount of the
Capital Securities, provided, however, that where a consent under the
Indenture would require the consent of each Holder of Junior Subordinated
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Capital
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of Capital Securities, except
by a subsequent vote of the Holders of Capital Securities. The Property
Trustee shall notify all Holders of the Capital Securities of any notice of
default received with respect to the Junior Subordinated Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Capital
Securities, prior to taking any of the foregoing actions, the Property
Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that such action will not cause the
Issuer Trust to be taxable as a corporation for United States Federal income
tax purposes.

(c) If any proposed amendment to the Trust Agreement provides for, or
the Issuer Trust otherwise proposes to effect, (i) any action that would
adversely affect in any material respect the interests, powers, preferences
or special rights of the Capital Securities, whether by way of amendment to
the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or
termination of the Issuer Trust, other than pursuant to the terms of this
Trust Agreement, then the Holders of Outstanding Capital Securities as a
class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in Liquidation Amount of the Capital
Securities.

SECTION 6.2. Notice of Meetings.

Notice of all meetings of the Holders, stating the time, place and
purpose of the meeting, shall be given by the Property Trustee pursuant to
Section 10.8 to each Holder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not
stated in the notice of the meeting. Any adjourned meeting may be held as
adjourned without further notice.

SECTION 6.3. Meetings of Holders.

No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of Holders to vote on any matter upon
the written request of the Holders of record of 25% of the aggregate
Liquidation Amount of the Capital Securities and the Administrators or the
Property Trustee may, at any time in their discretion, call a meeting of
Holders of Capital Securities to vote on any matters as to which Holders are
entitled to vote.

Holders of at least a Majority in Liquidation Amount of the Capital
Securities, present in person or represented by proxy, shall constitute a
quorum at any meeting of Holders of the Capital Securities.

If a quorum is present at a meeting, an affirmative vote by the Holders
of record present, in person or by proxy, holding Capital Securities
representing at least a Majority in Liquidation Amount of the Capital
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of Capital Securities,
unless this Trust Agreement requires a greater number of affirmative votes.

SECTION 6.4. Voting Rights.

Holders shall be entitled to one vote for each $25 of Liquidation Amount
represented by their Outstanding Trust Securities in respect of any matter as
to which such Holders are entitled to vote.

SECTION 6.5. Proxies, etc.

At any meeting of Holders, any Holder entitled to vote thereat may vote
by proxy, provided that no proxy shall be voted at any meeting unless it
shall have been placed on file with the Property Trustee, or with such other
officer or agent of the Issuer Trust as the Property Trustee may direct, for
verification prior to the time at which such vote shall be taken. Pursuant
to a resolution of the Property Trustee, proxies may be solicited in the name
of the Property Trustee or one or more officers of the Property Trustee.
Only Holders of record shall be entitled to vote. When Trust Securities are
held jointly by several Persons, any one of them may vote at any meeting in
person or by proxy in respect of such Trust Securities, but if more than one
of them shall be present at such meeting in person or by proxy, and such
joint owners or their proxies so present disagree as to any vote to be cast,
such vote shall not be received in respect of such Trust Securities. A proxy
purporting to be executed by or on behalf of a Holder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. No proxy shall be valid more than
three years after its date of execution.

SECTION 6.6. Holder Action by Written Consent.

Any action which may be taken by Holders at a meeting may be taken
without a meeting if Holders holding at least a Majority in Liquidation
Amount of all Trust Securities entitled to vote in respect of such action (or
such larger proportion thereof as shall be required by any other provision of
this Trust Agreement) shall consent to the action in writing.

SECTION 6.7. Record Date for Voting and Other Purposes.

For the purposes of determining the Holders who are entitled to notice
of and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrators or Property Trustee may from time to time
fix a date, not more than 90 days prior to the date of any meeting of Holders
or the payment of a distribution or other action, as the case may be, as a
record date for the determination of the identity of the Holders of record
for such purposes.

SECTION 6.8. Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given,
made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing; and, except as otherwise expressly
provided herein, such action shall become effective when such instrument or
instruments are delivered to the Property Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Trust Agreement and (subject to Section 8.1) conclusive in favor of the
Issuer Trustees, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or
by a certificate of a notary public or other officer authorized by law to
take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which any Issuer Trustee or Administrator
receiving the same deems sufficient.

The ownership of Trust Securities shall be proved by the Securities
Register.

Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust Security shall bind every future
Holder of the same Trust Security and the Holder of every Trust Security
issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done
by the Issuer Trustees, the Administrators or the Issuer Trust in reliance
thereon, whether or not notation of such action is made upon such Trust
Security.

Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

If any dispute shall arise among the Holders, the Administrators or the
Issuer Trustees with respect to the authenticity, validity or binding nature
of any request, demand, authorization, direction, consent, waiver or other
Act of such Holder or Issuer Trustee under this Article VI, then the
determination of such matter by the Property Trustee shall be conclusive with
respect to such matter.

SECTION 6.9. Inspection of Records.

Upon reasonable notice to the Administrators and the Property Trustee,
the records of the Issuer Trust shall be open to inspection by Holders during
normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.1. Representations and Warranties of the Property Trustee and
the Delaware Trustee.

The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

(a) The Property Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of New
York,with trust power and authority to execute and deliver, and to carry out
and perform its obligations under the terms of this Trust Agreement.

(b) The execution, delivery and performance by the Property Trustee of
this Trust Agreement have been duly authorized by all necessary corporate
action on the part of the Property Trustee; and this Trust Agreement has been
duly executed and delivered by the Property Trustee, and constitutes a legal,
valid and binding obligation of the Property Trustee, enforceable against it
in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law).

(c) The Delaware Trustee is duly organized, validly existing and in
good standing as a banking corporation under the laws of the State of
Delaware, with trust power and authority to execute and deliver, and to carry
out and perform its obligations under the terms of, the Trust Agreement.

(d) The execution, delivery and performance by the Delaware Trustee of
this Trust Agreement have been duly authorized by all necessary corporate
action on the part of the Delaware Trustee; and this Trust Agreement has been
duly executed and delivered by the Delaware Trustee, and constitutes a legal,
valid and binding obligation of the Delaware Trustee, enforceable against it
in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' right generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law).

(e) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

(f) The Property Trustee is a national- or state-chartered bank and has
capital and surplus of at least $50,000,000.

SECTION 7.2. Representations and Warranties of Depositor.

The Depositor hereby represents and warrants for the benefit of the
Holders that:

(a) the Trust Securities Certificates issued at the Closing Date on
behalf of the Issuer Trust have been duly authorized and will have been duly
and validly executed, issued and delivered by the Issuer Trustees pursuant to
the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement, and the Holders will be, as of each such date, entitled to
the benefits of this Trust Agreement; and

(b) there are no taxes, fees or other governmental charges payable by
the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under
the laws of the State of Delaware or any political subdivision thereof in
connection with the execution, delivery and performance by either the
Property Trustee or the Delaware Trustee, as the case may be, of this Trust
Agreement.

ARTICLE VIII

THE ISSUER TRUSTEES; THE ADMINISTRATORS

SECTION 8.1. Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Issuer Trustees and the
Administrators shall be as provided by this Trust Agreement and, in the case
of the Property Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require the Issuer
Trustees or the Administrators to expend or risk their own funds or otherwise
incur any financial liability in the performance of any of their duties
hereunder, or in the exercise of any of their rights or powers, if they shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Issuer Trustees or the Administrators shall be
subject to the provisions of this Section. Nothing in this Trust Agreement
shall be construed to release an Administrator from liability for its own
grossly negligent action, its own grossly negligent failure to act, or its
own willful misconduct. To the extent that, at law or in equity, an Issuer
Trustee or Administrator has duties and liabilities relating to the Issuer
Trust or to the Holders, such Issuer Trustee or Administrator shall not be
liable to the Issuer Trust or to any Holder for such Issuer Trustee's or
Administrator's good faith reliance on the provisions of this Trust
Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Issuer Trustees and Administrators
otherwise existing at law or in equity, are agreed by the Depositor and the
Holders to replace such other duties and liabilities of the Issuer Trustees
and Administrators.

(b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms
hereof. Each Holder, by its acceptance of a Trust Security, agrees that it
will look solely to the revenue and proceeds from the Trust Property to the
extent legally available for distribution to it as herein provided and that
neither the Issuer Trustees nor the Administrators are personally liable to
it for any amount distributable in respect of any Trust Security or for any
other liability in respect of any Trust Security. This Section 8.1(b) does
not limit the liability of the Issuer Trustees expressly set forth elsewhere
in this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

(c) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied
covenants shall be read into this Trust Agreement against the Property
Trustee. If an Event of Default has occurred (that has not been cured or
waived pursuant to Section 5.13 of the Indenture), the Property Trustee shall
enforce this Trust Agreement for the benefit of the Holders and shall
exercise such of the rights and powers vested in it by this Trust Agreement,
and use the same degree of care and skill in its exercise thereof, as a
prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

(d) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Property Trustee shall
be determined solely by the express provisions of this Trust
Agreement (including pursuant to Section 10.10), and the Property
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Trust
Agreement (including pursuant to Section 10.10); and

(B) in the absence of bad faith on the part of the Property
Trustee, the Property Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to
the Property Trustee and conforming to the requirements of this
Trust Agreement; but in the case of any such certificates or
opinions that by any provision hereof or of the Trust Indenture Act
are specifically required to be furnished to the Property Trustee,
the Property Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Trust Agreement;

(ii) the Property Trustee shall not be liable for any error of
judgment made in good faith by an authorized officer of the Property
Trustee, unless it shall be proved that the Property Trustee was
negligent in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of at least a Majority in
Liquidation Amount of the Capital Securities relating to the time,
method and place of conducting any proceeding for any remedy available
to the Property Trustee, or exercising any trust or power conferred upon
the Property Trustee under this Trust Agreement;

(iv) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Junior Subordinated
Debentures and the Payment Account shall be to deal with such property
in a similar manner as the Property Trustee deals with similar property
for its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Trust Agreement
and the Trust Indenture Act;

(v) the Property Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree with the
Depositor; and money held by the Property Trustee need not be segregated
from other funds held by it except in relation to the Payment Account
maintained by the Property Trustee pursuant to Section 3.1 and except to
the extent otherwise required by law;

(vi) the Property Trustee shall not be responsible for monitoring
the compliance by the Administrators or the Depositor with their
respective duties under this Trust Agreement, nor shall the Property
Trustee be liable for the default or misconduct of any other Issuer
Trustee, the Administrators or the Depositor; and

(vii) no provision of this Trust Agreement shall require the
Property Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if the Property Trustee
shall have reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of
this Trust Agreement or adequate indemnity against such risk or
liability is not reasonably assured to it.

(e) The Administrators shall not be responsible for monitoring the
compliance by the Issuer Trustees or the Depositor with their respective
duties under this Trust Agreement, nor shall either Administrator be liable
for the default or misconduct of any other Administrator, the Issuer Trustees
or the Depositor.

SECTION 8.2. Certain Notices.

Within ten Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Holders and the Administrators,
unless such Event of Default shall have been cured or waived.

Within ten Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Junior
Subordinated Debentures pursuant to the Indenture, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.8, notice of
such exercise to the Holders and the Administrators, unless such exercise
shall have been revoked.

SECTION 8.3. Certain Rights of Property Trustee.

Subject to the provisions of Section 8.1:

(a) the Property Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting in good faith upon any
resolution, Opinion of Counsel, certificate, written representation of a
Holder or transferee, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers' Certificate;

(c) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
re-recording, refiling or registration thereof;

(d) the Property Trustee may consult with counsel of its own choosing
(which counsel may be counsel to the Depositor or any of its Affiliates, and
may include any of its employees) and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken
suffered or omitted by it hereunder in good faith and in reliance thereon and
in accordance with such advice, such counsel may be counsel to the Depositor
or any of its Affiliates, and may include any of its employees; the Property
Trustee shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent
jurisdiction;

(e) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Holders pursuant to this Trust Agreement, unless
such Holders shall have offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; provided, that
nothing contained in this Section 8.3(e) shall be taken to relieve the
Property Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Trust
Agreement;

(f) the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

(g) the Property Trustee may execute any of the trusts or powers
hereunder or perform any of its duties hereunder either directly or by or
through its agents or attorneys, provided that the Property Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;

(h) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the
Property Trustee (i) may request instructions from the Holders (which
instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action), (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions are received, and
(iii) shall be fully protected in acting in accordance with such
instructions;

(i) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement. No provision of
this Trust Agreement shall be deemed to impose any duty or obligation on any
Issuer Trustee or Administrator to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to any Issuer Trustee
or Administrator shall be construed to be a duty;

(j) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action
or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the Holders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action
to be taken and the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Depositor; provided, however, that if
the Property Trustee does not receive such instructions of the Depositor
within ten Business Days after it has delivered such notice, or such
reasonably shorter period of time set forth in such notice (which to the
extent practicable shall not be less than two Business Days), it may, but
shall be under no duty to, take or refrain from taking such action not
inconsistent with this Trust Agreement as it shall deem advisable and in the
best interests of the Holders, in which event the Property Trustee shall have
no liability except for its own bad faith, negligence or willful misconduct;

(k) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence
of bad faith on its part, request and conclusively rely upon an Officers'
Certificate which, upon receipt of such request, shall be promptly delivered
by the Depositor or the Administrator;

(l) when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended
to constitute expenses of administration under any bankruptcy law or law
relating to creditors rights generally; and

(m) the Property Trustee shall not be charged with knowledge of an
Event of Default unless such Event of Default has occurred as a result of the
act or failure to act of the Property Trustee, a Responsible Officer of the
Property Trustee obtains actual knowledge of such event or the Property
Trustee receives written notice of such event from Securityholders at least
25% of the outstanding Trust Securities (based upon Liquidation Amount).

SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Issuer Trust, and the Issuer Trustees
and the Administrators do not assume any responsibility for their
correctness. The Issuer Trustees and the Administrators shall not be
accountable for the use or application by the Depositor of the proceeds of
the Junior Subordinated Debentures.

SECTION 8.5. May Hold Securities.

The Administrators, any Issuer Trustee or any other agent of any Issuer
Trustee or the Issuer Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and, subject to Sections 8.8
and 8.13, and except as provided in the definition of the term "Outstanding"
in Article I, may otherwise deal with the Issuer Trust with the same rights
it would have if it were not an Administrator, Issuer Trustee or such other
agent.

SECTION 8.6. Compensation; Indemnity; Fees.

The Depositor, as borrower, agrees:

(a) to pay to the Issuer Trustees from time to time such reasonable
compensation for all services rendered by them hereunder as the parties shall
agree from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

(b) to reimburse the Issuer Trustees upon request for all reasonable
expenses, disbursements and advances incurred or made by the Issuer Trustees
in accordance with any provision of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to their negligence or willful misconduct; and

(c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Administrator, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee
or agent of the Issuer Trust, (referred to herein as an "Indemnified Person")
from and against any loss, damage, liability, tax, penalty, expense or claim
of any kind or nature whatsoever incurred by such Indemnified Person arising
out of or in connection with the creation, operation or dissolution of the
Issuer Trust or any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Issuer Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Trust Agreement, except that no
Indemnified Person (other than an Administrator) shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of negligence or willful misconduct with respect
to such acts or omissions, and further provided that no Administrator shall
be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Administrator by reason of gross negligence or willful
misconduct with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the earlier resignation or removal of any Issuer Trustee.

No Issuer Trustee may claim any lien or charge on any Trust Property as
a result of any amount due pursuant to this Section 8.6.

The Depositor, any Administrator and any Issuer Trustee (subject to
Section 8.8) may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Issuer Trust, and the Issuer Trust and the
Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive
with the business of the Issuer Trust, shall not be deemed wrongful or
improper. Neither the Depositor, any Administrator, nor any Issuer Trustee
shall be obligated to present any particular investment or other opportunity
to the Issuer Trust even if such opportunity is of a character that, if
presented to the Issuer Trust, could be taken by the Issuer Trust, and the
Depositor, any Administrator or any Issuer Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Issuer Trustee may engage or be interested in any financial or other
transaction with the Depositor or any Affiliate of the Depositor, or may act
as depository for, trustee or agent for, or act on any committee or body of
holders of, securities or other obligations of the Depositor or its
Affiliates.

In the event that the Property Trustee is also acting as Paying Agent or
Securities Registrar hereunder, the rights and protections afforded to the
Property Trustee pursuant to this Article VIII shall also be afforded to such
Paying Agent or Securities Registrar.

SECTION 8.7. Corporate Property Trustee Required; Eligibility of
Trustees and Administrators.

(a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that
is a national- or state-chartered bank and eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time the Property Trustee with respect to the Trust Securities
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

(b) There shall at all times be one or more Administrators hereunder.
Each Administrator shall be either a natural person who is at least 21 years
of age or a legal entity that shall act through one or more persons
authorized to bind that entity. An employee, officer or Affiliate of the
Depositor may serve as an Administrator.

(c) There shall at all times be a Delaware Trustee. The Delaware
Trustee shall either be (i) a natural person who is at least 21 years of age
and a resident of the State of Delaware or (ii) a legal entity with its
principal place of business in the State of Delaware and that otherwise meets
the requirements of applicable Delaware law that shall act through one or
more persons authorized to bind such entity.

SECTION 8.8. Conflicting Interests.

(a) If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and
this Trust Agreement.

(b) The Guarantee Agreement and the Indenture shall be deemed to be
sufficiently described in this Trust Agreement for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture Act.

SECTION 8.9. Co-Trustees and Separate Trustee.

Unless an Event of Default shall have occurred and be continuing, at
anytime or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Property Trustee shall have power to
appoint, and upon the written request of the Property Trustee, the Depositor
and the Administrators shall for such purpose join with the Property Trustee
in the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of
all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age
and a resident of the United States or (ii) a legal entity with its principal
place of business in the United States that shall act through one or more
persons authorized to bind such entity.

Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and
delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted
bylaw, but to such extent only, be appointed subject to the following terms,
namely:

(a) The Trust Securities shall be executed by one or more
Administrators, and the Trust Securities shall be authenticated by the manual
signature of the Property Trustee and delivered and all rights, powers,
duties, and obligations hereunder in respect of the custody of securities,
cash and other personal property held by, or required to be deposited or
pledged with, the Property Trustees specified hereunder, shall be exercised,
solely by the Property Trustee and not by such co-trustee or separate
trustee.

(b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by
the Property Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

(c) The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under
this Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation
of, or remove, any such co-trustee or separate trustee without the
concurrence of the Depositor. Upon the written request of the Property
Trustee, the Depositor shall join with the Property Trustee in the execution,
delivery and performance of all instruments and agreements necessary or
proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee so resigned or removed may be appointed in the
manner provided in this Section.

(d) No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Property Trustee or any other
trustee hereunder.

(e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee or any employees or agents of a co-trustee and
separate trustee nor shall it be liable for the supervision of a co-trustee
or separate trustee or employees or agents of a co-trustee and separate
trustee.

(f) Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

SECTION 8.10. Resignation and Removal; Appointment of Successor.

No resignation or removal of any Issuer Trustee (the "Relevant Trustee")
and no appointment of a successor Issuer Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Issuer Trustee in accordance with the applicable requirements of Section
8.11.

Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. The
Relevant Trustee shall appoint a successor by requesting from at least three
Persons meeting the eligibility requirements its expenses and charges to
serve as the Relevant Trustee on a form provided by the Administrators, and
selecting the Person who agrees to the lowest expenses and charges. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days
after the giving of such notice of resignation, the Relevant Trustee may
petition, at the expense of the Issuer Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

The Property Trustee or the Delaware Trustee may be removed at any time
by Act of the Holders of at least a Majority in Liquidation Amount of the
Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Issuer Trust) (i) for cause, or (ii) if a
Debenture Event of Default shall have occurred and be continuing at any time.
If the instrument of such removal shall not have been delivered to the
Relevant Trustee within 60 days after such Act, the Relevant Trustee may
petition, at the expense of the Issuer Trust, any court of competent
jurisdiction for appointment of a successor Relevant Trustee.

If any Issuer Trustee shall resign, it shall appoint its successor. If
a resigning Issuer Trustee shall fail to appoint a successor, or if an Issuer
Trustee shall be removed or become incapable of acting as Issuer Trustee, or
if any vacancy shall occur in the office of any Issuer Trustee for any cause,
the Holders of the Capital Securities, by Act of the Holders of record of not
less than 25% in aggregate Liquidation Amount of the Capital Securities then
Outstanding delivered to such Relevant Trustee, shall promptly appoint a
successor Relevant Trustee or Trustees, and such successor Issuer Trustee
shall comply with the applicable requirements of Section 8.11. If no
successor Relevant Trustee shall have been so appointed by the Holders of the
Capital Securities and accepted appointment in the manner required by Section
8.11, any Holder, on behalf of himself and all others similarly situated, or
any other Issuer Trustee, may petition any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer
Trustee to all Holders in the manner provided in Section 10.8 and shall give
notice to the Depositor and to the Administrators. Each notice shall include
the name of the successor Relevant Trustee and the address of its Corporate
Trust Office if it is the Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holders of the Common Securities, incompetent
or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by the Property Trustee following the procedures
regarding expenses and charges set forth above (with the successor in each
case being a Person who satisfies the eligibility requirements for
Administrators or Delaware Trustee, as the case may be, set forth in Section
8.7).

SECTION 8.11. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each such successor Relevant Trustee with
respect to the Trust Securities shall execute, acknowledge and deliver an
amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor
Relevant Trustee all the rights, powers, trusts and duties of the retiring
Relevant Trustee with respect to the Trust Securities and the Issuer Trust,
and (b) shall add to or change any of the provisions of this Trust Agreement
as shall be necessary to provide for or facilitate the administration of the
Issuer Trust by more than one Relevant Trustee and upon the execution and
delivery of such amendment the resignation or removal of the retiring
Relevant Trustee shall become effective to the extent provided therein and
each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee; but, on request of the Issuer Trust
or any successor Relevant Trustee such retiring Relevant Trustee shall, upon
payment of its charges, duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by
such retiring Relevant Trustee hereunder with respect to the Trust Securities
and the Issuer Trust.

Upon request of any such successor Relevant Trustee, the Issuer Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case
maybe.

No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

SECTION 8.12. Merger, Conversion, Consolidation or Succession to
Business.

Any Person into which an Issuer Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Issuer Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust
business of such Issuer Trustee, shall be the successor of such Issuer
Trustee hereunder, provided that such Person shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.

SECTION 8.13. Preferential Collection of Claims Against Depositor or
Issuer Trust.

If and when the Property Trustee shall be or become a creditor of the
Depositor (or any other obligor upon the Trust Securities), the Property
Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor (or any such other
obligor) as is required by the Trust Indenture Act.

SECTION 8.14. Trustee May File Proofs of Claim.

In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar
judicial proceeding relative to the Issuer Trust or any other obligor upon
the Trust Securities or the property of the Issuer Trust or of such other
obligor, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of
whether the Property Trustee shall have made any demand on the Issuer Trust
for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

(a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee,
its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

(b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Property Trustee and, in the event the Property
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee,
its agents and counsel, and any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 8.15. Reports by Property Trustee.

(a) Not later than May 15 of each year commencing with May 15, 1998,
the Property Trustee shall provide to the Holders of the Trust Securities
such reports as are required by Section 313 of the Trust Indenture Act, if
any, in the form, in the manner and at the times provided by Section 313 of
the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

(b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with the Depositor.

SECTION 8.16. Reports to the Property Trustee.

Each of the Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee, the Commission and the Holders
of the Trust Securities, as applicable, such documents, reports and
information as required by Section 314(a)(1) - (3) (if any) of the Trust
Indenture Act and the compliance certificates required by Section 314(a)(4)
and (c) of the Trust Indenture Act (provided that any certificate to be
provided pursuant to Section 314(a)(4) of the Trust Indenture Act shall be
provided within 120 days of the end of each fiscal year of the Issuer Trust).

SECTION 8.17. Evidence of Compliance with Conditions Precedent.

Each of the Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Trust Agreement which
relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given pursuant to
Section 314(c) shall comply with Section 314(e) of the Trust Indenture Act.

SECTION 8.18. Number of Issuer Trustees.

(a) The number of Issuer Trustees shall be two. The Property Trustee
and the Delaware Trustee may be the same Person, in which case the number of
Issuer Trustees may be one.

(b) If an Issuer Trustee ceases to hold office for any reason, a
vacancy shall occur. The vacancy shall be filled with an Issuer Trustee
appointed in accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy,
dissolution, termination, incompetence or incapacity to perform the duties of
an Issuer Trustee shall not operate to dissolve, terminate or annul the
Issuer Trust or terminate this Trust Agreement.

SECTION 8.19. Delegation of Power.

(a) Any Administrator may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in
Section 2.7(a) or making any governmental filing; and

(b) The Administrators shall have power to delegate from time to time
to such of their number the doing of such things and the execution of such
instruments either in the name of the Issuer Trust or the names of the
Administrators or otherwise as the Administrators may deem expedient, to the
extent such delegation is not prohibited by applicable law or contrary to the
provisions of this Trust Agreement.

SECTION 8.20. Appointment of Administrators.

(a) The Administrators shall be appointed by the Holders of a Majority
in Liquidation Amount of the Common Securities and may be removed by the
Holders of a Majority in Liquidation Amount of the Common Securities or may
resign at anytime. Upon any resignation or removal, the Depositor shall
appoint a successor Administrator. Each Administrator shall execute this
Trust Agreement thereby agreeing to comply with, and be legally bound by, all
of the terms, conditions and provisions of this Trust Agreement. If at any
time there is no Administrator, the Property Trustee or any Holder who has
been a Holder of Trust Securities for at least six months may petition any
court of competent jurisdiction for the appointment of one or more
Administrators.

(b) Whenever a vacancy in the number of Administrators shall occur,
until such vacancy is filled by the appointment of an Administrator in
accordance with this Section 8.20, the Administrators in office, regardless
of their number (and notwithstanding any other provision of this Trust
Agreement), shall have all the powers granted to the Administrators and shall
discharge all the duties imposed upon the Administrators by this Trust
Agreement.

(c) Notwithstanding the foregoing, or any other provision of this Trust
Agreement, in the event any Administrator or a Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Holders of a Majority
in Liquidation Amount of the Common Securities, incompetent, or
incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by the remaining Administrators, if there were at least two of
them prior to such vacancy, and by the Depositor, if there were not two such
Administrators immediately prior to such vacancy (with the successor in each
case being a Person who satisfies the eligibility requirement for
Administrators or Delaware Trustee, as the case may be, set forth in Section
8.7).

ARTICLE IX

DISSOLUTION, LIQUIDATION AND MERGER

SECTION 9.1. Dissolution Upon Expiration Date.

Unless earlier dissolved, the Issuer Trust shall automatically dissolve
on __________, ____ (the "Expiration Date"), and thereafter the Trust
Property shall be distributed in accordance with Section 9.4.

SECTION 9.2. Early Termination.

The first to occur of any of the following events is an "Early
Termination Event" and the occurrence of which shall cause the dissolution of
the Issuer Trust:

(a) the occurrence of the appointment of a receiver or other similar
official in any liquidation, insolvency or similar proceeding with respect to
the Depositor or all or substantially all of its property, or a court or
other governmental agency shall enter a decree or order and such decree or
order shall remain unstayed and undischarged for a period of 60 days, unless
the Depositor shall transfer the Common Securities as provided by Section
5.11, in which case this provision shall refer instead to any such successor
Holder of the Common Securities;

(b) the written direction to the Property Trustee from the Holder of
the Common Securities at any time to dissolve the Issuer Trust and to
distribute the Junior Subordinated Debentures to Holders in exchange for the
Capital Securities (which direction, subject to Section 9.4(a), is optional
and wholly within the discretion of the Holders of the Common Securities);

(c) the redemption of all of the Capital Securities in connection with
the redemption of all the Junior Subordinated Debentures; and

(d) the entry of an order for dissolution of the Issuer Trust by a
court of competent jurisdiction.

SECTION 9.3. Termination.

As soon as is practicable after the occurrence of an event referred to
in Section 9.1 or 9.2, and upon the completion of the winding up and
liquidation of the Issuer Trust, the Administrators and the Issuer Trustees
(each of whom is hereby authorized to take such action) shall file a
certificate of cancellation with the Secretary of State of the State of
Delaware terminating the Trust and, upon such filing, the respective
obligations and responsibilities of the Issuer Trustees, the Administrators
and the Issuer Trust shall terminate.

SECTION 9.4. Liquidation.

(a) If an Early Termination Event specified in clause (a), (b) or (d)
of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
wound up and liquidated by the Property Trustee as expeditiously as the
Property Trustee determines to be possible by distributing, after paying or
making reasonable provision to pay all claims and obligations of the Issuer
Trust in accordance with Section 3808(e) of the Delaware Business Trust Act,
to each Holder a Like Amount of Junior Subordinated Debentures, subject to
Section 9.4(d). Notice of liquidation shall be given by the Property Trustee
by first-class mail, postage prepaid, mailed not later than 15 nor more than
45 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

(i) state the Liquidation Date;

(ii) state that, from and after the Liquidation Date, the Trust
Securities will no longer be deemed to be Outstanding and any Trust
Securities Certificates not surrendered for exchange will be deemed to
represent a Like Amount of Junior Subordinated Debentures; and

(iii) provide such information with respect to the mechanics by
which Holders may exchange Trust Securities Certificates for Junior
Subordinated Debentures, or if Section 9.4(d) applies receive a
Liquidation Distribution, as the Administrators or the Property Trustee
shall deem appropriate.

(b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Issuer Trust and distribution of the Junior
Subordinated Debentures to Holders, the Property Trustee shall establish a
record date for such distribution (which shall be not more than 30 days prior
to the Liquidation Date) and, either itself acting as exchange agent or
through the appointment of a separate exchange agent, shall establish such
procedures as it shall deem appropriate to effect the distribution of Junior
Subordinated Debentures in exchange for the Outstanding Trust Securities
Certificates.

(c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) the Clearing Agency for the Capital Securities or its
nominee, as the registered holder of the Global Capital Securities
Certificate, shall receive a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution with respect to Capital Securities held by the Clearing Agency
or its nominee, and, (iii) any Trust Securities Certificates not held by the
Clearing Agency for the Capital Securities or its nominee as specified in
clause (ii) above will be deemed to represent Junior Subordinated Debentures
having a principal amount equal to the stated Liquidation Amount of the Trust
Securities represented thereby and bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Trust
Securities until such certificates are presented to the Securities Registrar
for transfer or reissuance.

(d) If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Junior Subordinated Debentures
is not practical, or if any Early Termination Event specified in clause (c)
of Section 9.2 occurs, the Issuer Trust shall be dissolved and wound up and
the Trust Property shall be liquidated by the Property Trustee in such manner
as the Property Trustee determines. In such event, on the date of the
dissolution of the Issuer Trust, unless the Trust Securities have been
redeemed or are to be redeemed on such date pursuant to Article IV, Holders
will been titled to receive out of the assets of the Issuer Trust available
for distribution to Holders, after paying or making reasonable provision to
pay all claims and obligations of the Issuer Trust in accordance with Section
3808(e) of the Delaware Business Trust Act, an amount equal to the aggregate
of Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such dissolution, the Liquidation
Distribution can be paid only in part because the Issuer Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts
payable by the Issuer Trust on the Trust Securities shall be paid on a pro
rata basis (based upon Liquidation Amounts). The Holders of the Common
Securities will be entitled to receive Liquidation Distributions upon any
such dissolution pro rata (determined as aforesaid) with Holders of Capital
Securities, except that, if a Debenture Event of Default has occurred and is
continuing as a result of any failure by the Company to pay any amounts in
respect of Junior Subordinated Debentures when due, the Capital Securities
shall have a priority over the Common Securities as provided in Section 4.3.

SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of
the Issuer Trust.

The Issuer Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any entity, except pursuant to this Section
9.5 or Section 9.4. At the request of the Holders of the Common Securities,
and with the consent of the Holders of at least a Majority in Liquidation
Amount of the Capital Securities, the Issuer Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as
such under the laws of any State; provided, however, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Issuer
Trust with respect to the Capital Securities or (b) substitutes for the
Capital Securities other securities having substantially the same terms as
the Capital Securities (the"Successor Securities") so long as the Successor
Securities have the same priority as the Capital Securities with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee is appointed to hold the Junior Subordinated Debentures,
(iii) such merger, consolidation, amalgamation,replacement, conveyance,
transfer or lease does not cause the Capital Securities (including any
Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Capital
Securities (including any Successor Securities) in any material respect, (v)
such successor entity has a purpose substantially identical to that of the
Issuer Trust, (vi) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Issuer Trustee has received
an Opinion of Counsel from independent counsel experienced in such matters to
the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights
preferences and privileges of the holders of the Capital Securities
(including any Successor Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Issuer Trust nor such successor entity will be
required to register as an"investment company" under the Investment Company
Act and (vii) the Depositor or any permitted transferee to whom it has
transferred the Common Securities hereunder own all of the common securities
of such successor entity and guarantees the obligations of such successor
entity under the Successor Securities at least to the extent provided by the
Guarantee Agreement. Notwithstanding the foregoing, the Issuer Trust shall
not, except with the consent of holders of 100% in Liquidation Amount of the
Capital Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Issuer Trust or the successor entity to be taxable as a
corporation for United States Federal income tax purposes.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1. Limitation of Rights of Holders.

Except as set forth in Section 9.2, the death, incapacity, dissolution,
termination or bankruptcy of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor dissolve or terminate the Trust, nor entitle the legal
representatives, successors or heirs of such Person or any Holder for such
Person, to claim an accounting, take any action or bring any proceeding in
any court for a partition or winding-up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Any merger or similar agreement authorized in
accordance with this Trust Agreement shall be executed by one or more of the
Administrators on behalf of the Issuer Trust.

SECTION 10.2. Amendment.

(a) This Trust Agreement may be amended from time to time by the
Property Trustee and the Holders of a Majority in Liquidation Amount of the
Common Securities, without the consent of any Holder of the Capital
Securities (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this
Trust Agreement, provided, however, that such amendment shall not adversely
affect in any material respect the interests of any Holder or (ii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Issuer Trust will not be taxable as a
corporation for United States Federal income tax purposes at any time that
any Trust Securities are Outstanding or to ensure that the Issuer Trust will
not be required to register as an investment company under the Investment
Company Act.

(b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Property Trustee and the Holders of a
Majority in Liquidation Amount of the Common Securities with (i) the consent
of Holders of at least a Majority in Liquidation Amount of the Capital
Securities and (ii) receipt by the Issuer Trustees of an Opinion of Counsel
to the effect that such amendment or the exercise of any power granted to the
Issuer Trustees in accordance with such amendment will not cause the Issuer
Trust to be taxable as a corporation for United States federal income tax
purposes or affect the Issuer Trust's exemption from status of an "investment
company" under the Investment Company Act.

(c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Holder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (ii) restrict the right of a Holder to institute suit
for the enforcement of any such payment on or after such date.

(d) Notwithstanding any other provisions of this Trust Agreement, no
Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Issuer Trust to fail or cease to qualify for
the exemption from status as an "investment company" under the Investment
Company Act or be taxable as a corporation for United States Federal income
tax purposes.

(e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor and the Administrators, this Trust
Agreement may not be amended in a manner which imposes any additional
obligation on the Depositor or the Administrators.

(f) In the event that any amendment to this Trust Agreement is made,
the Administrators or the Property Trustee shall promptly provide to the
Depositor a copy of such amendment.

(g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects
its own rights, duties or immunities under this Trust Agreement. The
Property Trustee shall be entitled to receive an Opinion of Counsel and an
Officers' Certificate stating that any amendment to this Trust Agreement is
in compliance with this Trust Agreement.

(h) Any amendments to this Trust Agreement, pursuant to this Section
10.2, shall become effective when notice of such amendment is given to the
Holders of the Trust Securities.

(i) Notwithstanding any other provision of this Trust Agreement, no
amendment to this Trust Agreement may be made if, as a result of such
amendment, it would cause the Issuer Trust to be taxable as a corporation for
United States Federal income tax purposes.

SECTION 10.3. Separability.

In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

SECTION 10.4. Governing Law.

THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES AND THE
ADMINISTRATORS SHALL GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY
SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE
OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED,
HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE HOLDERS, THE ISSUER TRUST,
THE DEPOSITOR, THE ISSUER TRUSTEES, THE ADMINISTRATORS OR THIS TRUST
AGREEMENT ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF
DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER
INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR
GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES
AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES,
OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING
COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR
DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO
TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF
RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR
LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST
INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER
OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR
OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF
TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR
AUTHORITIES AND POWERS OF THE ISSUER TRUSTEES OR THE ADMINISTRATORS AS SET
FORTH OR REFERENCED IN THIS TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF THE
DELAWARE CODE SHALL NOT APPLY TO THE ISSUER TRUST.

SECTION 10.5. Payments Due on Non-Business Day.

If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date
but may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no Distributions shall
accumulate on such unpaid amount for the period after such date.

SECTION 10.6. Successors.

This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Issuer Trust, the
Administrators and any Issuer Trustee, including any successor by operation
of law. Except in connection with a consolidation, merger or sale involving
the Depositor that is permitted under Article VIII of the Indenture and
pursuant to which the assignee agrees in writing to perform the Depositor's
obligations hereunder, the Depositor shall not assign its obligations
hereunder.

SECTION 10.7. Headings.

The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

SECTION 10.8. Reports, Notices and Demands.

Any report, notice, demand or other communication that by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or the Depositor may be given or served in writing by deposit
thereof, first class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case
of a Holder of Capital Securities, to such Holder as such Holder's name and
address may appear on the Securities Register; and (b) in the case of the
Holder of Common Securities or the Depositor, to Morgan Stanley, Dean Witter,
Discover & Co., 1585 Broadway, New York, NY 10036, Attention: Office of the
Secretary, facsimile no.:(212) ________ or to such other address as may be
specified in a written notice by the Depositor to the Property Trustee. Such
notice, demand or other communication to or upon a Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission. Such notice, demand or other communication to or
upon the Depositor shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Depositor.

Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Property Trustee, the Delaware Trustee, the Administrators, or the Issuer
Trust shall be given in writing addressed (until another address is published
by the Issuer Trust) as follows: (a) with respect to the Property Trustee to
The Bank of New York, 101 Barclay Street, Floor 21 West, New York, NY 10286,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee to The Bank of New York (Delaware), 101 Barclay Street, Floor 21
West, New York, NY 10286, Attention: Corporate Trust Administration; and (c)
with respect to the Administrators, to them at the address above for notices
to the Depositor, marked "Attention: Office of the Secretary". Such notice,
demand or other communication to or upon the Issuer Trust, the Property
Trustee or the Administrators shall be deemed to have been sufficiently given
or made only upon actual receipt of the writing by the Issuer Trust, the
Property Trustee, or such Administrator.

SECTION 10.9. Agreement Not to Petition.

Each of the Issuer Trustees, the Administrators and the Depositor agree
for the benefit of the Holders that, until at least one year and one day
after the Issuer Trust has been terminated in accordance with Article IX,
they shall not file, or join in the filing of, a petition against the Issuer
Trust under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Issuer Trust under any Bankruptcy Law. In the
event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of
the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the
Issuer Trust or the commencement of such action and raise the defense that
the Depositor has agreed in writing not to take such action and should be
estopped and precluded therefrom and such other defenses, if any, as counsel
for the Issuer Trustee or the Issuer Trust may assert. If any Issuer Trustee
or Administrator takes action in violation of this Section 10.9, the
Depositor agrees, for the benefit of the Holders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by such Person against the
Depositor or the commencement of such action and raise the defense that such
Person has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Issuer Trustee or the Issuer Trust may assert. The provisions of this
Section 10.9 shall survive the termination of this Trust Agreement.

SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.

(a) Trust Indenture Act; Application. (i) This Trust Agreement is
subject to the provisions of the Trust Indenture Act that are required to be
a part of this Trust Agreement and shall, to the extent applicable, be
governed by such provisions; (ii) if and to the extent that any provision of
this Trust Agreement limits, qualifies or conflicts with the duties imposed
by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control; (iii) for purposes of this Trust Agreement, the
Property Trustee, to the extent permitted by applicable law and/or the rules
and regulations of the Commission, shall be the only Issuer Trustee which is
a trustee for the purposes of the Trust Indenture Act; and (iv) the
application of the Trust Indenture Act to this Trust Agreement shall not
affect the nature of the Capital Securities and the Common Securities as
equity securities representing undivided beneficial interests in the assets
of the Issuer Trust.

(b) Lists of Holders of Capital Securities. (i) Each of the Depositor
and the Administrators on behalf of the Trust shall provide the Property
Trustee with such information as is required under Section 312(a) of the
Trust Indenture Act at the times and in the manner provided in Section 312(a)
and (ii) the Property Trustee shall comply with its obligations under
Sections 310(b), 311 and 312(b)of the Trust Indenture Act.

(c) Disclosure of Information. The disclosure of information as to the
names and addresses of the Holders of Trust Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which
such information was derived, shall not be deemed to be a violation of any
existing law or any law hereafter enacted which does not specifically refer
to Section 312 of the Trust Indenture Act, nor shall the Property Trustee be
held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.

SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH
TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE
GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION
PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND
SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH
OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE
BINDING,OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER
AND SUCH OTHERS.

SECTION 10.12. Counterparts.

This instrument may be executed in any number or counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
as Depositor

By:_______________________________________
Name:
Title:

THE BANK OF NEW YORK,
as Property Trustee, and
not in its individual capacity

By:_______________________________________
Name:
Title:

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee, and not
in its individual capacity

By:_______________________________________
Name:
Title:

__________________________________________
Name:
Title: Administrator

Exhibit A

CERTIFICATE OF TRUST

Exhibit B

FORM OF CERTIFICATE DEPOSITARY AGREEMENT

Exhibit C

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE
DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE
WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT

Certificate Number

Number of Common Securities

C-__

Certificate Evidencing Common Securities
of
MSDW Capital Trust ( )
_____% Common Securities
(liquidation amount $25 per Common Security)

MSDW Capital Trust ( ), a statutory business trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
Morgan Stanley, Dean Witter, Discover & Co. (the "Holder") is the registered
owner of _________(_____) common securities of the Issuer Trust representing
undivided beneficial interests in assets of the Issuer Trust and designated
the _____% Common Securities (liquidation amount $25 per Common Security)
(the "Common Securities"). Except in accordance with Section 5.11 of the
Trust Agreement (as defined below) the Common Securities are not transferable
and any attempted transfer hereof other than in accordance therewith shall be
void. The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and
this certificate and the Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Issuer Trust, dated as of __________ __,
1998, as the same may be amended from time to time (the "Trust Agreement")
among Morgan Stanley, Dean Witter, Discover & Co., as Depositor, The Bank of
New York, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, two individuals selected by the holders of the Common Securities to
act as administrators with respect to the Issuer Trust (the "Administrators")
and the holders of Trust Securities, including the designation of the terms
of the Common Securities as set forth therein. The Issuer Trust will furnish
a copy of the Trust Agreement to the Holder without charge upon written
request to the Issuer Trust at its principal place of business or registered
office.

Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

Terms used but not defined herein have the meanings set forth in the
Trust Agreement.

IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this ____ day of , 1998.

MSDW CAPITAL TRUST ( )

By:__________________________________________
Name:
Administrator

Exhibit D

(IF THE CAPITAL SECURITIES CERTIFICATE IS TO BE A GLOBAL CAPITAL
SECURITIES CERTIFICATE, INSERT -- THIS CAPITAL SECURITIES CERTIFICATE IS A
GLOBAL CAPITAL SECURITIES CERTIFICATE WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS CAPITAL SECURITY CERTIFICATE
IS EXCHANGEABLE FOR CAPITAL SECURITIES CERTIFICATES REGISTERED IN THE NAME OF
A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
AGREEMENT.

UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO MSDW CAPITAL TRUST ( ) OR ITS AGENT FOR REGISTRATION OF
TRANSFER,EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF SUCH NOMINEE AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, HAS AN INTEREST HEREIN.)

NO EMPLOYEE BENEFIT OR OTHER PLAN OR INDIVIDUAL RETIREMENT ACCOUNT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A
"PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY
ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN,
UNLESS SUCH PURCHASE AND HOLDING IS COVERED BY THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION
WITH RESPECT TO SUCH PURCHASE AND HOLDING AND, IN THE CASE OF ANY PURCHASER
OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1
OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE DEPOSITOR OR THE ISSUER TRUST
FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE APPLICABILITY
OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THE CAPITAL SECURITIES
CERTIFICATE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING HEREOF THAT EITHER (A) THE PURCHASER AND HOLDER ARE NOT
A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF
OF OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF THE
CAPITAL SECURITIES IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY PTCE 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION.

CERTIFICATE NUMBER NUMBER OF CAPITAL SECURITIES
CUSIP NO. ______________

$_____________ AGGREGATE LIQUIDATION AMOUNT
CERTIFICATE EVIDENCING CAPITAL SECURITIES OF
MSDW CAPITAL TRUST ( )
_____% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $25 PER CAPITAL SECURITY)

MSDW Capital Trust ( ), a statutory business trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies
that____________________ (the "Holder") is the registered owner of
$___________ in aggregate liquidation amount of capital securities of the
Issuer Trust representing a preferred undivided beneficial interest in the
assets of the Issuer Trust and designated the MSDW Capital Trust ( ) _____%
Capital Securities (liquidation amount $25 per Capital Security) (the
"Capital Securities"). The Capital Securities are transferable on the books
and records of the Issuer Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.5 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities are set forth in, and
this certificate and the Capital Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Issuer Trust, dated as of __________ __,
1998, as the same may be amended from time to time (the "Trust Agreement"),
among Morgan Stanley, Dean Witter, Discover & Co., as Depositor, The Bank of
New York, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, two individuals selected by the holders of the Common Securities to
act as administrators with respect to the Issuer Trust (the "Administrators")
and the Holders of Trust Securities, including the designation of the terms
of the Capital Securities as set forth therein. The Holder is entitled to
the benefits of the Guarantee Agreement entered into by Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation, and The Bank of New York, as
Guarantee Trustee, dated as of __________ __, 1998 (the "Guarantee
Agreement"), to the extent provided therein. The Issuer Trust will furnish a
copy of the Trust Agreement and the Guarantee Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal place of
business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

Terms used but not defined herein have the meanings set forth in the
Trust Agreement.

IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this ____ day of ___________, 1998.

MSDW CAPITAL TRUST ( )

By:_________________________________________
Name:
Administrator

AUTHENTICATED, COUNTERSIGNED AND REGISTERED:

The Bank of New York, as Property Trustee

By:_________________________________________
Name:
Title:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security to:
_____________________________________________________________________________
(Insert assignee's social security or tax identification number)
____________________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints
______________________________________________________ agent to transfer this
Capital Security Certificate on the books of the Issuer Trust. The agent may
substitute another to act for him or her.

Date:___________________ Signature:_______________________________________
(Sign exactly as your name appears on the other
side of this Capital Security Certificate)

Signature Guarantee:_____________________________

SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Property Trustee, which requirements include
membership or participation in the Security Transfer Agent medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Property Trustee in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

Exhibit E

(FORM OF EXPENSE AGREEMENT)

AGREEMENT AS TO EXPENSES AND LIABILITIES

AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of , 1998,
between Morgan Stanley, Dean Witter, Discover & Co., a Delaware corporation,
as Depositor (the "Depositor"), and MSDW Capital Trust ( ), a Delaware
business trust (the "Issuer Trust").

WHEREAS, the Issuer Trust intends to issue its Common Securities (the
"Common Securities") to and acquire Debentures from the Depositor, and to
issue and sell ___% Capital Securities, (the "Capital Securities") with such
powers, preferences and special rights and restrictions as are set forth in
the Amended and Restated Trust Agreement of the Issuer Trust, dated as of
__________ __, 1998, among Morgan Stanley, Dean Witter, Discover & Co., as
Depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, two individuals selected by the holders of
the Common Securities to act as administrators with respect to the Issuer
Trust (the "Administrators") and the holders of Trust Securities, as the same
may be amended from time to time (the "Trust Agreement");

WHEREAS, the Depositor will own all of the Common Securities of the
Trust;

WHEREAS, capitalized terms used but not defined herein have the meanings
set forth in the Trust Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

ARTICLE I

SECTION 1.1. Guarantee by the Depositor. Subject to the terms and
conditions hereof, the Depositor hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Issuer Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Issuer Trust, other than obligations of the Issuer Trust
to pay to holders of any Trust Securities the amounts due such holders
pursuant to the terms of the Trust Securities. This Agreement is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

SECTION 1.2. Subordination of Guarantee. The guarantee and other
liabilities and obligations of the Depositor under this Agreement shall
constitute unsecured obligations of the Depositor and shall rank subordinate
and junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) of the Depositor to the extent and in the manner set forth in the
Indenture with respect to the Debentures, and the provisions of Article XIII
of the Indenture will apply, mutatis mutandis, to the obligations of the
Depositor hereunder. The obligations of the Depositor hereunder do not
constitute Senior Indebtedness (as defined in the Indenture) of the
Depositor.

SECTION 1.3. Term of Agreement. This Agreement shall terminate and be
of no further force and effect upon the dissolution of the Issuer Trust,
provided, however, that this Agreement shall continue to be effective or
shall be reinstated, as the case may be, if at any time any holder of Capital
Securities or any Beneficiary must restore payment of any sums paid under the
Capital Securities, under any Obligation, under the Guarantee Agreement dated
the date hereof by the Depositor and The Bank of New York, as guarantee
trustee, or under this Agreement for any reason whatsoever. This Agreement
is continuing, irrevocable, unconditional and absolute.

SECTION 1.4. Waiver of Notice. The Depositor hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Depositor hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and
all other notices and demands.

SECTION 1.5. No Impairment. The obligations, covenants, agreements and
duties of the Depositor under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the
following:

(a) the extension of time for the payment by the Issuer Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

(b) any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Beneficiaries with respect to the Obligations or
any action on the part of the Issuer Trust granting indulgence or extension
of any kind; or

(c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of
debt of, or other similar proceedings affecting, the Issuer Trust or any of
the assets of the Issuer Trust (other than the dissolution of the Issuer
Trust in accordance with the terms thereof).

There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Depositor with respect to the happening or any of
the foregoing.

SECTION 1.6. Enforcement. A Beneficiary may enforce this Agreement
directly against the Depositor and the Depositor waives any right or remedy
to require that any action be brought against the Issuer Trust or any other
person or entity before proceeding against the Depositor.

SECTION 1.7. Subrogation. The Depositor shall be subrogated to all
rights (if any) of any Beneficiary against the Issuer Trust in respect of any
amounts paid to the Beneficiaries by the Depositor under this Agreement;
provided, however, that the Depositor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise
any rights that it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under
this Agreement, if, at the time of any such payment, any amounts are due and
unpaid under this Agreement or any payments are due to the holders of Capital
Securities under the Trust Agreement.

ARTICLE II

SECTION 2.1. Assignment. This Agreement may not be assigned by either
party hereto without the consent of the other, and any purported assignment
without such consent shall be void; except that upon any transfer of the
Common Securities, this Agreement shall be assigned and delegated by the
Depositor to its successor with such transfer without any action by either
party hereto.

SECTION 2.2. Binding Effect. All guarantees and agreements contained
in this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Depositor and shall inure to the benefit of the
Beneficiaries.

SECTION 2.3. Amendment. So long as there remains any Beneficiary or
any Capital Securities are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Capital Securities without the consent of such Beneficiary or the holders of
the Capital Securities, as the case may be.

SECTION 2.4. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same against receipt therefor by facsimile transmission
(confirmed by mail), telex or by registered or certified mail, addressed as
follows (and if so given, shall be deemed given when mailed or upon receipt
of an answer-back, if sent by telex):

MSDW Capital Trust ( )
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Attention: Corporate Trust Administration

With a copy to:

Morgan Stanley, Dean Witter,
Discover & Co.
1585 Broadway
New York, NY 10036
Attention: Secretary

SECTION 2.5 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THIS AGREEMENT is executed as of the day and year first above written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

By: ___________________________________
Name:
Title:

MSDW CAPITAL TRUST ( )

By: ___________________________________
Name:
Administrator

Exhibit 4-U

_____________________________________________________________________________

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.

AND

THE BANK OF NEW YORK, Trustee

Junior Subordinated Indenture

Dated as of ( ), 1998,

_______________________________

__________________________________________________________________________

TABLE OF CONTENTS
-----------------

Page
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ARTICLE 1
Definitions
Section 1.01. Certain Terms Defined1

ARTICLE 2
Securities
Section 2.01. Forms Generally. . . . . . . . . . . . . . . . . . . . . . 9
Section 2.02. Form of Trustee's Certificate of Authentication. . . . . . 10
Section 2.03. Amount Unlimited; Issuable in Series . . . . . . . . . . . 10
Section 2.04. Authentication and Delivery of Securities . . . . . . . . 13
Section 2.05. Execution of Securities . . . . . . . . . . . . . . . . . 16
Section 2.06. Certificate of Authentication . . . . . . . . . . . . . . 17
Section 2.07. Denomination and Date of Securities; Payments
of Interest . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.08. Registration, Transfer and Exchange . . . . . . . . . . . 18
Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.10. Cancellation of Securities; Destruction
Thereof . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.11. Temporary Securities . . . . . . . . . . . . . . . . . . . 23

ARTICLE 3
Covenants of the Issuer
Section 3.01. Payment of Principal and Interest . . . . . . . . . . . . 24
Section 3.02. Offices for Payments, etc . . . . . . . . . . . . . . . . 25
Section 3.03. Appointment to Fill a Vacancy in Office of
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.04. Paying Agents . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.05. Written Statement to Trustee . . . . . . . . . . . . . . . 27
Section 3.06. Luxembourg Publications . . . . . . . . . . . . . . . . . 28

ARTICLE 4
Securityholders Lists and Reports by the Issuer and the
Trustee
Section 4.01. Issuer to Furnish Trustee Information as to
Names and Addresses of Securityholders . . . . . . . . . . 28
Section 4.02. Preservation and Disclosure of Securityholders
Lists . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.03. Reports by the Issuer . . . . . . . . . . . . . . . . . . 28
Section 4.04. Reports by the Trustee . . . . . . . . . . . . . . . . . . 29

ARTICLE 5
Remedies of the Trustee and Securityholders in the Event
of Default
Section 5.01. Event of Default Defined; Acceleration of
Maturity; Waiver of Default . . . . . . . . . . . . . . . 29
Section 5.02. Collection of Indebtedness by Trustee; Trustee
May Prove Debt . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.03. Applications of Proceeds . . . . . . . . . . . . . . . . . 36
Section 5.04. Suits for Enforcement . . . . . . . . . . . . . . . . . . 37
Section 5.05. Restoration of Rights on Abandonment of
Proceedings . . . . . . . . . . . . . . . . . . . . . . . 37
Section 5.06. Limitations on Suits by Securityholder . . . . . . . . . . 37
Section 5.07. Unconditional Right of Securityholders to
Institute Certain Suits . . . . . . . . . . . . . . . . . 38
Section 5.08. Powers and Remedies Cumulative; Delay or
Omission Not Waiver of Default; Restoration of
Rights and Remedies . . . . . . . . . . . . . . . . . . . 38
Section 5.09. Control by Holders of Securities . . . . . . . . . . . . . 39
Section 5.10. Waiver of Past Defaults . . . . . . . . . . . . . . . . . 39
Section 5.11. Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances . . . . . . . . . . . . 40
Section 5.12. Right of Court to Require Filing of Undertaking
to Pay Costs . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 6
Concerning the Trustee
Section 6.01. Duties and Responsibilities of the Trustee;
During Default; Prior to Default . . . . . . . . . . . . . 41
Section 6.02. Certain Rights of the Trustee . . . . . . . . . . . . . . 43
Section 6.03. Trustee Not Responsible for Recitals,
Disposition of Securities or Application of
Proceeds Thereof . . . . . . . . . . . . . . . . . . . . . 44
Section 6.04. Trustee and Agents May Hold Securities or
Coupons; Collections, etc . . . . . . . . . . . . . . . . 44
Section 6.05. Moneys Held by Trustee . . . . . . . . . . . . . . . . . . 44
Section 6.06. Compensation and Indemnification of Trustee and
Its Prior Claim . . . . . . . . . . . . . . . . . . . . . 45
Section 6.07. Right of Trustee to Rely on Officer's
Certificate, etc . . . . . . . . . . . . . . . . . . . . . 45
Section 6.08. Indentures Not Creating Potential Conflicting
Interests for the Trustee . . . . . . . . . . . . . . . . 45
Section 6.09. Persons Eligible for Appointment as Trustee . . . . . . . 46
Section 6.10. Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . . . . . . . 46
Section 6.11. Acceptance of Appointment by Successor Trustee . . . . . . 48
Section 6.12. Merger, Conversion, Consolidation or Succession
to Business of Trustee . . . . . . . . . . . . . . . . . . 49
Section 6.13. Preferential Collection of Claims Against the
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 6.14. Appointment of Authenticating Agent . . . . . . . . . . . 50

ARTICLE 7
Concerning the Securityholders
Section 7.01. Evidence of Action Taken by Securityholders . . . . . . . 51
Section 7.02. Proof of Execution of Instruments and of
Holding of Securities . . . . . . . . . . . . . . . . . . 51
Section 7.03. Holders to Be Treated as Owners . . . . . . . . . . . . . 53
Section 7.04. Securities Owned by Issuer Deemed Not
Outstanding . . . . . . . . . . . . . . . . . . . . . . . 53
Section 7.05. Right of Revocation of Action Taken . . . . . . . . . . . 54

ARTICLE 8
Supplemental Indentures
Section 8.01. Supplemental Indentures Without Consent of
Securityholders . . . . . . . . . . . . . . . . . . . . . 54
Section 8.02. Supplemental Indentures With Consent of
Securityholders . . . . . . . . . . . . . . . . . . . . . 56
Section 8.03. Effect of Supplemental Indenture . . . . . . . . . . . . . 58
Section 8.04. Documents to Be Given to Trustee . . . . . . . . . . . . . 58
Section 8.05. Notation on Securities in Respect of
Supplemental Indentures . . . . . . . . . . . . . . . . . 58
Section 8.06. Subordination Unimpaired . . . . . . . . . . . . . . . . . 58

ARTICLE 9
Consolidation, Merger, Sale or Conveyance
Section 9.01. Covenant Not to Merge, Consolidate, Sell or
Convey Property Except Under Certain
Conditions . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 9.02. Successor Corporation Substituted . . . . . . . . . . . . 59
Section 9.03. Opinion of Counsel Delivered to Trustee . . . . . . . . . 60

ARTICLE 10
Satisfaction and Discharge of Indenture; Unclaimed Moneys
Section 10.01. Satisfaction and Discharge of Indenture . . . . . . . . . 60
Section 10.02. Application by Trustee of Funds Deposited for
Payment of Securities . . . . . . . . . . . . . . . . . . 66
Section 10.03. Repayment of Moneys Held by Paying Agent . . . . . . . . . 66
Section 10.04. Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years . . . . . . . . . . . . . . 66
Section 10.05. Indemnity for U.S. Government Obligations . . . . . . . . 67

ARTICLE 11
Miscellaneous Provisions
Section 11.01. Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual
Liability . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 11.02. Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons . . . . . . 67
Section 11.03. Successors and Assigns of Issuer Bound by
Indenture . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 11.04. Notices and Demands on Issuer, Trustee and
Holders of Securities and Coupons . . . . . . . . . . . . 68
Section 11.05. Officer's Certificates and Opinions of Counsel;
Statements to Be Contained Therein . . . . . . . . . . . . 69
Section 11.06. Payments Due on Saturdays, Sundays and
Holidays . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 11.07. Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . 70
Section 11.08. New York Law to Govern . . . . . . . . . . . . . . . . . . 70
Section 11.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 70
Section 11.10. Effect of Headings . . . . . . . . . . . . . . . . . . . . 70
Section 11.11. Securities in a Foreign Currency or in ECU . . . . . . . . 70
Section 11.12. Judgment Currency . . . . . . . . . . . . . . . . . . . . 71

ARTICLE 12
Redemption of Securities and Sinking Funds
Section 12.01. Applicability of Article . . . . . . . . . . . . . . . . . 72
Section 12.02. Notice of Redemption; Partial Redemptions . . . . . . . . 72
Section 12.03. Payment of Securities Called for Redemption . . . . . . . 74
Section 12.04. Exclusion of Certain Securities from
Eligibility for Selection for Redemption . . . . . . . . . 75
Section 12.05. Mandatory and Optional Sinking Funds . . . . . . . . . . . 75

ARTICLE 13
Subordination
Section 13.01. Securities and Coupons Subordinated to Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 78
Section 13.02. Disputes with Holders of Certain Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 80
Section 13.03. Subrogation . . . . . . . . . . . . . . . . . . . . . . . 80
Section 13.04. Obligation of Issuer Unconditional . . . . . . . . . . . . 81
Section 13.05. Payments on Securities and Coupons Permitted . . . . . . . 81
Section 13.06. Effectuation of Subordination by Trustee . . . . . . . . . 81
Section 13.07. Knowledge of Trustee . . . . . . . . . . . . . . . . . . . 82
Section 13.08. Trustee May Hold Senior Indebtedness . . . . . . . . . . . 82
Section 13.09. Rights of Holders of Senior Indebtedness Not
Impaired . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 13.10. Article Applicable to Paying Agents . . . . . . . . . . . 82
Section 13.11. Trustee; Compensation Not Prejudiced . . . . . . . . . . . 83

THIS INDENTURE, dated as of ( ), 1998 between MORGAN STANLEY, DEAN
WITTER, DISCOVER & CO., a Delaware corporation (the "ISSUER"), and THE BANK
OF NEW YORK, as trustee (the "TRUSTEE"),

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of
its junior subordinated unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "SECURITIES") up to such
principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture;

WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective holders from time
to time of the Securities and of the coupons, if any, appertaining thereto as
follows:

ARTICLE 1
Definitions

Section 1.01 Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section. All other terms used in this Indenture that are defined in the Trust
Indenture Act of 1939 or the definitions of which in the Securities Act of
1933 are referred to in the Trust Indenture Act of 1939, including terms
defined therein by reference to the Securities Act of 1933 (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in
said Securities Act as in force at the date of this Indenture. All accounting
terms used herein and not expressly defined shall have the meanings assigned
to such terms in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" means such accounting
principles as are generally accepted at the time of any computation. The
words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision. The terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular.

"ADDITIONAL INTEREST" means compounded interest arising on any deferred
interest payments, as defined in any series of Securities.

"ADDITIONAL SUMS" has the meaning specified in Section 2.03(q) of this
Indenture.

"AFFILIATE" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933 or any successor rule thereunder.

"AUTHENTICATING AGENT" shall have the meaning set forth in Section 6.14.

"AUTHORIZED NEWSPAPER" means a newspaper (which, in the case of The City
of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition), in the case of the United Kingdom, will, if practicable, be the
Financial Times (London Edition) and, in the case of Luxembourg, will, if
practicable, be the Luxemburger Wort) published in an official language of
the country of publication customarily published at least once a day for at
least five days in each calendar week and of general circulation in The City
of New York, the United Kingdom or in Luxembourg, as applicable. If it shall
be impractical in the opinion of the Trustee to make any publication of any
notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the approval of the
Trustee shall constitute a sufficient publication of such notice.

"BOARD OF DIRECTORS" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

"BOARD RESOLUTION" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Trustee.

"BUSINESS DAY" means, with respect to any Security, a day that in the
city (or in any of the cities, if more than one) in which amounts are
payable, as specified in the form of such Security, is not a day on which
banking institutions are authorized or required by law or regulation to
close.

"CAPITAL SECURITIES" means, with respect to an MSDW Capital Trust, the
undivided beneficial interests in the assets of such trust that rank pari
passu with the Common Securities issued by such trust; provided, that upon
the occurrence of an Event of Default with respect to the Securities held by
such trust, the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of such Capital
Securities.

"CAPITAL SECURITIES GUARANTEE" means, with respect to an MSDW Capital
Trust, any Guarantee that the Guarantor enters into with The Bank of New York
or any other Person that operates directly or indirectly for the benefit of
holders of the Capital Securities of such trust.

"COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if
at any time after the execution and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

"COMMON SECURITIES" means, with respect to an MSDW Capital Trust, the
undivided beneficial interests in the assets of such trust that rank pari
passu with the Capital Securities issued by such trust; provided, that upon
the occurrence of an Event of Default with respect to the Securities held by
such trust, the rights of holders of such Common Securities to payment in
respect to distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of such Capital
Securities.

"COMMON SECURITIES GUARANTEE" means, with respect to an MSDW Capital
Trust, any Guarantee that the Guarantor enters into with any Person that
operates directly or indirectly for the benefit of holders of the Common
Securities of such trust.

"COMPOSITE RATE" means, at any time, the rate of interest, per annum,
compounded semiannually, equal to the sum of the rates of interest borne by
the Securities of each series (as specified on the face of the Securities of
each series, provided, that, in the case of the Securities with variable
rates of interest, the interest rate to be used in calculating the Composite
Rate shall be the interest rate applicable to such Securities at the
beginning of the year in which the Composite Rate is being determined and,
provided, further, that, in the case of Securities which do not bear
interest, the interest rate to be used in calculating the Composite Rate
shall be a rate equal to the yield to maturity on such Securities, calculated
at the time of issuance of such Securities) multiplied, in the case of each
series of Securities, by the percentage of the aggregate principal amount of
the Securities of all series Outstanding represented by the Outstanding
Securities of such series. For the purposes of this calculation, the
aggregate principal amounts of Outstanding Securities that are denominated in
a foreign currency, shall be calculated in the manner set forth in Section
11.11

"CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in (New York, New York).

"COUPON" means any interest coupon appertaining to a Security.

"COVENANT DEFEASANCE" shall have the meaning set forth in Section
10.01(c).

"DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities,
the Person designated as Depositary by the Issuer pursuant to Section 2.03
until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall
mean or include each Person who is then a Depositary hereunder, and if at any
time there is more than one such Person, "Depositary" as used with respect to
the Securities of any such series shall mean the Depositary with respect to
the Registered Global Securities of that series.

"DIRECT ACTION" means a legal proceeding instituted by a holder of the
Capital Securities of an MSDW Capital Trust directly against the Issuer for
the enforcement of payment to such holder of any amounts payable in respect
of the Securities held by such trust having a principal amount equal to the
aggregate liquidation amount of the Capital Securities held by such holder,
if an Event of Default has occurred and is continuing and such Event of
Default is attributable to the failure of the Issuer to pay any amounts
payable in respect of such Securities on the date such amounts are otherwise
payable (in accordance with the terms hereof and thereof).

"DOLLAR" means the coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.

"ECU" means the European Currency Unit as defined and revised from time
to time by the Council of European Communities.

"euro" means the currency of participating member states of the European
Union that adopt a single currency in accordance with the Treaty on European
Unity signed February 7, 1992.

"EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.01.

"FOREIGN CURRENCY" mean the ECU, euro or any successor or similar
currency or any currency issued by the government of a country other than the
United States.

"GUARANTOR" means the Issuer in its capacity as guarantor under any
Trust Securities Guarantee.

"HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other similar
terms mean (a) in the case of any Registered Security, the person in whose
name such Security is registered in the security register kept by the Issuer
for that purpose in accordance with the terms hereof, and (b) in the case of
any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.

"INDEBTEDNESS" shall have the meaning set forth in Section 5.01.

"INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular
series of Securities established as contemplated hereunder.

"INTEREST" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

"ISSUER" means (except as otherwise provided in Article 6) Morgan
Stanley, Dean Witter, Discover & Co., a Delaware corporation and, subject to
Article 9, its successors and assigns.

"ISSUER ORDER" means a written statement, request or order of the Issuer
signed in its name by one of the following: the Chairman of the Board, the
President, the Chief Financial Officer, the Chief Strategic and
Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant
Treasurer or any other person authorized by the Board of Directors to execute
any such written statement, request or order.

"JUDGMENT CURRENCY" shall have the meaning set forth in Section 11.12.

"MSDW CAPITAL TRUST" means an MSDW Capital Trust, a Delaware statutory
business trust, or any permitted successor thereto, or any substantially
similar Delaware statutory business trust sponsored by the Issuer.

"OFFICER'S CERTIFICATE" means a certificate signed by any one of the
following: the Chairman of the Board, the President, the Chief Financial
Officer, the Chief Strategic and Administrative Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer or any other person
authorized by the Board of Directors to execute any such certificate and
delivered to the Trustee. Each such certificate shall comply with Section 314
of the Trust Indenture Act of 1939 and include the statements provided for in
Section 11.05.

"OPINION OF COUNSEL" means an opinion in writing signed by the Chief
Legal Officer of the Issuer, or by such other legal counsel who may be an
employee of or counsel to the Issuer. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 11.05.

"ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly)
on registration of transfer, exchange or substitution.

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

"OUTSTANDING" (except as otherwise provided in Section 6.08), when used
with reference to Securities, shall, subject to the provisions of Section
7.04, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except

(a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of
which moneys or U.S. Government Obligations (as provided for in Section
10.01) in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the Holders of such
Securities (if the Issuer shall act as its own paying agent), provided that
if such Securities, or portions thereof, are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein
provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and

(c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such Security is held by
a person in whose hands such Security is a legal, valid and binding
obligation of the Issuer).

In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

"PERIODIC OFFERING" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities.

"PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"PRINCIPAL" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

"RECORD DATE" shall have the meaning set forth in Section 2.07.

"REGISTERED GLOBAL SECURITY", means a Security evidencing all or a part
of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.04, and bearing the legend prescribed in
Section 2.04.

"REGISTERED SECURITY" means any Security registered on the Security
register of the Issuer.

"REQUIRED CURRENCY" shall have the meaning set forth in Section 11.12.

"RESPONSIBLE OFFICER" when used with respect to the Trustee means the
chairman of the Board of Directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any
vice president, (whether or not designated by numbers or words added before
or after the title "vice president") the cashier, the secretary, the
treasurer, any trust officer, any assistant trust officer, any assistant vice
president, any assistant cashier, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the persons
who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.

"SECURITY" or "SECURITIES" (except as otherwise provided in Section
6.08) has the meaning stated in the first recital of this Indenture, or, as
the case may be, Securities that have been authenticated and delivered under
this Indenture.

"SENIOR INDENTURE" means a Senior Indenture between Morgan Stanley (as
predecessor to the Issuer) and The Chase Manhattan Bank (formerly known as
Chemical Bank), as trustee, 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 and by a Third
Supplemental Senior Indenture between the Issuer and The Chase Manhattan
Bank, as trustee, dated as of June 1, 1997, as the same may be amended from
time to time..

"SENIOR INDEBTEDNESS" means obligations with respect to securities
issued under the Senior Indenture or the Senior Subordinated Indenture and
any other obligations (other than non-recourse obligations, the Securities or
any other obligations specifically designated as being subordinate in right
of payment to Senior Indebtedness) of, or guaranteed or assumed by, the
Issuer for borrowed money or evidenced by bonds, debentures, notes or other
similar instruments, and amendments, renewals, extensions, modifications and
refundings of any such indebtedness or obligation.

"SENIOR SUBORDINATED INDENTURE" means a Subordinated Indenture between
Morgan Stanley (as predecessor to the Issuer) and The First National Bank of
Chicago, as trustee, dated as of April 15, 1989, as supplemented by a First
Supplemental Subordinated Indenture dated as of May 15, 1991 and a Second
Supplemental Subordinated Indenture dated as of April 15, 1996 and by a Third
Supplemental Subordinated Indenture between the Issuer and The First National
Bank of Chicago, as trustee, dated as of June 1, 1997, as the same may be
amended from time to time.

"TRUST AGREEMENT" means, with respect to an MSDW Capital Trust, the
Amended and Restated Trust Agreement of such trust.

"TRUST INDENTURE ACT OF 1939" (except as otherwise provided in Sections
8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date
as of which this Indenture was originally executed.

"TRUSTEE" means the Person identified as "TRUSTEE" in the first
paragraph hereof and, subject to the provisions of Article 6, shall also
include any successor trustee. "TRUSTEE" shall also mean or include each
Person who is then a trustee hereunder and if at any time there is more than
one such Person, "TRUSTEE" as used with respect to the Securities of any
series shall mean the trustee with respect to the Securities of such series.

"TRUST SECURITIES" means, with respect to an MSDW Capital Trust, the
Common Securities and the Capital Securities issued by such trust.

"TRUST SECURITIES GUARANTEE" means, with respect to an MSDW Capital
Trust, the Common Securities Guarantee and the Capital Securities Guarantee
covering the Common Securities and the Capital Securities, respectively, of
such trust.

"UNREGISTERED SECURITY" means any Security other than a Registered
Security.

"U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in
Section 10.01(a).

"YIELD TO MATURITY" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with accepted financial practice.

ARTICLE 2
Securities

Section 2.01 Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form
(not inconsistent with this Indenture) as shall be established by or pursuant
to one or more Board Resolutions (as set forth in a Board Resolution or, to
the extent established pursuant to rather than set forth in a Board
Resolution, an Officer's Certificate detailing such establishment) or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends or endorsements, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined
by the officers executing such Securities and Coupons, if any, as evidenced
by their execution of such Securities and Coupons.

The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and
Coupons, if any.

Section 2.02 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

"This is one of the Securities referred to in the
within-mentioned Junior Subordinated Indenture.

--------------------------------------------
as Trustee

Dated: By:
------------- ----------------------------------------
Authorized Signatory

If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

"This is one of the Securities referred to in the
within-mentioned Junior Subordinated Indenture.

--------------------------------------------
as Trustee

Dated: By:
------------- ----------------------------------------
Authorized Signatory

Section 2.03 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

The Securities may be issued in one or more series and the Securities of
each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder shall be subordinate
and junior in right of payment, to the extent and in the manner set forth in
Article 13, to all Senior Indebtedness of the Issuer. There shall be
established in or pursuant to one or more Board Resolutions (and, to the
extent established pursuant to rather than set forth in a Board Resolution,
in an Officer's Certificate detailing such establishment) or established in
one or more indentures supplemental hereto, prior to the initial issuance of
Securities of any series,

(a) the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;

(b) any limit upon the aggregate principal amount of the Securities of
the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 2.08, 2.09, 2.11, 8.05 or 12.03)

(c) if other than Dollars, the coin or currency in which the Securities
of that series are denominated (including, but not limited to, any Foreign
Currency or ECU);

(d) the date or dates on which the principal of the Securities of the
series is payable and any provisions for the advancement of any such date;

(e) the rate or rates at which the Securities of the series shall bear
interest, if any, the rate or rates and extent to which Additional Interest,
if any, shall be payable in respect of any Securities of such series, the
date or dates from which such interest shall accrue, on which such interest
shall be payable and (in the case of Registered Securities) on which a record
shall be taken for the determination of Holders to whom interest is payable
and/or the method by which such rate or rates or date or dates shall be
determined;

(f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in
Section 3.02), the place or places where the Securities of the series may be
presented for registration of transfer or exchange and the place or places
where notices and demands to or upon the Issuer in respect of the Securities
of the series may be made;

(g) any provisions relating to the deferral of interest payments on the
Securities of the series at the option of the Issuer or otherwise;

(h) the right, if any, of the Issuer to redeem Securities of the
series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and any terms and conditions upon which
Securities of the series may be so redeemed, pursuant to any sinking fund or
otherwise;

(i) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption, sinking fund
or analogous provisions or at the option of a Holder thereof and the price or
prices at which, the period or periods within which and any terms and
conditions upon which Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;(j) any
securities exchange or quotation system on which the Securities of the series
may be listed or quoted, as applicable;

(k) if other than denominations of $25 and any integral multiple
thereof, the denominations in which Securities of the series shall be
issuable;

(l) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof;

(m) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the
principal of or interest on the Securities of such series shall be payable;

(n) if the Securities of a series may be converted into or exchanged
for stock or other securities of the Issuer or other entities, the terms upon
which such series may be converted or exchanged, any specific terms relating
to the adjustment thereof and the period during which such Securities may be
so converted or exchanged;

(o) if the principal of or interest on the Securities of such series
are to be payable, at the election of the Issuer or a Holder thereof, in a
coin or currency other than that in which the Securities are denominated, the
period or periods within which, and the terms and conditions upon which, such
election may be made;

(p) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based
on a coin or currency other than that in which the Securities of the series
are denominated, the manner in which such amounts shall be determined;

(q) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Unregistered Securities (with or without Coupons), or
any combination of the foregoing, any restrictions applicable to the offer,
sale or delivery of Unregistered Securities or the payment of interest
thereon and, if other than as provided in Section 2.08, the terms upon which
Unregistered Securities of any series may be exchanged for Registered
Securities of such series and vice versa;

(r) whether and under what circumstances the Issuer will pay Additional
Sums or any other additional amounts on the Securities of the series held by
a person who is not a U.S. person or held in an MSDW Capital Trust in respect
of any tax, assessment or governmental charge withheld or deducted and, if
so, whether the Issuer will have the option to redeem such Securities rather
than pay such additional sums;

(s) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

(t) any trustees, depositaries, authenticating or paying agents,
transfer agents or registrars or any other agents with respect to the
Securities of such series;

(u) any additions, modifications or deletions in the Events of Default
or covenants of the Issuer set forth herein with respect to the Securities of
such series; and

(v) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series and Coupons, if any, appertaining
thereto, shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer's Certificate referred to above
or as set forth in any such indenture supplemental hereto. All Securities of
any one series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by
or pursuant to such Board Resolution, such Officer's Certificate or in any
such indenture supplemental hereto.

Section 2.04 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons,
if any, executed by the Issuer to the Trustee for authentication together
with the applicable documents referred to below in this Section, and the
Trustee shall thereupon manually authenticate and deliver such Securities to
or upon the order of the Issuer (contained in the Issuer Order referred to
below in this Section) or pursuant to such procedures acceptable to the
Trustee and to such recipients as may be specified from time to time by an
Issuer Order. The maturity date, original issue date, interest rate and any
other terms of the Securities of such series and Coupons, if any,
appertaining thereto shall be determined by or pursuant to such Issuer Order
and procedures. If provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral instructions from the
Issuer or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive (in the case of
subparagraphs (b), (c) and (d) below only at or before the time of the first
request of the Issuer to the Trustee to authenticate Securities of such
series) and (subject to Section 6.01) shall be fully protected in relying
upon, unless and until such documents have been superceded or revoked:

(a) an Issuer Order requesting such authentication and setting forth
delivery instructions if the Securities and Coupons, if any, are not to be
delivered to the Issuer, provided that, with respect to Securities of a
series subject to a Periodic Offering, (i) such Issuer Order may be delivered
by the Issuer to the Trustee prior to the delivery to the Trustee of such
Securities for authentication and delivery, (ii) the Trustee shall
authenticate and deliver Securities of such series for original issue from
time to time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to an Issuer Order or
pursuant to procedures acceptable to the Trustee as may be specified from
time to time by an Issuer Order, (iii) the maturity date or dates, original
issue date or dates, interest rate or rates and any other terms of Securities
of such series shall be determined by an Issuer Order or pursuant to such
procedures and (iv) if provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Issuer or its duly authorized agent or agents, which
oral instructions shall be promptly confirmed in writing;

(b) any Board Resolution, Officer's Certificate and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant
to which the forms and terms of the Securities and Coupons, if any, were
established;

(c) an Officer's Certificate setting forth the form or forms and terms
of the Securities and Coupons, if any, stating that the form or forms and
terms of the Securities and Coupons, if any, have been established pursuant
to Sections 2.01 and 2.03 and comply with this Indenture, and covering such
other matters as the Trustee may reasonably request; and

(d) at the option of the Issuer, either an Opinion of Counsel, or a
letter addressed to the Trustee permitting it to rely on an Opinion of
Counsel, substantially to the effect that:

(i) the forms of the Securities and Coupons, if any, have been
duly authorized and established in conformity with the provisions
of this Indenture;

(ii) in the case of an underwritten offering, the terms of the
Securities have been duly authorized and established in conformity with
the provisions of this Indenture, and, in the case of an offering that
is not underwritten, certain terms of the Securities have been
established pursuant to a Board Resolution, an Officer's Certificate or
a supplemental indenture in accordance with this Indenture, and when
such other terms as are to be established pursuant to procedures set
forth in an Issuer Order shall have been established, all such terms
will have been duly authorized by the Issuer and will have been
established in conformity with the provisions of this Indenture;

(iii) when the Securities and Coupons, if any, have been
executed by the Issuer and authenticated by the Trustee in accordance
with the provisions of this Indenture and delivered to and duly paid for
by the purchasers thereof, they will have been duly issued under this
Indenture and will be valid and legally binding obligations of the
Issuer, enforceable in accordance with their respective terms, and will
be entitled to the benefits of this Indenture; and

(iv) the execution and delivery by the Issuer of, and the
performance by the Issuer of its obligations under, the Securities and
Coupons, if any, will not contravene any provision of applicable law or
the certificate of incorporation or by-laws of the Issuer or any
agreement or other instrument binding upon the Issuer or any of its
subsidiaries that is material to the Issuer and its subsidiaries,
considered as one enterprise, or, to the best of such counsel's
knowledge, any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Issuer or any subsidiary,
and no consent, approval or authorization of any governmental body or
agency is required for the performance by the Issuer of its obligations
under the Securities and Coupons, if any, except such as are specified
and have been obtained and such as may be required by the securities or
blue sky laws of the various states in connection with the offer and
sale of the Securities and Coupons, if any.

In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the State of New
York and the federal law of the United States, upon opinions of other counsel
(copies of which shall be delivered to the Trustee), who shall be counsel
reasonably satisfactory to the Trustee, in which case the opinion shall state
that such counsel believes he and the Trustee are entitled so to rely. Such
counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates of
officers of the Issuer and its subsidiaries and certificates of public
officials.

The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the
Trustee to personal liability to existing Holders or would affect the
Trustee's own rights, duties or immunities under the Securities, this
Indenture or otherwise.

If the Issuer shall establish pursuant to Section 2.03 that the
Securities of a series are to be issued in the form of one or more Registered
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the Issuer Order with respect to such
series, authenticate and deliver one or more Registered Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such series issued and
not yet cancelled, (ii) shall be registered in the name of the Depositary for
such Registered Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security
may not be transferred except as a whole by the Depositary to the 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."

Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

Section 2.05 Execution of Securities. The Securities and, if
applicable, each Coupon appertaining thereto shall be signed on behalf of the
Issuer by one of the following: the Chairman of the Board, the President, the
Chief Financial Officer, the Chief Strategic and Administrative Officer, the
Chief Legal Officer, the Treasurer, any Assistant Treasurer or any other
person authorized by the Board of Directors to execute Securities or, if
applicable, Coupons, which Securities or Coupons may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. Minor errors or defects in any such
reproduction of any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered
by the Trustee.

In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed
of by the Issuer, such Security or Coupon nevertheless may be authenticated
and delivered or disposed of as though the person who signed such Security or
Coupon had not ceased to be such officer of the Issuer; and any Security or
Coupon may be signed on behalf of the Issuer by such persons as, at the
actual date of the execution of such Security or Coupon, shall be the proper
officers of the Issuer, although at the date of the execution and delivery of
this Indenture any such person was not such an officer.

Section 2.06 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one
of its authorized officers, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. No Coupon shall be
entitled to the benefits of this Indenture or shall be valid and obligatory
for any purpose until the certificate of authentication on the Security to
which such Coupon appertains shall have been duly executed by the Trustee.
The execution of such certificate by the Trustee upon any Security executed
by the Issuer shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture.

Section 2.07 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by
Section 2.03 or, with respect to the Registered Securities of any series, if
not so established, in denominations of $1,000 and any integral multiple
thereof. If denominations of Unregistered Securities of any series are not so
established, such Securities shall be issuable in denominations of $1,000 and
$5,000. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of
the Trustee, as evidenced by the execution and authentication thereof.

Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section
2.03. The Securities of each series shall bear interest, if any, from the
date, and such interest shall be payable on the dates, established as
contemplated by Section 2.03.

The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment
date, except if and to the extent the Issuer shall default in the payment of
the interest due on such interest payment date for such series, in which case
such defaulted interest shall be paid to the persons in whose names
Outstanding Registered Securities for such series are registered at the close
of business on a subsequent record date (which shall be not less than five
Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the
Holders of Registered Securities not less than 15 days preceding such
subsequent record date. The term "RECORD DATE" as used with respect to any
interest payment date (except a date for payment of defaulted interest) for
the Securities of any series shall mean the date specified as such in the
terms of the Registered Securities of such series established as contemplated
by Section 2.03, or, if no such date is so established, if such interest
payment date is the first day of a calendar month, the fifteenth day of the
next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month,
whether or not such record date is a Business Day.

Section 2.08 Registration, Transfer and Exchange. The Issuer will keep
at each office or agency to be maintained for the purpose as provided in
Section 3.02 for each series of Securities a register or registers in which,
subject to such reasonable regulations as it may prescribe, it will provide
for the registration of Registered Securities of such series and the
registration of transfer of Registered Securities of such series. Such
register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time. At
all reasonable times such register or registers shall be open for inspection
by the Trustee.

Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section
3.02 and upon payment, if the Issuer shall so require, of the charges
hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise specified pursuant to
Section 2.03, at the option of the Holder thereof, Unregistered Securities of
any series may be exchanged for Registered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of
the Issuer that shall be maintained for such purpose in accordance with
Section 3.02, with, in the case of Unregistered Securities that have Coupons
attached, all unmatured Coupons and all matured Coupons in default thereto
appertaining, and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. At the option of the Holder thereof, if
Unregistered Securities of any series, maturity date, interest rate and
original issue date are issued in more than one authorized denomination,
except as otherwise specified pursuant to Section 2.03, such Unregistered
Securities may be exchanged for Unregistered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of
the Issuer that shall be maintained for such purpose in accordance with
Section 3.02 or as specified pursuant to Section 2.03, with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless
otherwise specified pursuant to Section 2.03, Registered Securities of any
series may not be exchanged for Unregistered Securities of such series.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. All Securities and
Coupons surrendered upon any exchange or transfer provided for in this
Indenture shall be promptly cancelled and disposed of by the Trustee and the
Trustee will deliver a certificate of disposition thereof to the Issuer.

All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed by the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge shall be made
for any such transaction.

The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed.

Notwithstanding any other provision of this Section 2.08, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion
of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or
by such Depositary or any such nominee to a successor Depositary for such
series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities
shall no longer be eligible under Section 2.04, the Issuer shall appoint a
successor Depositary eligible under Section 2.04 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.04
for such Registered Securities is not appointed by the Issuer within 90 days
after the Issuer receives such notice or becomes aware of such ineligibility,
the Issuer's election pursuant to Section 2.03 that such Registered
Securities be represented by one or more Registered Global Securities shall
no longer be effective and the Issuer will execute, and the Trustee, upon
receipt of an Officer's Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without coupons, in
any authorized denominations, in an aggregate principal amount equal to the
principal amount of the Registered Global Security or Securities representing
such Registered Securities in exchange for such Registered Global Security or
Securities.

The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt of an Officer's Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without
coupons, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of the Registered Global Security or Securities
representing such Registered Securities, in exchange for such Registered
Global Security or Securities.

If specified by the Issuer pursuant to Section 2.03 with respect to
Securities represented by a Registered Global Security, the Depositary for
such Registered Global Security may surrender such Registered Global Security
in exchange in whole or in part for Securities of the same series in
definitive registered form on such terms as are acceptable to the Issuer and
such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

(a) to the Person specified by such Depositary a new Registered
Security or Securities of the same series, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Registered Global
Security; and

(b) to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Registered Global Security and the aggregate principal amount
of Registered Securities authenticated and delivered pursuant to clause (a)
above.

Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of
the Issuer or the Trustee. Securities in definitive registered form without
coupons issued in exchange for a Registered Global Security pursuant to this
Section 2.08 shall be registered in such names and in such authorized
denominations as the Depositary for such Registered Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.

All Securities issued upon any transfer or exchange of Securities shall
be valid obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee (any of which, other than the Issuer, shall rely on
an Officer's Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Security for a Registered Security if such exchange
would result in adverse Federal income tax consequences to the Issuer (such
as, for example, the inability of the Issuer to deduct from its income, as
computed for Federal income tax purposes, the interest payable on the
Unregistered Securities) under then applicable United States Federal income
tax laws.

Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or any Coupon appertaining to
any Security shall become mutilated, defaced or be destroyed, lost or stolen,
the Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver a new
Security of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen with Coupons corresponding to the Coupons appertaining to the
Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange
or substitution for the Security to which such mutilated, defaced, destroyed,
lost or stolen Coupon appertained, with Coupons appertaining thereto
corresponding to the Coupons so mutilated, defaced, destroyed, lost or
stolen. In every case the applicant for a substitute Security or Coupon shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to indemnify
and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the
Security and related Coupons to the Trustee or such agent.

Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or its agent)
connected therewith. In case any Security or Coupon which has matured or is
about to mature or has been called for redemption in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead
of issuing a substitute Security, pay or authorize the payment of the same or
the relevant Coupon (without surrender thereof except in the case of a
mutilated or defaced Security or Coupon), if the applicant for such payment
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as any of them may require to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent of
the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security or Coupon shall be at any time enforceable by anyone and
shall be entitled to all the benefits of (but shall be subject to all the
limitations of rights set forth in) this Indenture equally and
proportionately with any and all other Securities or Coupons of such series
duly authenticated and delivered hereunder. All Securities and Coupons shall
be held and owned upon the express condition that, to the extent permitted by
law, the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, defaced or destroyed, lost or stolen Securities and
Coupons and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

Section 2.10 Cancellation of Securities; Destruction Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a
sinking or analogous fund, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no Securities or Coupons shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee or its agent shall return such cancelled Securities
and Coupons held by it to the Issuer. If the Issuer or its agent shall
acquire any of the Securities or Coupons, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Trustee
or its agent for cancellation.

Section 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered
Securities with or without coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee as evidenced by the execution and
authentication thereof. Temporary Securities may contain such references to
any provisions of this Indenture as may be appropriate. Every temporary
Security shall be executed by the Issuer and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Registered Securities of such series may be surrendered
in exchange therefor without charge at each office or agency to be maintained
by the Issuer for that purpose pursuant to Section 3.02 and, in the case of
Unregistered Securities, at any agency maintained by the Issuer for such
purpose as specified pursuant to Section 2.03, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the
same series having authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so
exchanged, the temporary Securities of any series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series,
unless otherwise established pursuant to Section 2.03. The provisions of this
Section are subject to any restrictions or limitations on the issue and
delivery of temporary Unregistered Securities of any series that may be
established pursuant to Section 2.03 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued
in exchange for such temporary global Unregistered Security).

ARTICLE 3
Covenants of the Issuer

Section 3.01 Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest
installments as are evidenced thereby as they severally mature. If any
temporary Unregistered Security provides that interest thereon may be paid
while such Security is in temporary form, the interest on any such temporary
Unregistered Security (together with any additional amounts payable pursuant
to the terms of such Security) shall be paid, as to the installments of
interest evidenced by Coupons attached thereto, if any, only upon
presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Securities for notation
thereon of the payment of such interest, in each case subject to any
restrictions that may be established pursuant to Section 2.03. The interest
on Registered Securities (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only to or upon
the written order of the Holders thereof and, at the option of the Issuer,
may be paid by wire transfer or by mailing checks for such interest payable
to or upon the written order of such Holders at their last addresses as they
appear on the registry books of the Issuer; provided, however, that, if the
Securities of such series are held by an MSDW Capital Trust or a trustee of
such trust and a holder of a Capital Security of such trust brings a
successful Direct Action with respect to any interest payable on such
Securities, such interest will be payable directly to such holder. In such
event, the Issuer will have the right to set-off such payment to such holder
against its obligation to pay interest on such Securities to such MSDW
Capital Trust.

Section 3.02 Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan,
The City of New York, an office or agency where the Registered Securities of
each series may be presented for payment, where the Securities of each series
may be presented for exchange as is provided in this Indenture and, if
applicable, pursuant to Section 2.03 and where the Registered Securities of
each series may be presented for registration of transfer as in this
Indenture provided.

The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto
may be presented for payment. No payment on any Unregistered Security or
Coupon will be made upon presentation of such Unregistered Security or Coupon
at an agency of the Issuer within the United States nor will any payment be
made by transfer to an account in, or by mail to an address in, the United
States unless pursuant to applicable United States laws and regulations then
in effect such payment can be made without adverse tax consequences to the
Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered
Securities of any series and Coupons appertaining thereto which are payable
in Dollars may be made at an agency of the Issuer maintained in the Borough
of Manhattan, The City of New York if such payment in Dollars at each agency
maintained by the Issuer outside the United States for payment on such
Unregistered Securities is illegal or effectively precluded by exchange
controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

The Issuer will give to the Trustee written notice of the location of
each such office or agency and of any change of location thereof. In case the
Issuer shall fail to maintain any agency required by this Section to be
located in the Borough of Manhattan, The City of New York, or shall fail to
give such notice of the location or of any change in the location of any of
the above agencies, presentations and demands may be made and notices may be
served at the Corporate Trust Office of the Trustee.

The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented for payment, where the Securities of
that series may be presented for exchange as provided in this Indenture and
pursuant to Section 2.03 and where the Registered Securities of that series
may be presented for registration of transfer as in this Indenture provided,
and the Issuer may from time to time rescind any such designation, as the
Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in this Section. The Issuer
will give to the Trustee prompt written notice of any such designation or
rescission thereof.

Section 3.03 Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

Section 3.04 Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

(a) that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor
on the Securities of such series) in trust for the benefit of the Holders of
the Securities of such series, or Coupons appertaining thereto, if any, or of
the Trustee,

(b) that it will give the Trustee notice of any failure by the Issuer
(or by any other obligor on the Securities of such series) to make any
payment of the principal of or interest on the Securities of such series when
the same shall be due and payable, and

(c) that it will pay any such sums so held in trust by it to the
Trustee upon the Trustee's written request at any time during the continuance
of the failure referred to in clause (b) above.

The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a
sum sufficient to pay such principal or interest so becoming due, and (unless
such paying agent is the Trustee) the Issuer will promptly notify the Trustee
of any failure to take such action.

If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities
of such series or the Coupons appertaining thereto a sum sufficient to pay
such principal or interest so becoming due. The Issuer will promptly notify
the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding, but subject to
Section 10.01 and to the terms of any series of Securities, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust
for any such series by the Issuer or any paying agent hereunder, as required
by this Section, such sums to be held by the Trustee upon the trusts herein
contained.

Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section is subject to the
provisions of Sections 10.03 and 11.04.

Section 3.05 Written Statement to Trustee. The Issuer will furnish to
the Trustee on or before March 31 in each year (beginning with March 31,
1998) a brief certificate (which need not comply with Section 11.05) from the
principal executive, financial or accounting officer of the Issuer stating
that in the course of the performance by the signer of his duties as an
officer of the Issuer he would normally have knowledge of any default or
non-compliance by the Issuer in the performance of any covenants or
conditions contained in this Indenture, stating whether or not he has
knowledge of any such default or non-compliance and, if so, specifying each
such default or non-compliance of which the signer has knowledge and the
nature thereof.

Section 3.06 Luxembourg Publications. In the event of the publication
of any notice pursuant to Sections 5.11, 6.08, 6.10(a), 6.11, 8.02, 10.04,
12.02 or 12.05, the party making such publication in the Borough of
Manhattan, The City of New York and London shall also, to the extent that
notice is required to be given to Holders of Securities of any series by
applicable Luxembourg law or stock exchange regulation, as evidenced by an
Officer's Certificate delivered to such party, make a similar publication in
Luxembourg.

ARTICLE 4
Securityholders Lists and Reports by the Issuer and the Trustee

Section 4.01 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Registered Securities of such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of
interest on such Registered Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for
non-interest bearing Registered Securities in each year, and (b) at such
other times as the Trustee may request in writing, within thirty days after
receipt by the Issuer of any such request as of a date not more than 15 days
prior to the time such information is furnished.

Section 4.02 Preservation and Disclosure of Securityholders Lists.
(This Section intentionally left blank.)

Section 4.03 Reports by the Issuer. The Issuer covenants to file with
the Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents, and other reports that the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939.

Section 4.04 Reports by the Trustee. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted
on or before May 15 in each year beginning May 15, 1998, as provided in
Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities
are Outstanding hereunder, and shall be dated as of a date convenient to the
Trustee no more than 60 days prior thereto.

ARTICLE 5
Remedies of the Trustee and Securityholders in the
Event of Default

Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "EVENT OF DEFAULT" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

(a) default in the payment of any instalment of interest upon any of
the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; provided,
however, that a valid extension of an interest payment period by the Issuer
in accordance with the terms of Securities of a series issued hereunder shall
not constitute a default in the payment of interest for this purpose; or

(b) default in the payment of all or any part of the principal on any
of the Securities of such series as and when the same shall become due and
payable either at maturity, upon any redemption, by declaration or otherwise;
or

(c) failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the
Securities of such series (other than a covenant or warranty in respect of
the Securities of such series a default in the performance or breach of which
is elsewhere in this Section specifically dealt with) or in this Indenture
and continued for a period of 60 days after the date on which written notice
specifying such failure, stating that such notice is a "NOTICE OF DEFAULT"
hereunder and demanding that the Issuer remedy the same, shall have been
given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities of all
series affected thereby and, if the Securities of such series are held by an
MSDW Capital Trust or a trustee of such trust and should the Trustee or such
Holders of the Outstanding Securities fail to give such notice, the holders
of at least 25% in aggregate liquidation amount of the outstanding Capital
Securities of such trust shall have the right to give such notice; or

(d) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part
of its property or ordering the winding up or liquidation of its affairs, and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

(e) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of the Issuer or for any substantial part of its property, or make any
general assignment for the benefit of creditors; or

(f) failure by the Issuer to make any payment at maturity, including
any applicable grace period, in respect of indebtedness, which term as used
herein means obligations (other than the Securities of such series or
non-recourse obligations) of, or guaranteed or assumed by, the Issuer for
borrowed money or evidenced by bonds, debentures, notes or other similar
instruments ( Indebtedness") in an amount in excess of $10,000,000 or the
equivalent thereof in any other currency or composite currency and such
failure shall have continued for a period of thirty days after written notice
thereof shall have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities (treated as one class) and, if the Securities of such
series are held by an MSDW Capital Trust or a trustee of such trust and
should the Trustee or such Holders of the Outstanding Securities fail to give
such notice, the holders of at least 25% in aggregate liquidation amount of
the outstanding Capital Securities of such trust shall have the right to give
such notice; or

(g) a default with respect to any Indebtedness, which default results
in the acceleration of Indebtedness in an amount in excess of $10,000,000 or
the equivalent thereof in any other currency or composite currency without
such Indebtedness having been discharged or such acceleration having been
cured, waived, rescinded or annulled for a period of thirty days after
written notice thereof shall have been given by registered or certified mail,
return receipt requested, to the Issuer by the Trustee, or to the Issuer and
the Trustee by the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities (treated as one class) and, if the Securities
of such series are held by an MSDW Capital Trust or a trustee of such trust
and should the Trustee or such Holders of the Outstanding Securities fail to
give such notice, the holders of at least 25% in aggregate liquidation amount
of the outstanding Capital Securities of such trust shall have such right; or

(h) any other Event of Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security
for such series;

provided that if any such failure, default or acceleration referred to in
clauses (f) or (g) above shall cease or be cured, waived, rescinded or
annulled, then the Event of Default hereunder by reason thereof shall be
deemed likewise to have been thereupon cured.

If an Event of Default described in clauses (a), (b), (c) or (h) (if the
Event of Default under clause (c) or (h), as the case may be, is with respect
to less than all series of Securities then Outstanding) occurs and is
continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding
hereunder (voting as a single class) or, if the Securities of such series
are held by an MSDW Capital Trust or a trustee of such trust and should the
Trustee or such Holders of the Outstanding Securities fail to make the
declaration referred to below, the holders of at least 25% in aggregate
liquidation amount of the outstanding Capital Securities of such trust
(voting as a separate class), by notice in writing to the Issuer (and to the
Trustee if given by Securityholders or the holders of Capital Securities),
may declare the entire principal (or, if the Securities of any such affected
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all Securities of
all such affected series or of such series held by an MSDW Capital Trust, as
the case may be, and the interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration, the same shall become
immediately due and payable. If an Event of Default described in clause (c)
or (h) (if the Event of Default under clause (c) or (h), as the case may be,
is with respect to all series of Securities then Outstanding), (d), (e), (f)
or (g) occurs and is continuing, then and in each and every such case, unless
the principal of all the Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities then Outstanding hereunder (treated as
one he Securities of any such series are held by an MSDW Capital Trust or a
trustee of such trust and should the Trustee or such Holders of the
Outstanding Securities fail to make the declaration referred to below, the
Holders of at least 25% in aggregate liquidation amount of the outstanding
Capital Securities of such trust (treated as a separate class), by notice in
writing to the Issuer (and to the Trustee if given by Securityholders or the
holders of Capital Securities), may declare the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities
then Outstanding or of such series held by an MSDW Capital Trust, as the case
may be, and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.

The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Issuer shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured instalments of interest
upon all the Securities of each such series (or of all the Securities, as the
case may be) and the principal of any and all Securities of each such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue instalments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series (or at the respective rates of
interest or Yields to Maturity of all the Securities, as the case may be) to
the date of such payment or deposit) and such amount as shall be sufficient
to cover reasonable compensation to the Trustee and each predecessor Trustee,
its agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith, and if any and all Events of
Default under the Indenture, other than the non-payment of the principal of
Securities which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein -- then and in every
such case the Holders of a majority in aggregate principal amount of all the
Securities of each such series or of all the Securities t each case voting as
a single class (except that each such series of Securities held by an MSDW
Capital Trust shall vote as a separate class), by written notice to the
Issuer and to the Trustee, may waive all defaults with respect to each such
series (or with respect to all the Securities, as the case may be) and
rescind and annul such declaration and its consequences, but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent
default or shall impair any right consequent thereon; provided however, that
if the Securities of such series are held by an MSDW Capital Trust or a
trustee of such trust, (i) such waiver or rescission and annulment shall not
be effective until the holders of a majority in aggregate liquidation amount
of the Capital Securities of such trust shall have consented to such waiver
or rescission and annulment and (ii) should the Holders of the Securities of
such series fail to waive such defaults and rescind and annul such
declaration and its consequences, the holders of a majority in aggregate
liquidation amount of the Capital Securities of such trust shall have such
right.

If the Securities of a series are held by an MSDW Capital Trust or a
trustee of such trust and an Event of Default has occurred and is continuing
and such Event of Default is attributable to the failure of the Issuer to pay
any amounts payable in respect of such Securities on the date such amounts
are otherwise payable, a holder of Capital Securities of such trust may
institute a Direct Action. If the Issuer makes any payment to a holder of
such Capital Securities as a result of a Direct Action, the Issuer will have
the right to set-off any such payment against its obligation to make any
corresponding payment to such MSDW Capital Trust on such Securities.

For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and
annulled, the principal amount of such Original Issue Discount Securities
shall be deemed, for all purposes hereunder, to be such portion of the
principal thereof as shall be due and payable as a result of such
acceleration, and payment of such portion of the principal thereof as shall
be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute
payment in full of such Original Issue Discount Securities.

Section 5.02 Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any instalment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made
in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable, whether upon
maturity of the Securities of such series or upon any redemption or by
declaration or otherwise -- then upon demand of the Trustee, the Issuer will
pay to the Trustee for the benefit of the Holders of the Securities of such
series the whole amount that then shall have become due and payable on all
Securities of such series, and such Coupons, for principal or interest, as
the case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue instalments of interest at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence
or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the Holders,
whether or not the Securities of such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Issuer or other obligor
upon the Securities and collect in the manner provided by law out of the
property of the Issuer or other obligor upon the Securities, wherever
situated the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to
the Issuer or other obligor upon the Securities, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings
or otherwise:

(a) to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) owing and unpaid in respect of the
Securities of any series, and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee, except as a result of
negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities, or
to the creditors or property of the Issuer or such other obligor,

(b) unless prohibited by applicable law and regulations, to vote on
behalf of the holders of the Securities of any series in any election of a
trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and

(c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their
behalf; and any trustee, receiver, or liquidator, custodian or other similar
official is hereby authorized by each of the Securityholders to make payments
to the Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Securityholder in any such proceeding except, as aforesaid, to vote
for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of
the Securities of such series or Coupons appertaining to such Securities or
the production thereof on any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the
Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the Holders of the Securities or Coupons
appertaining to such Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities or Coupons appertaining to such Securities in
respect to which such action was taken and it shall not be necessary to make
any Holders of such Securities or Coupons appertaining to such Securities
parties to any such proceedings.

Section 5.03 Applications of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall, subject to
the subordination provisions hereof, be applied in the following order at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal or interest, upon presentation of the several
Securities and Coupons appertaining to such Securities in respect of which
monies have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid,
or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such
series in respect of which monies have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee and
their respective agents and attorneys and of all expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith;

SECOND: In case the principal of the Securities of such series in
respect of which moneys have been collected shall not have become and be
then due and payable, to the payment of interest on the Securities of
such series in default in the order of the maturity of the instalments
of such interest, with interest (to the extent that such interest has
been collected by the Trustee) upon the overdue instalments of interest
at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;

THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall have become and shall
be then due and payable, to the payment of the whole amount then owing
and unpaid upon all the Securities of such series for principal and
interest, with interest upon the overdue principal, and (to the extent
that such interest has been collected by the Trustee) upon overdue
instalments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid
upon the Securities of such series, then to the payment of such
principal and interest or Yield to Maturity, without preference or
priority of principal over interest or Yield to Maturity, or of interest
or Yield to Maturity over principal, or of any instalment of interest
over any other instalment of interest, or of any Security of such series
over any other Security of such series, ratably to the aggregate of such
principal and accrued and unpaid interest or Yield to Maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer or
any other person lawfully entitled thereto.

Section 5.04 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law.

Section 5.05 Restoration of Rights on Abandonment of Proceedings. In
case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee, then and
in every such case the Issuer and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Securityholders and any rights of
holders of Capital Securities to institute a Direct Action shall continue as
though no such proceedings had been taken.

Section 5.06 Limitations on Suits by Securityholder. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of each
affected series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings in
its own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.09; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security or Coupon with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series or Coupons appertaining to such Securities shall
have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other such Holder of Securities or Coupons appertaining to such Securities,
or to obtain or seek to obtain priority over or preference to any other such
Holder or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders
of Securities of the applicable series and Coupons appertaining to such
Securities. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

Section 5.07 Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon
to receive payment of the principal of and interest on such Security or
Coupon on or after the respective due dates expressed in such Security or
Coupon, or to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder; provided however, that if a series of Securities is
held by an MSDW Capital Trust, the Holder of such Securities shall not give
such consent without the consent of each holder of the Capital Securities of
such trust. Notwithstanding the foregoing, nothing in this Section shall be
deemed to impair the right of any holder of Capital Securities to institute a
Direct Action.

Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default; Restoration of Rights and Remedies. Except as provided in
Section 5.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or Coupons or to holders of the
Capital Securities is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

No delay or omission of the Trustee or of any Holder of Securities or
Coupons or of any holder of Capital Securities to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to be a waiver of
any such Event of Default or an acquiescence therein; and, subject to Section
5.06, every power and remedy given by this Indenture or by law to the Trustee
or to the Holders of Securities or Coupons or to holders of Capital
Securities may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders of Securities or Coupons
or by the holders of Capital Securities.

If the Trustee, any Holder or any holder of Capital Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Capital Securities, then and in every case the Company, the Trustee, the
Holders and such holder of Capital Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of
the Trustee, the Holders and the holders of Capital Securities shall continue
as though no such proceeding had been instituted.

Section 5.09 Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of each series
affected (with all such series voting as a single class) at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture and provided further that (subject to the provisions of Section
6.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, shall determine that the
action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, the executive committee, or a trust
committee of directors or Responsible Officers of the Trustee shall determine
that the action or proceedings so directed would involve the Trustee in
personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would
be unduly prejudicial to the interests of Holders of the Securities of all
series so affected not joining in the giving of said direction, it being
understood that (subject to Section 6.01) the Trustee shall have no duty to
ascertain whether or not such actions or forebearances are unduly prejudicial
to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

Section 5.10 Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have
occurred and be continuing (voting as a single class) may on behalf of the
Holders of all such Securities waive any past default or Event of Default
described in Section 5.01 and its consequences, except a default in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Security affected; provided, that if the
Securities of such series are held by an MSDW Capital Trust or a trustee of
such trust, such waiver shall not be effective as to such Securities unless
the holders of at least a majority in aggregate liquidation amount of the
Capital Securities of such trust shall have consented to such waiver;
provided further, that if the consent of the Holder of each Outstanding
Security of such series is required, such waiver shall not be effective
unless each holder of the Capital Securities of such trust shall have
consented to such waiver. In the case of any such waiver, the Issuer, the
Trustee, the Holders of all such Securities and the holders of any Capital
Securities shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right
consequent thereon.

Section 5.11 Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (a)
if any Unregistered Securities of that series are then Outstanding, to the
Holders thereof, by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, The City of New York and at least once in an
Authorized Newspaper in London (and, if required by Section 3.06, at least
once in an Authorized Newspaper in Luxembourg) and (b) by mail to all Holders
of Registered Securities of such series and to such other Holders of
Securities as have, within two years preceding such transmission, filed their
names and addresses with the Trustee for that purpose, unless in each case
such defaults shall have been cured before the mailing or publication of such
notice (the term "DEFAULTS" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of
time or both would become, an Event of Default); provided that, except in the
case of default in the payment of the principal of or interest on any of the
Securities of such series, or in the payment of any sinking fund instalment
on such series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee, or a trust
committee of directors or trustees and/or Responsible Officers of the Trustee
in good faith determines that the withholding of such notice is in the
interests of the Securityholders of such series.

Section 5.12 Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security
or Coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholder or group of Securityholders of any series holding in the
aggregate more than 10% in aggregate principal amount of the Securities of
such series, or, in the case of any suit relating to or arising under clause
(c) or (h) of Section 5.01 (if the suit relates to Securities of more than
one but less than all series), l0% in aggregate principal amount of
Securities then Outstanding and affected thereby, or in the case of any suit
relating to or arising under clause (c) or (h) (if the suit under clause (c)
or (h) relates to all the Securities then Outstanding), (d), (e), (f) or (g)
of Section 5.01, 10% in aggregate principal amount of all Securities then
Outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or interest (including any
Additional Interest) on any Security on or after the due date expressed in
such Security or any date fixed for redemption.

ARTICLE 6
Concerning the Trustee

Section 6.01 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Securities of a particular series and after
the curing or waiving of all Events of Default which may have occurred with
respect to such series, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default with respect to the Securities of a series has occurred (which has
not been cured or waived) the Trustee shall exercise with respect to such
series of Securities such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act
or its own wilful misconduct, except that

(a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events
of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to the
Securities of any series shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statements,
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such statements,
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of
the Holders pursuant to Section 5.09 relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture.

None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any
of its rights or powers, if there shall be reasonable ground for believing
that the repayment of such funds or adequate indemnity against such liability
is not reasonably assured to it.

The provisions of this Section 6.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.

Section 6.02 Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 6.01:

(a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officer's Certificate or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture, note, coupon, security or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

(b) any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officer's Certificate (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a
copy thereof certified by the secretary or an assistant secretary of the
Issuer;

(c) the Trustee may consult with counsel and any written advice or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by it hereunder
in good faith and in reliance thereon in accordance with such advice or
Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, coupon,
security, or other paper or document unless requested in writing so to do by
the Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
Trustee, shall be repaid by the Issuer upon demand; and

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.

Section 6.03 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds
thereof.

Section 6.04 Trustee and Agents May Hold Securities or Coupons;
Collections, etc. The Trustee or any agent of the Issuer or the Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities or Coupons with the same rights it would have if it were not the
Trustee or such agent and may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.

Section 6.05 Moneys Held by Trustee. Subject to the provisions of
Section 11.04 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the
extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Issuer or the Trustee shall be under any liability for interest
on any moneys received by it hereunder.

Section 6.06 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as the parties
shall agree in writing from time to time (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad
faith. The Issuer also covenants to indemnify the Trustee and each
predecessor Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of this Indenture
or the trusts hereunder and its duties hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability
in the premises. The obligations of the Issuer under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities
or Coupons, and the Securities are hereby subordinated to such senior claim.

Section 6.07 Right of Trustee to Rely on Officer's Certificate, etc.
Subject to Sections 6.01 and 6.02, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence
or bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officer's Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.

Section 6.08 Indentures Not Creating Potential Conflicting Interests
for the Trustee. The following indenture is hereby specifically described
for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939:
this Indenture with respect to the Securities of any other series.

Section 6.09 Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America
or of any State or the District of Columbia having a combined capital and
surplus of at least $5,000,000, and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination
by Federal, State or District of Columbia authority. Such corporation shall
have its principal place of business in the Borough of Manhattan, The City of
New York if there be such a corporation in such location willing to act upon
reasonable and customary terms and conditions. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, the Trustee shall resign immediately in the manner and with
the effect specified in Section 6.10.

The provisions of this Section 6.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

Section 6.10 Resignation and Removal; Appointment of Successor Trustee
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of
such resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and
at least once in an Authorized Newspaper in London (and, if required by
Section 3.06, at least once in an Authorized Newspaper in Luxembourg), (ii)
if any Unregistered Securities of a series affected are then Outstanding, by
mailing notice of such resignation to the Holders thereof who have filed
their names and addresses with the Trustee within the two years preceding the
notice at such addresses as were so furnished to the Trustee and (iii) by
mailing notice of such resignation to the Holders of then Outstanding
Registered Securities of each series affected at their addresses as they
shall appear on the registry books. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.12, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of
Section 310(b) of the Trust Indenture Act of 1939 with respect to any
series of Securities after written request therefor by the Issuer or by
any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 6.09 and Section 310(a) of the Trust Indenture Act
of 1939 and shall fail to resign after written request therefor by the
Issuer or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with respect
to any series of Securities, or shall be adjudged a bankrupt or
insolvent, or a receiver or liquidator of the Trustee or of its property
shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of
Directors of the Issuer, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
mailing of such notice of removal, the retiring trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee,
or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to
the provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer
the evidence provided for in Section 7.01 of the action in that regard taken
by the Securityholders.

(d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in
Section 6.11.

Section 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with
like effect as if originally named as trustee for such series hereunder; but,
nevertheless, on the written request of the Issuer or of the successor
trustee, upon payment of its charges then unpaid, the trustee ceasing to act
shall, subject to Section 10.04, pay over to the successor trustee all moneys
at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.06.

If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable
series shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee
with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor
Trustee, and shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of
a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of
such acceptance such successor trustee shall be qualified under Section
310(b) of the Trust Indenture Act of 1939 and eligible under the provisions
of Section 6.09.

Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof (a) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and at least once
in an Authorized Newspaper in London (and, if required by Section 3.06, at
least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof
who have filed their names and addresses with the Trustee within the two
years preceding the notice, by mailing such notice to such Holders at such
addresses as were so furnished to the Trustee (and the Trustee shall make
such information available to the Issuer for such purpose) and (c) to the
Holders of Registered Securities of each series affected, by mailing such
notice to such Holders at their addresses as they shall appear on the
registry books. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to give such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be given at the expense of the Issuer.

Section 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under Section 310(b) of the Trust Indenture
Act of 1939 and eligible under the provisions of Section 6.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee
may adopt the certificate of authentication of any predecessor Trustee and
deliver such Securities so authenticated; and, in case at that time any of
the Securities of any series shall not have been authenticated, any successor
to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificate shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the
certificate of the Trustee shall have; provided, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities of any series in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

Section 6.13 Preferential Collection of Claims Against the Issuer.
(This Section intentionally left blank.)

Section 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument
in writing, appoint with the approval of the Issuer an authenticating agent
(the "Authenticating Agent") which shall be authorized to act on behalf of
the Trustee to authenticate Securities, including Securities issued upon
exchange, registration of transfer, partial redemption or pursuant to Section
2.09. Securities of each such series authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee. Whenever
reference is made in this Indenture to the authentication and delivery of
Securities of any series by the Trustee or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent for such series
and a Certificate of Authentication executed on behalf of the Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States
of America or of any State, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $5,000,000
(determined as provided in Section 6.09 with respect to the Trustee) and
subject to supervision or examination by Federal or State authority.

Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the Trustee and to
the Issuer.

Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or
more series of Securities, the Trustee shall upon receipt of an Issuer Order
appoint a successor Authenticating Agent and the Issuer shall provide notice
of such appointment to all Holders of Securities of such series in the manner
and to the extent provided in Section 11.04. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with
all rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent. The Issuer
agrees to pay to the Authenticating Agent for such series from time to time
reasonable compensation. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it
as such at the direction of the Trustee.

Sections 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to
any Authenticating Agent.

ARTICLE 7
Concerning the Securityholders

Section 7.01 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series or holders of
Capital Securities interested therein may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such specified
percentage of Securityholders or holders of Capital Securities in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Sections 6.01 and 6.02)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.

Section 7.02 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the execution of any
instrument by a Securityholder or, if a series of Securities is held by an
MSDW Capital Trust, a holder of Capital Securities or, in each case, his
agent or proxy may be proved in the following manner:

(a) The fact and date of the execution by any Holder or, if a series of
Securities is held by an MSDW Capital Trust, by any holder of Capital
Securities of any instrument may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the person executing such
instruments acknowledged to him the execution thereof, or by an affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by or on behalf of any legal entity other
than an individual, such certificate or affidavit shall also constitute
sufficient proof of the authority of the person executing the same. The fact
of the holding by any Holder or, if a series of Securities is held by an MSDW
Capital Trust, by any holder of Capital Securities of an Unregistered
Security of any series, and the identifying number of such Security and the
date of his holding the same, may be proved by the production of such
Security or by a certificate executed by any trust company, bank, banker or
recognized securities dealer wherever situated satisfactory to the Trustee,
if such certificate shall be deemed by the Trustee to be satisfactory. Each
such certificate shall be dated and shall state that on the date thereof a
Security of such series bearing a specified identifying number was deposited
with or exhibited to such trust company, bank, banker or recognized
securities dealer by the person named in such certificate. Any such
certificate may be issued in respect of one or more Unregistered Securities
of one or more series specified therein. The holding by the person named in
any such certificate of any Unregistered Securities of any series specified
therein shall be presumed to continue for a period of one year from the date
of such certificate unless at the time of any determination of such holding
(i) another certificate bearing a later date issued in respect of the same
Securities shall be produced, or (ii) the Security of such series specified
in such certificate shall be produced by some other person, or (iii) the
Security of such series specified in such certificate shall have ceased to be
Outstanding. Subject to Sections 6.01 and 6.02, the fact and date of the
execution of any such instrument and the amount and numbers of Securities of
any series held by the person so executing such instrument and the amount and
numbers of any Security or Securities for such series may also be proven in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee for such series or in any other manner which the Trustee for such
series may deem sufficient.

(b) In the case of Registered Securities, the ownership of such
Securities shall be proved by the Security register or by a certificate of
the Security registrar.

The Issuer may set a record date for purposes of determining the
identity of Holders of Registered Securities or, if a series of Securities is
held by an MSDW Capital Trust, of holders of registered Capital Securities of
any series entitled to vote or consent to any action referred to in Section
7.01, which record date may be set at any time or from time to time by notice
to the Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any
other provisions hereof, with respect to Registered Securities of any series,
only Holders of Registered Securities or, if a series of Securities is held
by an MSDW Capital Trust, holders of registered Capital Securities of such
series of record on such record date shall be entitled to so vote or give
such consent or revoke such vote or consent.

Section 7.03 Holders to Be Treated as Owners. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account
of the principal of and, subject to the provisions of this Indenture,
interest on such Security and for all other purposes; and neither the Issuer
nor the Trustee nor any agent of the Issuer or the Trustee shall be affected
by any notice to the contrary. The Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Holder of any Unregistered Security and
the Holder of any Coupon or, if a series of Securities is held by an MSDW
Capital Trust, the holder of any unregistered Capital Security as the
absolute owner of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of
receiving payment thereof or on account thereof and for all other purposes
and neither the Issuer, the Trustee, nor any agent of the Issuer or the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Unregistered Security or Coupon.

Notwithstanding the foregoing, if the Securities of such series are held
by an MSDW Capital Trust, nothing in this Section 7.03 shall be deemed to
impair the right of any holder of Capital Securities to institute a Direct
Action or to declare an Event of Default and accelerate the maturity of such
series.

Section 7.04 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount
of Outstanding Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned
by the Issuer or any other obligor on the Securities with respect to which
such determination is being made or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver only Securities which the Trustee knows
are so owned shall be so disregarded; provided, that, if the Securities of
such series are held by an MSDW Capital Trust or a trustee of such trust, the
provisions of this Section 7.04 shall not apply. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities. In case of a dispute as
to such right, the advice of counsel shall be full protection in respect of
any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officer's Certificate listing and identifying all Securities, if any, known
by the Issuer to be owned or held by or for the account of any of the above-
described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall
be entitled to accept such Officer's Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.

Section 7.05 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security or, if any such series is held by an MSDW Capital Trust, any holder
of a Capital Security the serial number of which is shown by the evidence to
be included among the serial numbers of the Securities the Holders of which
have consented to such action may, by filing written notice at the Corporate
Trust Office and upon proof of holding as provided in this Article, revoke
such action so far as concerns such Security. Except as aforesaid any such
action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and
of any Securities issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any notation
in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities of
any or all series, as the case may be, specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer,
the Trustee and the Holders of all the Securities affected by such action.

ARTICLE 8
Supplemental Indentures

Section 8.01 Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order), and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

(b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of
the covenants, agreements and obligations of the Issuer pursuant to Article
9;

(c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of Securities or Coupons,
and to make the occurrence, or the occurrence and continuance, of a default
in any such additional covenants, restrictions, conditions or provisions an
Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such
an Event of Default or may limit the remedies available to the Trustee upon
such an Event of Default or may limit the right of the Holders of a majority
in aggregate principal amount of the Securities of such series to waive such
an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary
or desirable, provided that no such action shall adversely affect the
interests of the Holders of the Securities or Coupons;

(e) to establish the forms or terms of Securities of any series or of
the Coupons appertaining to such Securities as permitted by Sections 2.01 and
2.03; and

(f) to evidence and provide for the acceptance of appointment hereunder
by a successor trustee with respect to the Securities of one or more series
and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
6.11.

The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities
at the time outstanding, notwithstanding any of the provisions of Section
8.02.

Section 8.02 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture
(voting as one class), the Issuer, when authorized by a resolution of its
Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order), and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of
the Holders of the Securities of each such series or of the Coupons
appertaining to such Securities; provided, that no such supplemental
indenture shall (a) extend the final maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make
the principal thereof (including any amount in respect of original issue
discount), or interest thereon payable in any coin or currency other than
that provided in the Securities and Coupons or in accordance with the terms
thereof, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or alter the provisions of Sections 11.11 or 11.12
or impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of
repayment at the option of the Securityholder, in each case without the
consent of the Holder of each Security so affected, or (b) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders
of which is required for any such supplemental indenture, without the consent
of the Holders of each Security so affected; provided further, that, if the
Securities of such series are held by an MSDW Capital Trust or a trustee of
such trust, so long as any of the Capital Securities of such trust remain
outstanding, no such modification may be made that adversely affects the
holders of such Capital Securities in any material respect, and no
termination of this Indenture may occur, without the prior consent of the
holders of at least a majority of the aggregate liquidation amount of the
outstanding Capital Securities of such trust unless and until the principal
of such Securities and all accrued and unpaid interest thereon have been paid
in full, and none of the modifications described in clauses (a) and (b) above
may be made without the prior written consent of all the holders of Capital
Securities of such MSDW Trust. In addition, the Issuer may not amend this
Indenture to remove the rights of holders of Capital Securities of an MSDW
Capital Trust to institute a Direct Action without the prior written consent
of all the holders of Capital Securities of such trust or to remove the
obligation to obtain the consent of such holders of Capital Securities in
accordance with this Section, without the consent of a majority of the
Capital Securities of such Trust.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of Holders of Securities of such series, or of Coupons
appertaining to such Securities, with respect to such covenant or provision,
shall be deemed not to affect the rights under this Indenture of the Holders
of Securities of any other series or of the Coupons appertaining to such
Securities.

Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders of the
Securities as aforesaid and other documents, if any, required by Section
7.01, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated
to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof (a) to the Holders of then Outstanding
Registered Securities of each series affected thereby, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they shall
appear on the Security register, (b) if any Unregistered Securities of a
series affected thereby are then Outstanding, to the Holders thereof who have
filed their names and addresses with the Trustee within two years preceding
such notice, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (c) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section
3.06, at least once in an Authorized Newspaper in Luxembourg), and in each
case such notice shall set forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

Section 8.03 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Issuer and the Holders of
Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

Section 8.04 Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.01 and 6.02, may receive an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article 8 complies with the
applicable provisions of this Indenture.

Section 8.05 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series
as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of
this Indenture contained in any such supplemental indenture may be prepared
by the Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

Section 8.06 Subordination Unimpaired. This Indenture may not be
amended to alter the subordination of any of the Outstanding Securities
without the written consent of each holder of Senior Indebtedness then
outstanding that would be adversely affected thereby.

ARTICLE 9
Consolidation, Merger, Sale or Conveyance

Section 9.01 Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions. The Issuer covenants that it will
not merge or consolidate with any other person or sell, lease or convey all
or substantially all of its assets to any other person, unless (a) either the
Issuer shall be the continuing corporation, or the successor corporation or
the person which acquires by sale, lease or conveyance substantially all the
assets of the Issuer (if other than the Issuer) shall be a corporation
organized under the laws of the United States of America or any State thereof
or the District of Columbia and shall expressly assume the due and punctual
payment of the principal of and interest on all the Securities and Coupons,
if any, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Issuer, by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such corporation,
and (b) the Issuer, such person or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such
sale, lease or conveyance, be in default in the performance of any such
covenant or condition.

Section 9.02 Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it
had been named herein. Such successor corporation may cause to be signed, and
may issue either in its own name or in the name of the Issuer prior to such
succession any or all of the Securities issuable hereunder which together
with any Coupons appertaining thereto theretofore shall not have been signed
by the Issuer and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities together with any Coupons
appertaining thereto which previously shall have been signed and delivered by
the officers of the Issuer to the Trustee for authentication, and any
Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities
so issued together with any Coupons appertaining thereto shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance
such changes in phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities
and may be liquidated and dissolved.

Section 9.03 Opinion of Counsel Delivered to Trustee. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale,
lease or conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this Indenture.

ARTICLE 10
Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 10.01 Satisfaction and Discharge of Indenture. (a) If at any
time (i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series Outstanding hereunder and all
unmatured Coupons appertaining thereto (other than Securities of such series
and Coupons appertaining thereto which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.09) as and when
the same shall have become due and payable, or (ii) the Issuer shall have
delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated and all unmatured Coupons appertaining thereto
(other than any Securities of such series and Coupons appertaining thereto
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09) or (iii) in the case of any
series of Securities where the exact amount (including the currency of
payment) of principal of and interest due on which can be determined at the
time of making the deposit referred to in clause (B) below, (A) all the
Securities of such series and all unmatured Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable within one year
or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (B)
the Issuer shall have irrevocably deposited or caused to be deposited with
the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 10.04) or, in the case of any series of Securities the payments on
which may only be made in Dollars, direct obligations of the United States of
America, backed by its full faith and credit ("U.S. Government Obligations"),
maturing as to principal and interest at such times and in such amounts as
will insure the availability of cash, or a combination thereof, sufficient in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
(1) the principal and interest on all Securities of such series and Coupons
appertaining thereto on each date that such principal or interest is due and
payable and (2) any mandatory sinking fund payments on the dates on which
such payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer, then this Indenture shall cease to be of further effect (except
as to (i) rights of registration of transfer and exchange of Securities of
such Series and of Coupons appertaining thereto and the Issuer's right of
optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of
Securities and Coupons appertaining thereto to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor
(but not upon acceleration), and remaining rights of the Holders to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations, duties
and immunities of the Trustee hereunder, (v) the rights of the Holders of
Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to
all or any of them, and (vi) the obligations of the Issuer under Section
3.02) and the Trustee, on demand of the Issuer accompanied by an Officer's
Certificate and an Opinion of Counsel and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture; provided, that the rights of Holders of the
Securities and Coupons to receive amounts in respect of principal of and
interest on the Securities and Coupons held by them shall not be delayed
longer than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed. The Issuer agrees
to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

(b) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution,
Officer's Certificate or indenture supplemental hereto provided pursuant to
Section 2.03. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact
amounts (including the currency of payment) of principal of and interest due
on which can be determined at the time of making the deposit referred to in
clause (i) below, the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such a series and the Coupons
appertaining thereto on the 91st day after the date of the deposit referred
to in subparagraph (i) below, and the provisions of this Indenture with
respect to the Securities of such series and Coupons appertaining thereto
shall no longer be in effect (except as to (A) rights of registration of
transfer and exchange of Securities of such series and of Coupons
appertaining thereto and the Issuer's right of optional redemption, if any,
(B) substitution of mutilated, defaced, destroyed, lost or stolen Securities
or Coupons, (C) rights of Holders of Securities and Coupons appertaining
thereto to receive payments of principal thereof and interest thereon, upon
the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders to receive mandatory sinking fund payments,
if any, (D) the rights, obligations, duties and immunities of the Trustee
hereunder, (E) the rights of the Holders of Securities of such series and
Coupons appertaining thereto as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (F)
the obligations of the Issuer under Section 3.02) and the Trustee, at the
expense of the Issuer, shall at the Issuer's request, execute proper
instruments acknowledging the same, if

(i) with reference to this provision the Issuer has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as
trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of
such series and Coupons appertaining thereto (A) cash in an amount, or
(B) in the case of any series of Securities the payments on which may
only be made in Dollars, U.S. Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure
the availability of cash or (C) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to
the Trustee, to pay (1) the principal and interest on all Securities of
such series and Coupons appertaining thereto on each date that such
principal or interest is due and payable and (2) any mandatory sinking
fund payments on the dates on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such
series;

(ii) such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the
Issuer is a party or by which it is bound;

(iii) the Issuer has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling or
(y) since the date hereof, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and such
opinion shall confirm that, the Holders of the Securities of such series
and Coupons appertaining thereto will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have been
the case if such deposit, defeasance and discharge had not occurred;

(iv) the Issuer has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this
provision have been complied with;

(v) no event or condition shall exist that, pursuant to the
provisions of Section 13.01, would prevent the Issuer from making
payments of the principal of or interest on the Securities of such
series and Coupons appertaining thereto on the date of such deposit or
at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period); and

(vi) the Issuer has delivered to the Trustee an Opinion of Counsel
to the effect that (x) the trust funds will not be subject to any rights
of holders of Senior Indebtedness, including without limitation those
arising under Article 13 of this Indenture, and (y) after the 91st day
following the deposit, the trust funds will not be subject to the effect
of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, except that if a court were to
rule under any such law in any case or proceeding that the trust funds
remained property of the Issuer, no opinion is given as to the effect of
such laws on the trust funds except the following: (A) assuming such
trust funds remained in the Trustee's possession prior to such court
ruling to the extent not paid to Holders of Securities of such series
and Coupons appertaining thereto, the Trustee will hold, for the benefit
of such Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise, (B) such Holders
will be entitled to receive adequate protection of their interests in
such trust funds if such trust funds are used, and (C) no property,
rights in property or other interests granted to the Trustee or such
Holders in exchange for or with respect to any of such funds will be
subject to any prior rights of holders of Senior Indebtedness, including
without limitation those arising under Article 13 of this Indenture.

(c) The Issuer shall be released from its obligations under Section
9.01 with respect to the Securities of any Series, and any Coupons
appertaining thereto, Outstanding on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of any Series, the Issuer may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in
such Section, whether directly or indirectly by reason of any reference
elsewhere herein to such Section or by reason of any reference in such
Section to any other provision herein or in any other document and such
omission to comply shall not constitute an Event of Default under Section
5.01, but the remainder of this Indenture and such Securities and Coupons
shall be unaffected thereby. The following shall be the conditions to
application of this subsection (c) of this Section 10.01:

(i) The Issuer has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the holders of the Securities of such series
and Coupons appertaining thereto, (A) cash in an amount, or (B) in the
case of any series of Securities the payments on which may only be made
in Dollars, U.S. Government Obligations maturing as to principal and
interest at such times and in such amounts as will insure the
availability of cash or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to
the Trustee, to pay (1) the principal and interest on all Securities of
such series and Coupons appertaining thereto and (2) any mandatory
sinking fund payments on the day on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities
of such series.

(ii) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such
deposit or, insofar as subsections 5.01(d) and 5.01(e) are concerned, at
any time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

(iii) Such covenant defeasance shall not cause the Trustee to
have a conflicting interest as defined in Section 6.08 and for purposes
of the Trust Indenture Act of 1939 with respect to any securities of the
Issuer.

(iv) Such covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Issuer is a party or by which it is
bound.

(v) Such covenant defeasance shall not cause any Securities then
listed on any registered national securities exchange under the
Securities Exchange Act of 1934, as amended, to be delisted.

(vi) No event or condition shall exist that, pursuant to the
provisions of Section 13.01, would prevent the Issuer from making
payments of the principal of or interest on the Securities of such
series and Coupons appertaining thereto on the date of such deposit or
at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

(vii) The Issuer shall have delivered to the Trustee an
Officer's Certificate and Opinion of Counsel to the effect that the
Holders of the Securities of such series and Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had
not occurred.

(viii) The Issuer shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the covenant defeasance
contemplated by this provision have been complied with.

(ix) The Issuer has delivered to the Trustee an Opinion of Counsel
to the effect that (x) the trust funds will not be subject to any rights
of holders of Senior Indebtedness, including without limitation those
arising under Article 13 of this Indenture, and (y) after the 91st day
following the deposit, the trust funds will not be subject to the effect
of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, except that if a court were to
rule under any such law in any case or proceeding that the trust funds
remained property of the Issuer, no opinion is given as to the effect of
such laws on the trust funds except the following: (A) assuming such
trust funds remained in the Trustee's possession prior to such court
ruling to the extent not paid to Holders of Securities of such series
and Coupons appertaining thereto, the Trustee will hold, for the benefit
of such Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise, (B) such Holders
will be entitled to receive adequate protection of their interests in
such trust funds if such trust funds are used, and (C) no property,
rights in property or other interests granted to the Trustee or such
Holders in exchange for or with respect to any of such funds will be
subject to any prior rights of holders of Senior Indebtedness, including
without limitation those arising under Article 13 of this Indenture.

Section 10.02 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.04, all moneys deposited with the Trustee
(or other trustee) pursuant to Section 10.01 shall be held in trust and
applied by it to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series and of Coupons appertaining thereto for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and
interest; but such money need not be segregated from other funds except to
the extent required by law.

Section 10.03 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

Section 10.04 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal of or interest on any
Security of any series or Coupons attached thereto and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, shall, upon the written request
of the Issuer and unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Issuer by the Trustee for such series or such paying agent, and the Holder of
the Securities of such series and of any Coupons appertaining thereto shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment (a) in respect of Registered Securities of
any series, shall at the expense of the Issuer, mail by first-class mail to
Holders of such Securities at their addresses as they shall appear on the
Security register, an (b) in respect of Unregistered Securities of any
series, shall at the expense of the Issuer cause to be published once, in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and
once in an Authorized Newspaper in London (and if required by Section 3.06,
once in an Authorized Newspaper in Luxembourg), notice, that such moneys
remain and that, after a date specified therein, which shall not be less than
thirty days from the date of such mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

Section 10.05 Indemnity for U.S. Government Obligations. The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.01 or the principal or interest received in respect of
such obligations.

ARTICLE 11
Miscellaneous Provisions

Section 11.01 Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of
law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities and the Coupons appertaining thereto by the Holders thereof and as
part of the consideration for the issue of the Securities and the Coupons
appertaining thereto.

Section 11.02 Provisions of Indenture for the Sole Benefit of Parties
and Holders of Securities and Coupons. Nothing in this Indenture, in the
Securities or in the Coupons appertaining thereto, expressed or implied,
shall give or be construed to give to any person, firm or corporation, other
than the parties hereto and their successors and the holders of Senior
Indebtedness and the Holders of the Securities or Coupons, if any, any legal
or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions
being for the sole benefit of the parties hereto and their successors, the
holders of the Senior Indebtedness and the Holders of the Securities or
Coupons, if any.

Section 11.03 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not.

Section 11.04 Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer may be given or
served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of
the Issuer is filed by the Issuer with the Trustee) to Morgan Stanley, Dean
Witter, Discover & Co., 1585 Broadway, New York, New York 10036, Attention:
Secretary. Any notice, direction, request or demand by the Issuer or any
Holder of Securities or Coupons to or upon the Trustee shall be deemed to
have been sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Trustee is filed by the Trustee with the
Issuer) to The Bank of New York, 101 Barclay St, Floor 31 West, New York, New
York 10286, Attention: Corporate Trust Administration.

Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the
Security register. In any case where notice to such Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the person entitled to
receive such notice, either before or after the event, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when
such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

Section 11.05 Officer's Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Issuer to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer shall furnish to the Trustee an Officer's Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such application or
demand as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition (b) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based (c) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to
enable him to express an opinion as to whether or not such covenant or
condition has been complied with an (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied
with.

Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same
are erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which
is in the possession of the Issuer, upon the certificate, statement or
opinion of or representations by an officer or officers of the Issuer, unless
such counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as
the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such
firm is independent.

Section 11.06 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series
or any Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest or principal need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date.

Section 11.07 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by, or with
another provision (an "incorporated provision") included in this Indenture by
operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of
1939, such imposed duties or incorporated provision shall control.

Section 11.08 New York Law to Govern. This Indenture and each Security
and Coupon shall be deemed to be a contract under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws
of such State, except as may otherwise be required by mandatory provisions of
law.

Section 11.09 Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

Section 11.10 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

Section 11.11 Securities in a Foreign Currency or in ECU. Unless
otherwise specified in an Officer's Certificate delivered pursuant to Section
2.03 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the
Holders of a specified percentage in aggregate principal amount of Securities
of all series or all series affected by a particular action at the time
Outstanding and, at such time, there are Outstanding Securities of any series
which are denominated in a coin or currency other than Dollars (including
ECUs), then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall
mean the noon Dollar buying rate in New York City for cable transfers of that
currency published by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities (such publication or any successor publication, the "Journal").
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of ECUs, the rate of exchange as published in the Journal, as
of the most recent available date, or quotations or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or in
the country of issue of the currency in question, which for purposes of the
ECU shall be Brussels, Belgium, or such other quotations or, in the case of
ECU, rates of exchange as the Trustee shall deem appropriate. The provisions
of this paragraph shall apply in determining the equivalent principal amount
in respect of Securities of a series denominated in a currency other than
Dollars in connection with any action taken by Holders of Securities pursuant
to the terms of this Indenture, including, without limitation, any
determination contemplated in Sections 5.01(f) or 5.01(g).

All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Issuer and all Holders.

Section 11.12 Judgment Currency. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for
the purpose of obtaining judgment in any court it is necessary to convert the
sum due in respect of the principal of or interest on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless
such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which a final unappealable judgment is
entered, and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed
to be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, "New York
Banking Day" means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The City of
New York are authorized or required by law or executive order to close.

ARTICLE 12
Redemption of Securities and Sinking Funds

Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

Section 12.02 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be
redeemed as a whole or in part at the option of the Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Securities of such series at their last
addresses as they shall appear upon the registry books. Notice of redemption
to the Holders of Unregistered Securities to be redeemed as a whole or in
part, who have filed their names and addresses with the Trustee within the
two years preceding such notice of redemption, shall be given by mailing
notice of such redemption, by first class mail, postage prepaid, at least 30
days and not more than 60 prior to the date fixed for redemption, to such
Holders at such addresses as were so furnished to the Trustee (and, in the
case of any such notice given by the Issuer, the Trustee shall make such
information available to the Issuer for such purpose). Notice of redemption
to all other Holders of Unregistered Securities shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and in
an Authorized Newspaper in London (and, if required by Section 3.06, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor
more than 60 days prior to the date fixed for redemption. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to
give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other
Security of such series.

The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed,
the date fixed for redemption, the redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities and, in the case of Securities with Coupons attached thereto, of
all Coupons appertaining thereto maturing after the date fixed for
redemption, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed
will cease to accrue. In case any Security of a series is to be redeemed in
part only the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee
or with one or more paying agents (or, if the Issuer is acting as its own
paying agent, set aside, segregate and hold in trust as provided in Section
3.04) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. The Issuer will deliver to the Trustee at least 70 days prior to
the date fixed for redemption an Officer's Certificate stating the aggregate
principal amount of Securities to be redeemed. In case of a redemption at the
election of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of
any notice of redemption to Holders pursuant to this Section, an Officer's
Certificate stating that such restriction has been complied with.

If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may
be redeemed in part in multiples equal to the minimum authorized denomination
for Securities of such series or any multiple thereof. The Trustee shall
promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities of any series shall
relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal amount of such Security which has been or is
to be redeemed.

Section 12.03 Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.05
and 10.04, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities
except the right to receive the redemption price thereof and unpaid interest
to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid
and redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to
the Holders of the Coupons for such interest upon surrender thereof, and in
the case of Registered Securities, to the Holders of such Registered
Securities registered as such on the relevant record date subject to the
terms and provisions of Sections 2.03 and 2.07 hereof.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after
the date fixed for redemption, the surrender of such missing Coupon or
Coupons may be waived by the Issuer and the Trustee, if there be furnished to
each of them such security or indemnity as they may require to save each of
them harmless.

Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

Section 12.04 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and
certificate number in an Officer's Certificate delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be
given as being owned of record and beneficially by, and not pledged or
hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

Section 12.05 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of
any series is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of
such series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional
sinking fund payments (not previously so credited) made pursuant to this
Section, or (c) receive credit for Securities of such series (not previously
so credited) redeemed by the Issuer through any optional redemption provision
contained in the terms of such series. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.

On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officer's
Certificate (which need not contain the statements required by Section 11.05)
(a) specifying the portion of the mandatory sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit, (b) stating that
none of the Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured)
and are continuing and (d) stating whether or not the Issuer intends to
exercise its right to make an optional sinking fund payment with respect to
such series and, if so, specifying the amount of such optional sinking fund
payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and
required to be delivered to the Trustee in order for the Issuer to be
entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such Officer's Certificate (or reasonably
promptly thereafter if acceptable to the Trustee). Such Officer's Certificate
shall be irrevocable and upon its receipt by the Trustee the Issuer shall
become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to
deliver such Officer's Certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option
to deliver or credit Securities of such series in respect thereof and (ii)
that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or
a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or
ECU) if the Issuer shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date
fixed for redemption. If such amount shall be $50,000 (or the equivalent
thereof in any Foreign Currency or ECU) or less and the Issuer makes no such
request then it shall be carried over until a sum in excess of $50,000 (or
the equivalent thereof in any Foreign Currency or ECU) is available. The
Trustee shall select, in the manner provided in Section 12.02, for redemption
on such sinking fund payment date a sufficient principal amount of Securities
of such series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected.
Securities shall be excluded from eligibility for redemption under this
Section if they are identified by registration and certificate number in an
Officer's Certificate delivered to the Trustee at least 60 days prior to the
sinking fund payment date as being owned of record and beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such Officer's Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.02 (and with the effect
provided in Section 12.03) for the redemption of Securities of such series in
part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall
be added to the next cash sinking fund payment for such series and, together
with such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of
the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of,
and interest on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or
cause to be redeemed such Securities, provided that it shall have received
from the Issuer a sum sufficient for such redemption. Except as aforesaid,
any moneys in the sinking fund for such series at the time when any such
default or Event of Default shall occur, and any moneys thereafter paid into
the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article 5 and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date
in accordance with this Section to the redemption of such Securities.

ARTICLE 13
Subordination

Section 13.01 Securities and Coupons Subordinated to Senior
Indebtedness. The Issuer covenants and agrees, and each Holder of a Security
or Coupon, by his acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Securities and any Coupons and the payment of
the principal of and interest on each and all of the Securities and of any
Coupons is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of
Senior Indebtedness.

In the event (a) of any insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Issuer or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Issuer,
whether or not involving insolvency or bankruptcy, or (b) subject to the
provisions of Section 13.02 that (i) a default shall have occurred with
respect to the payment of principal of or interest on or other monetary
amounts due and payable on any Senior Indebtedness, or (ii) there shall have
occurred an event of default (other than a default in the payment of
principal or interest or other monetary amounts due and payable) in respect
of any Senior Indebtedness, as defined therein or in the instrument under
which the same is outstanding, permitting the holder or holders thereof to
accelerate the maturity thereof (with notice or lapse of time, or both), and
such event of default shall have continued beyond the period of grace, if
any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this
clause (b), such default or event of default shall not have been cured or
waived or shall not have ceased to exist, or (c) that the principal of and
accrued interest on the Securities of any series shall have been declared due
and payable pursuant to Section 5.01 and such declaration shall not have been
rescinded and annulled as provided in Section 5.01 then:

(i) the holders of all Senior Indebtedness shall first be entitled
to receive payment of the full amount due thereon, or provision shall be
made for such payment in money or money's worth, before the Holders of
any of the Securities or Coupons are entitled to receive a payment on
account of the principal of or interest on the indebtedness evidenced by
the Securities or of the Coupons, including, without limitation, any
payments made pursuant to Article 12;

(ii) any payment by, or distribution of assets of, the Issuer of
any kind or character, whether in cash, property or securities, to which
the Holders of any of the Securities or Coupons or the Trustee would be
entitled except for the provisions of this Article shall be paid or
delivered by the person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of
all Senior Indebtedness remaining unpaid after giving effect to any
concurrent payment or distribution (or provision therefor) to the
holders of such Senior Indebtedness, before any payment or distribution
is made to the holders of the indebtedness evidenced by the Securities
or Coupons or to the Trustee under this instrument; and

(iii) in the event that, notwithstanding the foregoing, any
payment by, or distribution of assets of, the Issuer of any kind or
character, whether in cash, property or securities, in respect of
principal of or interest on the Securities or in connection with any
repurchase by the Issuer of the Securities, shall be received by the
Trustee or the Holders of any of the Securities or Coupons before all
Senior Indebtedness is paid in full, or provision made for such payment
in money or money's worth, such payment or distribution in respect of
principal of or interest on the Securities or in connection with any
repurchase by the Issuer of the Securities shall be paid over to the
holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any such Senior Indebtedness may have
been issued, ratably as aforesaid, for application to the payment of all
Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent
payment or distribution (or provision therefor) to the holders of such
Senior Indebtedness.

Notwithstanding the foregoing, at any time after the 91st day following
the date of deposit of cash or, in the case of Securities payable only in
Dollars, U.S. Government Obligations pursuant to Section 10.01(b) or 10.01(c)
(provided all other conditions set out in such Section shall have been
satisfied) the funds so deposited and any interest thereon will not be
subject to any rights of holders of Senior Indebtedness including, without
limitation, those arising under this Article 13.

Section 13.02 Disputes with Holders of Certain Senior Indebtedness.
Any failure by the Issuer to make any payment on or perform any other
obligation under Senior Indebtedness, other than any indebtedness incurred by
the Issuer or assumed or guaranteed, directly or indirectly, by the Issuer
for money borrowed (or any deferral, renewal, extension or refunding thereof)
or any indebtedness or obligation as to which the provisions of this Section
shall have been waived by the Issuer in the instrument or instruments by
which the Issuer incurred, assumed, guaranteed or otherwise created such
indebtedness or obligation, shall not be deemed a default or event of default
under Section 13.01(b) if (a) the Issuer shall be disputing its obligation to
make such payment or perform such obligation and (b) either (i) no final
judgment relating to such dispute shall have been issued against the Issuer
which is in full force and effect and is not subject to further review,
including a judgment that has become final by reason of the expiration of the
time within which a party may seek further appeal or review, and (ii) in the
event of a judgment that is subject to further review or appeal has been
issued, the Issuer shall in good faith be prosecuting an appeal or other
proceeding for review and a stay of execution shall have been obtained
pending such appeal or review.

Section 13.03 Subrogation. Subject to the payment in full of all
Senior Indebtedness, the Holders of the Securities and any Coupons shall be
subrogated (equally and ratably with the holders of all obligations of the
Issuer which by their express terms are subordinated to Senior Indebtedness
of the Issuer to the same extent as the Securities are subordinated and which
are entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Issuer applicable to the Senior Indebtedness until all
amounts owing on the Securities and any Coupons shall be paid in full, and as
between the Issuer, its creditors other than holders of such Senior
Indebtedness and the Holders, no such payment or distribution made to the
holders of Senior Indebtedness by virtue of this Article that otherwise would
have been made to the Holders shall be deemed to be a payment by the Issuer
on account of such Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders
of Senior Indebtedness, on the other hand.

Section 13.04 Obligation of Issuer Unconditional. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities or any
Coupons is intended to or shall impair, as among the Issuer, its creditors
other than the holders of Senior Indebtedness and the Holders, the obligation
of the Issuer, which is absolute and unconditional, to pay to the Holders the
principal of and interest on the Securities and the amounts owed pursuant to
any Coupons as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of
the Holders and creditors of the Issuer other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness in respect of cash, property or
securities of the Issuer received upon the exercise of any such remedy.

Upon payment or distribution of assets of the Issuer referred to in this
Article, the Trustee and the Holders shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which any such
dissolution, winding up, liquidation or reorganization proceeding affecting
the affairs of the Issuer is pending or upon a certificate of the trustee in
bankruptcy, receiver, assignee for the benefit of creditors, liquidating
trustee or agent or other person making any payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the
holders of the Senior Indebtedness and other indebtedness of the Issuer, the
amount thereof or payable thereon, the amount paid or distributed thereon and
all other facts pertinent thereto or to this Article.

Section 13.05 Payments on Securities and Coupons Permitted. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities
or Coupons shall affect the obligations of the Issuer to make, or prevent the
Issuer from making, payment of the principal of or interest on the Securities
and of any Coupons in accordance with the provisions hereof and thereof,
except as otherwise provided in this Article.

Section 13.06 Effectuation of Subordination by Trustee. Each holder of
Securities or Coupons, by his acceptance thereof, authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.

Section 13.07 Knowledge of Trustee. Notwithstanding the provisions of
this Article or any other provisions of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit
the making of any payment of moneys to or by the Trustee, or the taking of
any other action by the Trustee, unless and until the Trustee shall have
received written notice thereof mailed or delivered to the Trustee at its
Corporate Trust Office from the Issuer, any Holder, any paying agent or the
holder or representative of any class of Senior Indebtedness; provided that
if at least three Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of the principal or interest on any Security or
interest on any Coupon) the Trustee shall not have received with respect to
such moneys the notice provided for in this Section, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such moneys and to apply the same to the purpose for
which they were received and shall not be affected by any notice to the
contrary that may be received by it within three Business Days prior to or on
or after such date.

Section 13.08 Trustee May Hold Senior Indebtedness. The Trustee shall
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness at the time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Section 6.03 or elsewhere in
this Indenture shall deprive the Trustee of any of its rights as such holder.

Section 13.09 Rights of Holders of Senior Indebtedness Not Impaired.
No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be
prejudiced or impaired by any act or failure to act on the part of the Issuer
or by any noncompliance by the Issuer with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

With respect to the holders of Senior Indebtedness, (a) the duties and
obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, (b) the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set forth
in this Indenture, (c) no implied covenants or obligations shall be read into
this Indenture against the Trustee and (d) the Trustee shall not be deemed to
be a fiduciary as to such holders.

Section 13.10 Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been appointed by the
Issuer and be then acting hereunder, the term "Trustee" as used in this
Article shall in such case (unless the context shall require otherwise) be
construed as extending to and including such paying agent within its meaning
as fully for all intents and purposes as if such paying agent were named in
this Article in addition to or in place of the Trustee, provided, however,
that Sections 13.07 and 13.08 shall not apply to the Issuer if it acts as its
own paying agent.

Section 13.11 Trustee; Compensation Not Prejudiced. Nothing in this
Article shall apply to claims of, or payments to, the Trustee pursuant to
Section 6.06.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of ( ), 1998.

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.

(CORPORATE SEAL)
By:
-----------------------------------------
Name:
Title:

Attest:

By:
---------------------------
(Assistant Secretary)

THE BANK OF NEW YORK, TRUSTEE

By:
-----------------------------------------
Name:
Title:

STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )

On this ____ of ________, 1998 before me personally came
, to me personally known, who, being by me duly sworn, did depose and
say that he resides at that he is
the of Morgan Stanley, Dean Witter, Discover & Co., one of the
corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto
by like authority.

(NOTARIAL SEAL)

- -------------------------
Notary Public

STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )

On this ____ of ________, 1998 before me personally came
, to me personally known, who, being by me duly sworn, did depose
and say that he resides at that he is
a Vice President of The Bank of New York, one of the corporations described
in and which executed the above instrument and that he signed his name
thereto by like authority.

(NOTARIAL SEAL)

- -------------------------
Notary Public

CROSS REFERENCE SHEET/F1/

Between

Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of April 15, 1989 between MORGAN STANLEY, DEAN WITTER, DISCOVER & CO. and THE
BANK OF NEW YORK, Trustee:

Section of the Act Section of the Indenture
- -----------------------------------------------------------------------------

310(a)(1) and (2) . . . . . . 6.09
310(a)(3) and (4) . . . . . . Inapplicable
310(b) . . . . . . . . . . . . ? and 6.10(a), (b) and (d)
310(c) . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . (6.13(a) and (c)(1) and (2))
311(b) . . . . . . . . . . . . (6.13(b))
312(a) . . . . . . . . . . . . 4.01 and (4.2(a))
312(b) . . . . . . . . . . . . (4.2(a) and (b)(i) and (ii))
312(c) . . . . . . . . . . . . (4.2(c))
313(a) . . . . . . . . . . . . (4.4(a)(i), (ii), (iii), (iv), (v), (vi))
313(b)(1) . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . 4.04
313(c) . . . . . . . . . . . . 4.04
313(d) . . . . . . . . . . . . 4.04
314(a) . . . . . . . . . . . . 4.03
314(b) . . . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . . 11.5
314(c)(3) . . . . . . . . . . Inapplicable
314(d) . . . . .. . . . . . . Inapplicable
314(e) . . . . . . . . . . . . 11.05
314(f) . . . . . . . . . . . . Inapplicable
315(a), (c) and (d) . . . . . 6.01
315(b) . . . . . . . . . . . . 5.11
315(e) . . . . . . . . . . . . 5.12
316(a)(1) . . . . . . . , . . 5.09

- --------------------
/F1/
This Cross Reference Sheet is not part of the Indenture.

Exhibit 4-W

(FORM OF FACE OF SECURITY)
JUNIOR SUBORDINATED DEBENTURE

REGISTERED REGISTERED
NO. (PRINCIPAL AMOUNT)
CUSIP:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANY OTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
JUNIOR SUBORDINATED DEBENTURE

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 The Bank of New York, as Property Trustee (the
"PROPERTY TRUSTEE," which term includes any successor Property Trustee for
MSDW Capital Trust ( )) for MSDW Capital Trust ( ), a statutory business
trust formed under the laws of the State of Delaware (the "Issuer Trust"), or
registered assignees, the principal sum of

on such date, as it may be advanced as set forth below, the
"STATED MATURITY," and to pay interest thereon at the annual rate of %
from and including , until the principal hereof is paid or duly
made available for payment (except as provided below) payable quarterly in
arrears on the day of , , and of each year
(each an "INTEREST PAYMENT DATE") commencing , 1998.

Interest on this Debenture 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 , 1998, until, but excluding the date the principal
hereof has been paid or duly made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Debenture (or one or more predecessor Debentures)
is registered at the close of business on the day of , ,
or (whether or not a Business Day) next preceding such Interest
Payment Date (each such date a "RECORD DATE"). As used herein, "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 . A Holder of U.S.
$1,000,000 or more in aggregate principal amount of Debentures having the
same Interest Payment Date, the interest on which is payable in U.S. dollars,
shall be entitled to receive payments of interest, other than interest due at
maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received by the Paying Agent in writing not less than 15 calendar days
prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place, including, without
limitation, the provisions relating to the subordination of this Debenture to
the Issuer's Senior Indebtedness, as defined on the reverse hereof.

Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Debenture shall not be entitled to any
benefit under the Junior Subordinated Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Debenture to be duly
executed.

DATED: MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.

By:
-----------------------------------------
Name:
Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Debentures referred
to in the within-mentioned
Junior Subordinated Indenture.

DATED:

THE BANK OF NEW YORK,
as Trustee

By:
--------------------------------
Authorized Signatory

(REVERSE OF SECURITY)

This debenture is one of a duly authorized issue of % Junior
Subordinated Debentures due (the "DEBENTURES") of the Issuer.
The Debentures are issuable under a Junior Subordinated Indenture, dated as
of ( ), 1998, between Morgan Stanley, Dean Witter, Discover & Co. (the
"ISSUER") and The Bank of New York, as Trustee (the "TRUSTEE," which term
includes any successor trustee under the Junior Subordinated Indenture) (the
"JUNIOR SUBORDINATED INDENTURE"), to which Junior Subordinated Indenture
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 Debentures and the terms upon which the Debentures are, and
are to be, authenticated and delivered. The Issuer has appointed The Bank of
New York at its corporate trust office in The City of New York as the paying
agent (the "PAYING AGENT," which term includes any additional or successor
Paying Agent appointed by the Issuer) with respect to the Debentures. To the
extent not inconsistent herewith, the terms of the Junior Subordinated
Indenture are hereby incorporated by reference herein. Capitalized terms not
otherwise defined herein have the meaning given to such terms in the Junior
Subordinated Indenture.

This Debenture will not be subject to any sinking fund and, except as
provided below, will not be redeemable or subject to repayment at the option
of the holder prior to its Stated Maturity.

This Debenture may be redeemed at the option of the Issuer (i) on or
after in whole at any time or in part from time to time and (ii)
prior to ( ), in whole (but not in part) at any time within 90 days
following the occurrence and continuation of a Tax Event or an Investment
Company Event (the "90-DAY PERIOD"), in each case at a redemption price equal
to the accrued and unpaid interest on the Debentures, plus 100% of the
principal amount thereof (the "REDEMPTION PRICE"). Notice of redemption shall
be mailed to the registered holders of the Debentures designated for
redemption at their addresses as the same shall appear on the Debenture
register not less than 30 nor more than 60 days prior to the date fixed for
redemption, subject to all the conditions and provisions of the Junior
Subordinated Indenture. In the event of redemption of this Debenture in part
only, a new Debenture or Debentures for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the cancellation
hereof.

The Issuer's right to redeem the Debentures under clause (ii) of the
preceding paragraph shall be subject to the condition that if at the time
there is available to the Issuer or the MSDW Capital Trust ( ) (the "ISSUER
TRUST," created pursuant to the Amended and Restated Trust Agreement dated as
of ( ), 1998, among the Issuer, as depositor, The Bank of New
York, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee and the Administrators, the "TRUST AGREEMENT") the opportunity to
eliminate, within the 90-Day Period, the Tax Event or Investment Company
Event by taking some ministerial action ("MINISTERIAL ACTION"), such as
filing a form or making an election, or pursuing some other similar
reasonable measure that will have no adverse effect on the Issuer, the Issuer
Trust or the holders of the securities issued by the Issuer Trust and will
involve no material cost, the Issuer shall pursue such measures in lieu of
redemption; provided further, that the Issuer shall have no right to redeem
the Debentures while the Issuer Trust is pursuing any Ministerial Action
pursuant to the Trust Agreement. The Redemption Price shall be paid prior to
12:00 noon, New York time, on the date of such redemption or such earlier
time as the Issuer determines; provided, that the Issuer shall deposit with
the Trustee an amount sufficient to pay the Redemption Price prior to the
redemption date.

In addition, if a Tax Event occurs, then the Issuer will have the right
prior to the termination of the Issuer Trust, to advance the Stated Maturity
of this Debenture to the minimum extent required in order to allow for the
payments of interest in respect this Debenture to continue to be tax
deductible, but in no event shall the resulting maturity of this Debenture be
less than 15 years from the date of original issuance thereof. The Stated
Maturity shall be advanced only if, in the opinion of counsel to the Issuer,
experienced in such matters, (a) after advancing the Stated Maturity,
interest paid on this Debenture will be deductible for United States federal
income tax purposes and (b) advancing the Stated Maturity will not result in
a taxable event to the holders of the Capital Securities.

The term "TAX EVENT" means the receipt by the Issuer Trust of an opinion
of counsel to the Issuer experienced in such matters, who shall not be an
officer or employee of the Issuer or any of its affiliates, to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement,
action or decision is announced on or after the date of issuance of Capital
Securities of the Issuer Trust, there is more than an insubstantial risk that
(i) the Issuer Trust is, or will be within 90 days of the delivery of such
opinion, subject to United States federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable by the Issuer on
the Debentures is not, or within 90 days of the delivery of such opinion will
not be, deductible by the Issuer, in whole or in part, for United States
federal income tax purposes or (iii) the Issuer Trust is, or will be within
90 days of the delivery of the opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

"INVESTMENT COMPANY EVENT" means the receipt by the Issuer Trust of an
opinion of counsel to the Issuer experienced in such matters, who shall not
be an officer or employee of the Issuer or any of its affiliates, to the
effect that, as a result of the occurrence of a change in law or regulation
or a written change (including any announced prospective change) in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Issuer Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which change
or prospective change becomes effective or would become effective, as the
case may be, on or after the date of the issuance of the Capital Securities
of the Issuer Trust.

Interest payments on this Debenture will include interest accrued to but
excluding the Interest Payment Dates or the Stated Maturity (or any earlier
redemption or repayment date), as the case may be. Interest payments for
this Debenture will be computed and paid on the basis of a 360-day year of
twelve 30-day months and the actual days elapsed in a partial month in such
period. The amount of interest payable for any full interest period will be
computed by dividing the rate per annum by four. Accrued interest that is
not paid on the applicable Interest Payment Date will bear additional
interest on the amount thereof at the rate per annum of % (the "COUPON
RATE"), compounded quarterly and computed on the basis of a 360-day year of
twelve 30-day months and the actual days elapsed in a partial month in such
period. The amount of additional interest payable for any full interest
period will be computed by dividing the rate per annum by four. The term
"interest' as used herein includes quarterly interest payments, interest on
quarterly interest payments not paid on the applicable Interest Payment Date
and Additional Sums (as defined below), as applicable.

If any Interest Payment Date or the Stated Maturity (or any redemption
or repayment date) does not fall on a Business Day, payment of interest,
premium, if any, or principal otherwise payable on such date need not be made
on such date, but may be made on the next succeeding Business Day, except
that, if such Business Day falls in the next calendar year, such payment will
be made on the immediately preceding Business Day, in each case, with the
same force and effect as if made on the Interest Payment Date or at the
Stated Maturity (or any redemption or repayment date), and no interest on
such payment shall accrue for the period from and after the Interest Payment
Date or the Stated Maturity (or any redemption or repayment date) to such
next succeeding Business Day.

The Junior Subordinated Indenture provides that, (a) if an Event of
Default (as defined in the Junior Subordinated Indenture) due to the default
in payment of principal of, premium, if any, or interest on, any series of
debt securities issued under the Junior Subordinated Indenture, including the
series of Debentures of which this Debenture forms a part, or due to the
default in the performance or breach of any other covenant or warranty of the
Issuer applicable to the debt securities of such series but not applicable to
all outstanding debt securities issued under the Junior Subordinated
Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the debt securities of
each affected series (voting as a single class) may then declare the
principal of all debt securities of all such series and interest accrued
thereon to be due and payable immediately and (b) if an Event of Default due
to a default in the performance of any other of the covenants or agreements
in the Junior Subordinated Indenture applicable to all outstanding debt
securities issued thereunder, including this Debenture, or due to certain
events of bankruptcy, insolvency and reorganization of the Issuer, shall have
occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of all debt securities issued under the Junior
Subordinated Indenture then outstanding (treated as one class) may declare
the principal of all such debt securities and interest accrued thereon to be
due and payable immediately, but upon certain conditions such declarations
may be annulled and past defaults may be waived (except a continuing default
in payment of principal (or premium, if any) or interest on such debt
securities) by the holders of a majority in principal amount of the debt
securities of all affected series then outstanding. Deferral of any due date
for the payment of interest in connection with an Extension Period (as
defined herein) doesan Event of Default.

So long as no Event of Default has occurred and is continuing, the
Issuer shall have the right at any time, and from time to time, during the
term of the Debentures to defer payments of interest by extending the
interest payment period of this Debenture for a period not exceeding 20
consecutive quarters (the "EXTENSION PERIOD"), during which Extension Period
no interest shall be due and payable; provided, that no Extension Period may
extend beyond the Stated Maturity. In the event that the Stated Maturity is
advanced to a date prior to the end of an Extension Period, such Extension
Period shall be deemed to end on such date or such earlier date as may be
determined by the Company. In the event that any Junior Subordinated
Debentures are called for redemption on a date prior to the end of an
Extension Period, with respect to such Junior Subordinated Debentures, such
Extension Period shall be deemed to end on such date or such earlier date as
may be determined by the Company. Interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this paragraph, will bear interest thereon at the Coupon Rate compounded
quarterly for each quarter of the Extension Period and computed on the basis
of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial month in such period ("ADDITIONAL INTEREST"). The Coupon Rate
payable for any full interest period will be computed by dividing the rate
per annum by four. At the end of the Extension Period, the Issuer shall pay
all interest accrued and unpaid on this Debenture, including any Additional
Sums and Additional Interest (together, "DEFERRED INTEREST") that shall be
payable to the Holders of this Debenture in whose names this Debenture is
registered in the Securities Register on the first Record Date after the end
of the Extension Period. Before the termination of any Extension Period, the
Issuer may further extend such period; provided, that such period together
with all such further extensions thereof shall not exceed 20 consecutive
quarters, or extend beyond the Stated Maturity or any earlier redemption
date. Upon the termination of any Extension Period and upon the payment of
all Deferred Interest then due, the Issuer may commence a new Extension
Period, subject to the foregoing requirements. No interest shall be due and
payable during an Extension Period, except at the end thereof, (but the
Issuer may prepay at any time all or any portion of the interest accrued
during an Extension Period).

If the Property Trustee (as defined in the Trust Agreement) is the only
Holder of the Debentures at the time the Issuer selects an Extension Period,
the Issuer shall give written notice to the Administrators (as defined in the
Trust Agreement) and the Property Trustee of its selection of such Extension
Period at least 30 calendar days prior to the date the Distributions (as
defined in the Trust Agreement) on the Trust Securities (as defined in the
Trust Agreement) would have been payable but for the election to begin such
Extension Period.

If the Property Trustee is not the only Holder of the Debentures at the
time the Issuer selects an Extension Period, the Issuer shall give the
Holders of the Debentures and the Trustee written notice of its selection of
such Extension Period at least 10 Business Days before the earlier of the
next succeeding Interest Payment Date or the date the Issuer is required to
give notice of the record or payment date of such interest payment to Holders
of the Debentures.

The Issuer covenants that it will not (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Issuer's capital stock or (ii) make any
payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Issuer that rank pari passu
in all respects with or junior in interest to the Debentures (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of
the Issuer (1) in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, (2) in connection with a
dividend reinvestment or stockholder stock purchase plan or (3) in connection
with the issuance of capital stock of the Issuer (or securities convertible
into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period
or other event referred to below, (b) as a result of an exchange, redemption
or conversion of any class or series of the Issuer's capital stock (or any
capital stock of a subsidiary of the Issuer) for any class or series of the
Issuer's capital stock or of any class or series of the Issuer's indebtedness
for any class or series of the Issuer's capital stock, (c) the purchase of
fractional interests in shares of the Issuer's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in connection with
any stockholder's rights plan, or the issuance of rights, stock or other
property under any stockholder's rights plan, or the redemption or repurchase
of rights pursuant thereto, (e) payments under the Guarantee executed and
delivered by the Issuer and The Bank of New York, as trustee, for the benefit
of the holders of any Capital Securities, as amended) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or
the stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock), if at such time (i) there has occurred
any event (a) of which the Issuer has actual knowledge that with the giving
of notice or the lapse of time, or both, would constitute a Debenture Event
of Default and (b) that the Issuer has not taken reasonable steps to cure,
(ii) if the Debentures are held by the Issuer Trust, the Issuer is in default
with respect to its payment of any obligations under the Guarantee or (iii)
the Issuer has given notice of its election of an Extension Period as
provided in the Junior Subordinated Indenture and has not rescinded such
notice, or such Extension Period, or any extension thereof, is continuing.

As long as any Debentures are held by the Issuer Trust, the Issuer
covenants (i) to continue to hold, directly or indirectly, 100% of the Common
Securities, provided that certain successors that are permitted pursuant to
the Junior Subordinated Indenture may succeed to the Issuer's ownership of
the Common Securities, (ii) as holder of the Common Securities, not to
voluntarily dissolve, windup or liquidate the Issuer Trust, other than (a) in
connection with a distribution of Debentures to the holders of the Capital
Securities in liquidation of the Issuer Trust or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms
and provisions of the Trust Agreement, to cause the Issuer Trust to continue
not to be taxable as a corporation for United States federal income tax
purposes.

If, and for so long as, (i) the Issuer Trust is the holder of all the
Debentures and (ii) the Issuer Trust is required to pay any additional taxes,
duties or other governmental charges as a result of a Tax Event, the Issuer
will pay as additional sums on the Debentures ("ADDITIONAL SUMS") such
amounts as may be required so that the Distributions (as defined in the Trust
Agreement) paid by the Issuer Trust will not be reduced as a result of any
such additional taxes, duties or other governmental charges.

The Issuer, as borrower, agrees to pay all debts and other obligations
(other than with respect to the Capital Securities issued by the Issuer
Trust) and all costs and expenses of the Issuer Trust (including costs and
expenses relating to the organization of the Issuer Trust, the fees and
expenses of the Issuer Trustees (as defined in the Trust Agreement) for the
Issuer Trust and the costs and expenses relating to the operation of the
Issuer Trust) and to pay any and all taxes and all costs and expenses with
respect thereto (other than United States withholding taxes) to which the
Issuer Trust might become subject. The foregoing obligations of the Issuer
under the Debentures owned by the Issuer Trust are for the benefit of, and
shall be enforceable by, any person to whom any such debts, obligations,
costs, expenses and taxes are owed (a "CREDITOR") whether or not such
Creditor has received notice thereof. Any such Creditor may enforce such
obligations of the Issuer directly against the Issuer, and the Issuer
irrevocably waives any right or remedy to require that any such Creditor take
any action against the Issuer Trust or any other person before proceeding
against the Issuer. The Issuer agrees to execute any additional agreements
as may be necessary or desirable to give full effect to the foregoing.

The provisions of Section 3.04 and Section 10.01 of the Junior
Subordinated Indenture relating to discharge, defeasance and covenant
defeasance are not applicable to this Debenture.

This Debenture and all other obligations of the Issuer hereunder will
constitute part of the junior subordinated debt of the Issuer, will be issued
under the Junior Subordinated Indenture and will be subordinate and junior in
right of payment, to the extent and in the manner set forth in the Junior
Subordinated Indenture, to all "Senior Indebtedness" of the Issuer. The
Junior Subordinated Indenture defines "SENIOR INDEBTEDNESS" as obligations
issued under the Senior Indenture between Morgan Stanley (as predecessor to
the Issuer) and The Chase Manhattan Bank (formerly known as Chemical Bank),
as trustee, dated April 15, 1989, as supplemented by a First Supplemental
Senior Indenture dated as of May 15, 1991 and a Second Supplemental
Indenture, dated as of April 15, 1996 and a Third Supplemental Indenture
dated as of June 1, 1997, between the Issuer and The Chase Manhattan Bank, as
trustee, or the Senior Subordinated Indenture between Morgan Stanley (as
predecessor to the Issuer) and The First National Bank of Chicago, as
trustee, dated as of April 15, 1989, as supplemented by a First Supplemental
Subordinated Indenture dated as of May 15, 1991 and a Second Supplemental
Subordinated Indenture dated as of April 15, 1996 and by a Third Supplemental
Subordinated Indenture dated as of June 1, 1997 between the Issuer and The
First National Bank of Chicago, as trustee, and any other obligations (other
than non-recourse obligations, the debt securities, including this debenture,
issued under the Junior Subordinated Indenture or any other obligations
specifically designated as being subordinate in right of payment to Senior
Indebtedness) of, or guaranteed or assumed by, the Issuer for borrowed money
or evidenced by bonds, debentures, Debentures or other similar instruments,
and amendments, renewals, extensions, modifications and refundings of any
such indebtedness or obligation.

This Debenture, and any Debenture or Debentures issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in denominations of U.S. $25 and any integral multiple
of U.S. $25 in excess thereof, unless otherwise indicated on the face
thereof.

The Bank of New York has been appointed registrar for the Debentures
(the "REGISTRAR," which term includes any successor registrar appointed by
the Issuer), and the Registrar will maintain at its office in The City of New
York a register for the registration and transfer of Debentures. This
Debenture may be transferred at the aforesaid office of the Registrar by
surrendering this Debenture for cancellation, accompanied by a written
instrument of transfer in form satisfactory to the Registrar and duly
executed by the registered holder hereof in person or by the holder's
attorney duly authorized in writing, and thereupon the Registrar shall issue
in the name of the transferee or transferees, in exchange herefor, a new
Debenture or Debentures having identical terms and provisions and having a
like aggregate principal amount in authorized denominations, subject to the
terms and conditions set forth herein; provided, however, that the Registrar
will not be required (i) to register the transfer of or exchange any
Debenture that has been called for redemption in whole or in part, except the
unredeemed portion of Debentures being redeemed in part or (ii) to register
the transfer of or exchange Debentures to the extent and during the period so
provided in the Junior Subordinated Indenture with respect to the redemption
of Debentures. Debentures are exchangeable at said office for other
Debentures of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and
transfers of Debentures will be free of charge, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge in
connection therewith. All Debentures surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Registrar and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any
Debenture deliebentures shall be such that no gain or loss of interest
results from such exchange or transfer.

In case this Debenture shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Debenture or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Registrar, a new Debenture of like tenor will be issued
by the Issuer in exchange for this Debenture, but, if this Debenture has been
destroyed, lost or stolen, only upon receipt of evidence satisfactory to the
Registrar and the Issuer that such Debenture was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of
them. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new
Debenture shall be borne by the owner of the Debenture mutilated, defaced,
destroyed, lost or stolen.

The Junior Subordinated Indenture permits the Issuer and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the debt securities of all series issued under the Junior
Subordinated Indenture then outstanding and affected (voting as one class),
to execute supplemental indentures adding any provisions to or changing in
any manner the rights of the holders of each series so affected; provided
that the Issuer and the Trustee may not, without the consent of the holder of
each outstanding debt security affected thereby and the prior written consent
of each Holder of Capital Securities, to the extent that the Debentures are
held by a MSDW Capital Trust, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, except as otherwise provided
herein or in the Junior Subordinated Indenture, or reduce any amount payable
on redemption or repayment thereof, or change the currency of payment
thereof, or impair or affect the rights of any holder to institute suit for
the payment thereof without the consent of the holder of each debt security
so affected or (b) reduce the aforesaid percentage in principal amount of
debt securities the consent of the holders of which is required for any such
supplemental indenture; provided, however, that neither this Debenture nor
the Junior Subordinated Indenture may be amended to alter the subordination
provisions hereof or thereof without the written consent of each holder of
Senior Indebtedness then outstanding that would be adversely affected
thereby. In addition, so long as any of the Capital Securities remain
outstanding, no such modification may be made that adversely affects the
holders of such Capital Securities in any material respect, and no
termination of the Junior Subordinated Indenture may occur, and no waiver of
any Event of Default or compliance with any covenant under the Junior
Subordctive, without the prior consent of the holders of at least a majority
of the aggregate Liquidation Amount of the outstanding Capital Securities
unless and until the principal of (and premium, if any, on) the Debentures
and all accrued and unpaid interest thereon have been paid in full and
certain other conditions are satisfied. So long as the Issuer acts in
accordance with the terms of the Debentures, the Issuer may shorten the
Stated Maturity of and defer interest payable on the Debentures, in each case
without the consent of the Issuer Trust or the holders of Capital Securities.
However, the Issuer may not amend the Junior Subordinated Indenture to remove
the rights of holders of Capital Securities to institute a Direct Action
without the prior written consent of all the holders of Capital Securities of
each trust.

So long as this Debenture shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Debenture as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Debentures. The Issuer may designate other agencies for the payment of
said principal, premium and interest at such place or places (subject to
applicable laws and regulations) as the Issuer may decide. So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the
names and locations of such agencies, if any are so designated.

With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any,
on any Debentures that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Debentures that such moneys
shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this
Debenture as the same shall become due.

No provision of this Debenture or of the Junior Subordinated Indenture
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Debenture.

Prior to due presentment of this Debenture for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and none of the
Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.

No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Debenture, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Junior
Subordinated Indenture or any indenture supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.

This Debenture shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

All terms used in this Debenture which are defined in the Junior
Subordinated Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Junior Subordinated Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common

UNIF GIFT MIN ACT - ______________ Custodian _________________
(Minor) (Cust)

Under Uniform Gifts to Minors Act _________________________
(State)

Additional abbreviations may also be used though not in the above list.

_______________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

_________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)

_____________________________________________________________________________

_____________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such Debenture
on the books of the Issuer, with full power of substitution in the premises.

Dated:__________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Debenture in every particular
without alteration or enlargement or any change whatsoever.

Signature Guaranty: _____________________________
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the (Registrar),
which requirements include membership or participation in
the Security Transfer Agent Medallion Program ("STAMP")
or such other "signature guarantee program" as may be
determined by the (Registrar) in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

Exhibit 4-X
_____________________________________________________________________________

MSDW CAPITAL TRUST ( )

CAPITAL SECURITIES GUARANTEE AGREEMENT

Between

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
(as Guarantor)

and

THE BANK OF NEW YORK
(as Guarantee Trustee)

, 1998

TABLE OF CONTENTS

Page
----

ARTICLE I.

DEFINITIONS

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II.

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application . . . . . . . . . . . 4
SECTION 2.2. List of Holders . . . . . . . . . . . . . . . . . . . 4
SECTION 2.3. Reports by the Guarantee Trustee . . . . . . . . . . . 4
SECTION 2.4. Periodic Reports to the Guarantee Trustee . . . . . . 4
SECTION 2.5. Evidence of Compliance with Conditions Precedent . . . 4
SECTION 2.6. Events of Default; Waiver . . . . . . . . . . . . . . 5
SECTION 2.7. Event of Default; Notice . . . . . . . . . . . . . . . 5
SECTION 2.8. Conflicting Interests . . . . . . . . . . . . . . . . 5

ARTICLE III.

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee . . . . . . 5
SECTION 3.2. Certain Rights of Guarantee Trustee . . . . . . . . . 6
SECTION 3.3. Indemnity . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.4. Expenses . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV.

GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee; Eligibility . . . . . . . . . . . . 8
SECTION 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V.

GUARANTEE

SECTION 5.1. Guarantee . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.2. Waiver of Notice and Demand . . . . . . . . . . . . . 9
SECTION 5.3. Obligations Not Affected . . . . . . . . . . . . . . . 9
SECTION 5.4. Rights of Holders . . . . . . . . . . . . . . . . . . 10
SECTION 5.5. Guarantee of Payment . . . . . . . . . . . . . . . . . 10
SECTION 5.6. Subrogation . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.7. Independent Obligations . . . . . . . . . . . . . . . 11

ARTICLE VI.

COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination . . . . . . . . . . . . . . . . . . . . 11
SECTION 6.2. Pari Passu Guarantees . . . . . . . . . . . . . . . . 11

ARTICLE VII.

TERMINATION

SECTION 7.1. Termination . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VIII.

MISCELLANEOUS

SECTION 8.1. Successors and Assigns . . . . . . . . . . . . . . . . 12
SECTION 8.2. Amendments . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 8.3. Notices . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 8.4. Benefit . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 8.5. Interpretation . . . . . . . . . . . . . . . . . . . . 13
SECTION 8.6. Governing Law . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.7. Counterparts . . . . . . . . . . . . . . . . . . . . . 14

Certain Sections of this Guarantee Agreement relating
to Sections 310 through 318 of the
Trust Indenture Act of 1939 Trust Indenture

Guarantee Agreement

Act Section
- --- -------

Section
(ss.) 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1(a)
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1(a)
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8, 4.1(c)
(ss.) 311(a) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(ss.) 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(ss.) 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
(ss.) 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1, 2.5, 3.2
(ss.) 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(ss.) 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . 1.1,2.6, 5.4
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(ss.) 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(ss.) 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Guarantee Agreement.

This GUARANTEE AGREEMENT, dated as of , 1998 is executed
and delivered by MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., a Delaware
corporation (the"Guarantor") having its principal office at 1585 Broadway,
New York, New York 10036 and The Bank of New York, a New York banking
corporation, as trustee (the"Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Capital Securities (as
defined herein) of MSDW Capital Trust ( ), a Delaware statutory business
trust (the "Issuer Trust").

WHEREAS, pursuant to an Amended and Restated Trust Agreement (the"Trust
Agreement"), dated as of , 1998, among Morgan Stanley, Dean Witter,
Discover & Co., as Depositor, The Bank of New York, as Property Trustee
(the"Property Trustee"), The Bank of New York (Delaware), as Delaware Trustee
(the "Delaware Trustee") (collectively, the "Issuer Trustees"), two
individuals selected by the holders of the Common Securities to act as
administrators with respect to the Issuer Trust (the "Administrators") and
the Holders from time to time of preferred undivided beneficial ownership
interests in the assets of the Issuer Trust, the Issuer Trust is issuing
$ aggregate Liquidation Amount (as defined herein) of its _____%
Capital Securities, Liquidation Amount $25 per capital security (the "Capital
Securities"), representing preferred undivided beneficial ownership interests
in the assets of the Issuer Trust and having the terms set forth in the Trust
Agreement;

WHEREAS, the Capital Securities will be issued by the Issuer Trust and
the proceeds thereof, together with the proceeds from the issuance of the
Issuer Trust's Common Securities (as defined herein), will be used to
purchase the Junior Subordinated Debentures due ________, ____ (as defined in
the Trust Agreement) (the "Junior Subordinated Debentures") of the Guarantor
which will be deposited with The Bank of New York, as Property Trustee under
the Trust Agreement, as trust assets; and

WHEREAS, as incentive for the Holders to purchase the Capital
Securities, the Guarantor desires irrevocably and unconditionally to agree,
to the extent set forth herein, to pay to the Holders of the Capital
Securities the Guarantee Payments (as defined herein) and to make certain
other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase of the Capital
Securities by each Holder, which purchase the Guarantor hereby acknowledges
shall benefit the Guarantor, and intending to be legally bound hereby, the
Guarantor executes and delivers this Guarantee Agreement for the benefit of
the Holders from time to time of the Capital Securities.

ARTICLE I.

DEFINITIONS

SECTION 1.1. Definitions.

As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings.
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the
date hereof.

"Additional Amounts" has the meaning specified in the Trust Agreement.

"Capital Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

"Distributions" means preferential cumulative cash distributions
accumulating from , 1998 and payable quarterly in arrears
on__________ and _________ of each year, commencing _________, 1998, at the
annual rate of _____% of the Liquidation Amount.

"Event of Default" means (i) a default by the Guarantor in any of its
payment obligations under this Guarantee Agreement, or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30
days.

"Guarantee Agreement" means this Guarantee Agreement, as
modified,amended or supplemented from time to time.

"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities, to the extent
not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and
unpaid Distributions required to be paid on the Capital Securities, to the
extent the Issuer Trust shall have funds on hand available therefor at such
time, (ii) the Redemption Price, with respect to the Capital Securities
called for redemption by the Issuer Trust to the extent that the Issuer Trust
shall have funds on hand available therefor at such time, and (iii) upon a
voluntary or involuntary dissolution, winding-up or liquidation of the Issuer
Trust, unless Junior Subordinated Debentures are distributed to the Holders,
the lesser of (a) the aggregate of the Liquidation Amount and all accumulated
and unpaid Distributions to the date of payment and (b) the amount of assets
of the Issuer Trust remaining available for distribution to Holders on
liquidation of the Issuer Trust (in either case, the"Liquidation
Distribution").

"Guarantee Trustee" means The Bank of New York, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement and thereafter means each
such Successor Guarantee Trustee.

"Guarantor" shall have the meaning specified in the first paragraph of
this Guarantee Agreement.

"Holder" means any holder, as registered on the books and records of the
Issuer Trust, of any Capital Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Capital
Securities have given any request, notice, consent or waiver hereunder,
"Holder"shall not include the Guarantor, the Guarantee Trustee, or any
Affiliate of the Guarantor or the Guarantee Trustee.

"Indenture" means the Junior Subordinated Indenture dated as of ,
1998, between Morgan Stanley, Dean Witter, Discover & Co. and The Bank of New
York, as trustee, as may be modified, amended or supplemented from time to
time.

"Issuer Trust" shall have the meaning specified in the first paragraph
of this Guarantee Agreement.

"Liquidation Amount" means the stated amount of $25 per Capital
Security.

"Majority in Liquidation Amount of the Capital Securities" means,except
as provided by the Trust Indenture Act, Capital Securities representing more
than 50% of the aggregate Liquidation Amount of all then outstanding Capital
Securities issued by the Issuer Trust.

"Like Amount" means (i) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to that
portion of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with Junior Subordinated Indenture,
allocated to the Common Securities and to the Capital Securities based upon
the relative Liquidation Amounts of such classes and (ii) with respect to a
distribution of Junior Subordinated Debentures to Holders of Trust Securities
in connection with a dissolution or liquidation of the Issuer Trust, Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Junior Subordinated
Debentures are distributed.

"Officers' Certificate" means a certificate signed by any one of the
following: the Chairman of the Board, the President, the Chief Financial
Officer, the Chief Strategic and Administrative Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer of the Company or any other
person authorized by the Board of Directors to execute any such certificate,
and delivered to the Guarantee Trustee. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Guarantee Agreement shall include:

(a) a statement by each officer signing the Officers' Certificate that
such officer has read the covenant or condition and the definitions relating
thereto;

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officers'
Certificate;

(d) a statement as to whether, in the opinion of such officer, such
condition or covenant has been complied with.

"Person" means a legal person, including any individual,corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

"Redemption Date" means, with respect to any Capital Security to be
redeemed, the date fixed for such redemption by or pursuant to the Trust
Agreement; provided that each Junior Subordinated Debenture Redemption Date
and the stated maturity of the Junior Subordinated Debentures shall be a
Redemption Date for a Like Amount of Capital Securities.

"Redemption Price" shall have the meaning specified in the Trust
Agreement.

"Responsible Officer" means, when used with respect to the Guarantee
Trustee, any officer assigned to the Corporate Trust Office, including any
managing director, vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Guarantee Trustee
customarily performing functions similar to those performed by any of the
above designated officers and having direct responsibility for the
administration of this Indenture, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

"Senior Indebtedness" shall have the meaning specified in the Indenture.

"Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"Trust Agreement" means the Amended and Restated Trust Agreement, dated
, 1998, executed by Morgan Stanley, Dean Witter, Discover & Co., as
Depositor, The Bank of New York (Delaware), as Delaware Trustee, and The Bank
of New York, as Property Trustee.

"Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb), as amended.

"Trust Securities" means the Common Securities and the Capital
Securities.

ARTICLE II.

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be apart of and
govern this Guarantee Agreement, the provision of the Trust Indenture Act
shall control. If any provision of this Guarantee Agreement modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or to be excluded, as the case may be.

SECTION 2.2. List of Holders.

(a) The Guarantor will furnish or cause to be furnished to the
Guarantee Trustee a list of Holders at the following times:

(i) quarterly, not more than 15 days after _________, _______,
__________ and ________ in each year, a list, in such form as the
Guarantee Trustee may reasonably require, of the names and addresses of
the Holders as of such _________, _________, _________ and __________;
and

(ii) at such other times as the Guarantee Trustee may request in
writing, within 30 days after the receipt by the Guarantor of any such
request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished.

(b) The Guarantee Trustee shall comply with the requirements of Section
312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.

Not later than January 31 of each year, commencing January 31, 1999, the
Guarantee Trustee shall provide to the Holders such reports, if any, as are
required by Section 313 of the Trust Indenture Act in the form and in the
manner provided by Section 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the
Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee, and the Holders
such documents, reports and information, if any, as required by Section 314
of the Trust Indenture Act and the compliance certificate required by Section
314 of the Trust Indenture Act, in the form, in the manner and at the times
required by Section 314 of the Trust Indenture Act.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers' Certificate.

SECTION 2.6. Events of Default; Waiver.

The Holders of a Majority in Liquidation Amount of the Capital
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Guarantee Agreement, but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent therefrom.

SECTION 2.7. Event of Default; Notice.

(a) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders, notices of all Events of Default known to the Guarantee Trustee,
unless such Events of Default have been cured before the giving of such
notice;provided that, except in the case of a default in the payment of a
Guarantee Payment, the Guarantee Trustee shall be protected in withholding
such notice if and so long as the Board of Directors, the executive committee
or a trust committee of directors and/or Responsible Officers of the
Guarantee Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer charged with the administration
of this Guarantee Agreement shall have received written notice of such Event
of Default.

SECTION 2.8. Conflicting Interests.

The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III.

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for
the benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her
rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee hereunder. The right, title and interest of the
Guarantee Trustee, as such, hereunder shall automatically vest in any
Successor Guarantee Trustee, upon acceptance by such Successor Guarantee
Trustee of its appointment hereunder, and such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed
and delivered pursuant to the appointment of such Successor Guarantee
Trustee.

(b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of
the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall be obligated to perform only such duties as are specifically set forth
in this Guarantee Agreement (including pursuant to Section 2.1), and no
implied covenants shall be read into this Guarantee Agreement against the
Guarantee Trustee. If an Event of Default has occurred (that has not been
cured or waived pursuant to Section 2.6), the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Guarantee
Agreement, and use the same degree of care and skill in its exercise thereof,
as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that:

(i) Prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall
be determined solely by the express provisions of this Guarantee
Agreement(including pursuant to Section 2.1), and the Guarantee
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1); and

(B) in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to
the Guarantee Trustee and conforming to the requirements of this
Guarantee Agreement; but in the case of any such certificates or
opinions that by any provision hereof or of the Trust Indenture Act
are specifically required to be furnished to the Guarantee Trustee,
the Guarantee Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Guarantee Agreement;

(ii) The Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was
negligent in ascertaining the pertinent facts upon which such judgment
was made;

(iii) The Guarantee Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a Majority
in Liquidation Amount of the Capital Securities relating to the time,
method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee, or exercising any trust or power conferred
upon the Guarantee Trustee under this Guarantee Agreement; and

(iv) No provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers if the Guarantee Trustee
shall have reasonable grounds for believing that the repayment of such
funds or liability is not assured to it under the terms of this
Guarantee Agreement or adequate indemnity against such risk or liability
is not reasonably assured to it.

SECTION 3.2. Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document reasonably believed by it to be
genuine and to have been signed, sent or presented by the proper party or
parties.

(ii) Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers'
Certificate unless otherwise prescribed herein.

(iii) Whenever, in the administration of this Guarantee
Agreement, the Guarantee Trustee shall deem it desirable that a matter be
proved or established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers' Certificate which, upon
receipt of such request from the Guarantee Trustee,shall be promptly
delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with legal counsel, and the
advice or written opinion of such legal counsel with respect to legal matters
shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted to be taken by it hereunder in good faith
and in accordance with such advice or opinion. Such legal counsel may be
legal counsel to the Guarantor or any of its Affiliates and may be one of its
employees. The Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Guarantee Agreement from
any court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Guarantee Agreement at the
request or direction of any Holder, unless such Holder shall have provided to
the Guarantee Trustee such security and indemnity as would satisfy a
reasonable person in the position of the Guarantee Trustee, against the
costs,expenses (including attorneys' fees and expenses) and liabilities that
might be incurred by it in complying with such request or direction,
including such reasonable advances as may be requested by the Guarantee
Trustee.

(vi) The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate,statement, instrument, opinion, report, notice, request,
direction, consent,order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through its agents or attorneys, and the Guarantee Trustee shall not be
responsible for any negligence or wilful misconduct on the part of any such
agent or attorney appointed with due care by it hereunder.

(viii) Whenever in the administration of this Guarantee
Agreement the Guarantee Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any
other action hereunder, the Guarantee Trustee (A) may request instructions
from the Holders,(B) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received and (C) shall
be fully protected in acting in accordance with such instructions.

(b) No provision of this Guarantee Agreement shall be deemed to impose
any duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in
any jurisdiction in which it shall be illegal, or in which the Guarantee
Trustee shall be unqualified or incompetent in accordance with applicable
law,to perform any such act or acts or to exercise any such right, power,
duty or obligation. No permissive power or authority available to the
Guarantee Trustee shall be construed to be a duty to act in accordance with
such power and authority.

SECTION 3.3. Indemnity.

The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without
negligence, wilful misconduct or bad faith on the part of the Guarantee
Trustee,arising out of or in connection with the acceptance or administration
of this Guarantee Agreement, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The Guarantee Trustee
will not claim or exact any lien or charge on any Guarantee Payments as a
result of any amount due to it under this Guarantee Agreement.

SECTION 3.4. Expenses.

The Guarantor shall from time to time reimburse the Guarantee Trustee
for its expenses and costs (including reasonable attorneys' or agents' fees)
incurred in connection with the performance of its duties hereunder.

ARTICLE IV.

GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee; Eligibility.

(a) There shall at all times be a Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000, and shall be a corporation meeting the requirements of
Section 310(c) of the Trust Indenture Act. If such corporation
publishes reports of condition at least annually,pursuant to law or to
the requirements of the supervising or examining authority, then, for
the purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.1(a), the Guarantee Trustee shall immediately resign
in the manner and with the effect set out in Section 4.2.

(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act,
the Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee.

(a) No resignation or removal of the Guarantee Trustee and no
appointment of a Successor Guarantee Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the Successor
Guarantee Trustee by written instrument executed by the Successor Guarantee
Trustee and delivered to the Holders and the Guarantee Trustee.

(b) Subject to the immediately preceding paragraph, a Guarantee Trustee
may resign at any time by giving written notice thereof to the Holders.The
Guarantee Trustee shall appoint a successor by requesting from at least three
Persons meeting the eligibility requirements such Person's expenses and
charges to serve as the Guarantee Trustee, and selecting the Person who
agrees to the lowest expenses and charges. If the instrument of acceptance
by the Successor Guarantee Trustee shall not have been delivered to the
Guarantee Trustee within 60 days after the giving of such notice of
resignation, the Guarantee Trustee may petition, at the expense of the
Guarantor, any court of competent jurisdiction for the appointment of a
Successor Guarantee Trustee.

(c) The Guarantee Trustee may be removed for cause at any time by Act
(within the meaning of Section 6.8 of the Trust Agreement) of the Holders of
at least a Majority in Liquidation Amount of the Capital Securities,
delivered to the Guarantee Trustee.

(d) If a resigning Guarantee Trustee shall fail to appoint a successor,
or if a Guarantee Trustee shall be removed or become incapable of acting as
Guarantee Trustee, or if any vacancy shall occur in the office of any
Guarantee Trustee for any cause, the Holders of the Capital Securities, by
Act of the Holders of record of not less than 25% in aggregate Liquidation
Amount of the Capital Securities then outstanding delivered to such Guarantee
Trustee, shall promptly appoint a successor Guarantee Trustee. If no
Successor Guarantee Trustee shall have been so appointed by the Holders of
the Capital Securities and such appointment accepted by the Successor
Guarantee Trustee, any Holder, on behalf of himself and all others similarly
situated, may petition any court of competent jurisdiction for the
appointment of a Successor Guarantee Trustee.

ARTICLE V.

GUARANTEE

SECTION 5.1. Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full, on
a subordinated basis as set forth in Article VI, to the Holders the Guarantee
Payments (without duplication of amounts theretofore paid by or on behalf of
the Issuer Trust), as and when due, regardless of any defense, right of
set-off or counterclaim which the Issuer Trust may have or assert, except the
defense of payment. The Guarantor's obligation to make a Guarantee Payment
may be satisfied by direct payment of the required amounts by the Guarantor
to the Holders or by causing the Issuer Trust to pay such amounts to the
Holders. The Guarantor shall give prompt written notice to the Guarantee
Trustee in the event it makes any direct payment hereunder.

SECTION 5.2. Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply,
presentment,demand for payment, any right to require a proceeding first
against the Guarantee Trustee, the Issuer Trust or any other Person before
proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

SECTION 5.3. Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Capital Securities to
be performed or observed by the Issuer Trust;

(b) the extension of time for the payment by the Issuer Trust of all or
any portion of the Distributions (other than an extension of time for payment
of Distributions that results from the extension of any interest payment
period on the Junior Subordinated Debentures as so provided in the
Indenture), Redemption Price, Liquidation Distribution or any other sums
payable under the terms of the Capital Securities or the extension of time
for the performance of any other obligation under, arising out of, or in
connection with, the Capital Securities;

(c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Capital
Securities, or any action on the part of the Issuer Trust granting indulgence
or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of
debt of, or other similar proceedings affecting, the Issuer Trust or any of
the assets of the Issuer Trust;

(e) any invalidity of, or defect or deficiency in, the Capital
Securities;

(f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor (other than payment of
the underlying obligation), it being the intent of this Section 5.3 that the
obligations of the Guarantor hereunder shall be absolute and unconditional
under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4. Rights of Holders.

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of
the Holders; (ii) the Guarantee Trustee has the right to enforce this
Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority
in Liquidation Amount of the Capital Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee in respect of this Guarantee Agreement or exercising
any trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly
against the Guarantor to enforce its rights under this Guarantee Agreement,
without first instituting a legal proceeding against the Guarantee Trustee,
the Issuer Trust or any other Person.

SECTION 5.5. Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by
payment of the Guarantee Payments in full (without duplication of amounts
theretofore paid by the Issuer Trust) or upon the distribution of Junior
Subordinated Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by
way of subrogation or any indemnity, reimbursement or other agreement, in all
cases as a result of payment under this Guarantee Agreement, at the time of
any such payment, any amounts are due and unpaid under this Guarantee
Agreement or any payments are due to the holders of Capital Securities under
the Trust Agreement. If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount
in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7. Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer Trust with respect to the
Capital Securities and that the Guarantor shall be liable as principal and as
debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee Agreement notwithstanding the occurrence of any event referred to
in subsections(a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI.

COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all
Senior Indebtedness of the Guarantor to the extent and in the manner set
forth in the Indenture with respect to the Junior Subordinated Debentures,
and the provisions of Article XIII of the Indenture will apply, mutatis
mutandis, to the obligations of the Guarantor hereunder. The obligations of
the Guarantor hereunder do not constitute Senior Indebtedness of the
Guarantor.

SECTION 6.2. Pari Passu Guarantees.

The obligations of the Guarantor under this Guarantee Agreement shall
rank pari passu with any similar guarantee agreements issued by the Guarantor
on behalf of the holders of preferred or capital securities issued by the
Issuer Trust and with any other security, guarantee or other obligation that
is expressly stated to rank pari passu with the obligations of the Guarantor
under this Guarantee Agreement.

ARTICLE VII.

TERMINATION

SECTION 7.1. Termination.

This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Capital
Securities, (ii) the distribution of Junior Subordinated Debentures to the
Holders in exchange for all of the Capital Securities or (iii) full payment
of the amounts payable in accordance with Article IX of the Trust Agreement
upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as
the case maybe, if at any time any Holder is required to repay any sums paid
with respect to Capital Securities or this Guarantee Agreement.

ARTICLE VIII.

MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives
of the Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding. Except in connection with a consolidation,
merger or sale involving the Guarantor that is permitted under Article IX of
the Indenture and pursuant to which the assignee agrees in writing to perform
the Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder, and any purported assignment that is not in accordance
with these provisions shall be void.

SECTION 8.2. Amendments.

Except with respect to any changes that do not materially adversely
affect the rights of the Holders (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the
prior approval of the Holders of not less than a Majority in Liquidation
Amount of the Capital Securities. The provisions of Article VI of the Trust
Agreement concerning meetings of the Holders shall apply to the giving of
such approval.

SECTION 8.3. Notices.

Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied (confirmed by delivery of the original) or
mailed by first class mail as follows:

(a) if given to the Guarantor, to the address or telecopy number set
forth below or such other address or telecopy number or to the attention of
such other Person as the Guarantor may give notice to the Holders:

Morgan Stanley, Dean Witter,
Discover & Co.
1585 Broadway
New York, NY 10036
Facsimile No.: (212) 761-0331
Attention: Office of the Secretary

(b) if given to the Issuer Trust, in care of the Guarantee Trustee,at
the Issuer Trust's (and the Guarantee Trustee's) address set forth below or
such other address or telecopy number or to the attention of such other
Personas the Guarantee Trustee on behalf of the Issuer Trust may give notice
to the Holders:

c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Facsimile No.: (212) 815-5915
Attention: Corporate Trust Administration

with a copy to:

Morgan Stanley, Dean Witter,
Discover & Co.
1585 Broadway
New York, NY 10036
Facsimile No.: (212) 761-0331
Attention: Office of the Secretary

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Facsimile No.: (212) 815-5915
Attention: Corporate Trust Administration

(d) if given to any Holder, at the address set forth on the books and
records of the Issuer Trust.

All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no
notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

SECTION 8.4. Benefit.

This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Capital Securities.

SECTION 8.5. Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee Agreement but not defined
in the preamble hereto have the respective meanings assigned to them in
Section 1.1;

(b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

(c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or
amended from time to time;

(d) all references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement unless otherwise
specified;

(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice versa; and

(g) the masculine, feminine or neuter genders used herein shall include
the masculine, feminine and neuter genders.

SECTION 8.6. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

SECTION 8.7. Counterparts.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
as Guarantor

By:_______________________________________
Name:
Title:

The Bank of New York,
as Guarantee Trustee, and not
in its individual capacity

By:_______________________________________
Name:
Title:

EXHIBIT 5-a

[Letterhead of Brown & Wood LLP]

February 12, 1998

Morgan Stanley, Dean Witter,
Discover & Co.
1585 Broadway
New York, NY 10036

Re: Morgan Stanley, Dean Witter, Discover & Co.
MSDW Capital Trust I, MSDW Capital Trust II,
MSDW Capital Trust III, MSDW Capital Trust IV
and MSDW Capital Trust V
Registration Statement on Form S-3
----------------------------------

Ladies and Gentlemen:

We have acted as counsel to Morgan Stanley, Dean Witter, Discover & Co.,
a Delaware corporation (the "Company") and depositor of MSDW Capital Trust I,
MSDW Capital Trust II, MSDW Capital Trust III, MSDW Capital Trust IV and MSDW
Capital Trust V, each a statutory business trust formed under the laws of the
State of Delaware (each, an "Issuer Trust" and, collectively, the Issuer
Trusts), in connection with a Registration Statement (the "Registration
Statement") on Form S-3 filed by the Company and the Issuer Trusts on the
date hereof with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of Debt Securities of the Company (the "Debt Securities"),
Capital Securities of the Issuer Trusts (the "Capital Securities") and
Guarantees of the Company with respect to the Capital Securities (the
"Guarantees").

The Debt Securities are to be issued from time to time as either (a)
senior indebtedness of the Company under an 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. ("Morgan Stanley") and The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee (the "Senior
Debt Trustee"), and a Third Supplemental Senior Indenture dated as of June 1,
1997 (the "Third Supplemental Senior Indenture") between the Company (as
successor to Morgan Stanley) and the Senior Debt Trustee (such indenture as
so supplemented the "Senior Indenture"), (b) senior subordinated indebtedness
of the Company under an indenture dated as of April 15, 1989, as supplemented
by a First Supplemental Subordinated Indenture dated as of May 15, 1991 and a
Second Supplemental Subordinated Indenture dated as of April 15, 1996, be-
tween Morgan Stanley and The First National Bank of Chicago, as trustee (the
"Senior Subordinated Debt Trustee"), and a Third Supplemental Subordinated
Indenture dated as of June 1, 1997 (the "Third Supplemental Subordinated
Indenture" and, together with the Third Supplemental Senior Indenture, the
"Third Supplemental Indentures") between the Company (as successor to Morgan
Stanley) and the Senior Subordinated Debt Trustee (such indenture as so
supplemented, the "Senior Subordinated Indenture") or (c) junior subordinated
indebtedness of the Company under an indenture to be entered into between
the Company and The Bank of New York, as trustee (the "Junior Subordinated
Indenture" and, together with the Senior Indenture and the Senior
Subordinated Indenture, the "Indentures").

The Capital Securities of each Issuer Trust will be issued pursuant an
Amended and Restated Trust Agreement (the "Trust Agreement") of such Issuer
Trust to be entered into among the Company, as depositor of such Issuer
Trust, The Bank of New York, as property trustee, The Bank of New York
(Delaware), as Delaware trustee, two individuals selected by the holders of
the Common Securities issued by such Issuer Trust as administrators with
respect to such Issuer Trust and the holders of the Common Securities and the
Capital Securities of such Issuer Trust.

The forms of the Indentures, the Trust Agreements, the Guarantees and
the Debt Securities are filed or incorporated by reference as exhibits to the
Registration Statement.

In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents
and certificates as we deemed necessary. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
all such latter documents. In addition, in rendering this opinion, we have
assumed the authorization, execution and delivery of the Indentures, the
Trust Agreements and the Guarantees by all parties (including Morgan Stanley)
other than the Company. As to any facts material to this opinion, we have,
when relevant facts were not independently established by us, relied upon the
aforesaid records, certificates and documents.

Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:

(i) the Third Supplemental Indentures, the Junior Subordinated
Indenture, the Debt Securities and the Guarantees have been duly authorized
by the Company;

(ii) when a Debt Security has been duly executed and issued in
accordance with the provisions of the applicable Indenture, and duly paid for
by the purchaser thereof in the manner and on the terms described in the
Registration Statement (after it is declared effective), all required
corporate action of the Company will have been taken with respect to the
issuance and sale of such Debt Security, and such Debt Security will have
been validly issued and will constitute a valid and binding obligation of the
Company, enforceable in accordance with its terms; and

(iii) when a Guarantee has been duly executed and delivered by the
Company, all corporate actions of the Company will have been taken with
respect to the issuance of such Guarantee, and such Guarantee will constitute
a valid and binding agreement of the Company, enforceable in accordance with
its terms.

The opinions set forth herein are limited to matters of the laws of the
State of New York. With respect to the laws of the State of Delaware, we
have made no independent investigation of such laws and have relied on all
matters governed by such laws upon the opinion of Richards, Layton & Finger,
P.A. Any opinion expressed herein as to enforceability is qualified in that
such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting creditors' rights
generally and is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at
law. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Validity of Securities" in the related Prospectus. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Brown & Wood LLP

BROWN & WOOD LLP

Exhibit 5-b

(Letterhead of Richards, Layton & Finger)

February 12, 1998

MSDW Capital Trust I
c/o Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036

Re: MSDW Capital Trust I
--------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation (the "Company"), and MSDW
Capital Trust I, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated as of February 12,
1998 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on February 12, 1998;

(b) The Trust Agreement of the Trust, dated as of February 12, 1998,
among the Company, the trustees of the Trust named therein and the
administrators of the Trust named therein;

(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus") and a prospectus
supplement, relating to the Capital Securities of the Trust representing
preferred undivided beneficial interests in the assets of the Trust (each, a
"Capital Security" and collectively, the "Capital Securities"), as proposed
to be filed by the Company, the Trust and others as set forth therein with
the Securities and Exchange Commission on or about February 12, 1998;

(d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, the trustees of the Trust named therein, the
administrators named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust (including Exhibits A, C and
D thereto) (the "Trust Agreement"), attached as an exhibit to the
Registration Statement; and

(e) A Certificate of Good Standing for the Trust, dated February 12,
1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies
or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us
under the laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by
us, (vi) the receipt by each Person to whom a Capital Security is to be
issued by the Trust (collectively, the "Capital Security Holders") of a
Capital Securities Certificate for such Capital Security and the payment for
the Capital Security acquired by it, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Capital Securities are
issued and sold to the Capital Security Holders in accordance with the Trust
Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for
its contents.

This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered
only with respect to Delaware laws and rules, regulations and orders
thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Capital Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust
Agreement.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading
"Validity of Securities" in the Prospectus. In giving the foregoing
consents, we do not thereby admit that we come within the category of Persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by,
any other Person for any purpose.

Very truly yours,

RICHARDS, LAYTON & FINGER

Exhibit 5-C

(Letterhead of Richards, Layton & Finger)

February 12, 1998

MSDW Capital Trust II
c/o Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036

Re: MSDW Capital Trust II
---------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation (the "Company"), and MSDW
Capital Trust II, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(b) The Trust Agreement of the Trust, dated as of February 12, 1998,
among the Company, the trustees of the Trust named therein and the
administrators of the Trust named therein;

(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"), relating to the
Capital Securities of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Capital Security"
and collectively, the "Capital Securities"), as proposed to be filed by the
Company, the Trust and others as set forth therein with the Securities and
Exchange Commission on or about February 12, 1998;

(e) A Certificate of Good Standing for the Trust, dated February 12,
1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

Very truly yours,

RICHARDS, LAYTON & FINGER

Exhibit 5-d

(Letterhead of Richards, Layton & Finger)

February 12, 1998

MSDW Capital Trust III
c/o Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036

Re: MSDW Capital Trust III
----------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation (the "Company"), and MSDW
Capital Trust III, a Delaware business trust (the "Trust"), in connection
with the matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(b) The Trust Agreement of the Trust, dated as of February 12, 1998,
among the Company, the trustees of the Trust named therein and the
administrators of the Trust named therein;

(e) A Certificate of Good Standing for the Trust, dated February 12,
1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

Very truly yours,

RICHARDS, LAYTON & FINGER

Exhibit 5-e

(Letterhead of Richards, Layton & Finger)

February 12, 1998

MSDW Capital Trust IV
c/o Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036

Re: MSDW Capital Trust IV
---------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation (the "Company"), and MSDW
Capital Trust IV, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(b) The Trust Agreement of the Trust, dated as of February 12, 1998,
among the Company, the trustees of the Trust named therein and the
administrators of the Trust named therein;

(e) A Certificate of Good Standing for the Trust, dated February 12,
1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

Very truly yours,

RICHARDS, LAYTON & FINGER

Exhibit 5-f

(Letterhead of Richards, Layton & Finger)

February 12, 1998

MSDW Capital Trust V
c/o Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036

Re: MSDW Capital Trust V
--------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Morgan Stanley, Dean
Witter, Discover & Co., a Delaware corporation (the "Company"), and MSDW
Capital Trust V, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(b) The Trust Agreement of the Trust, dated as of February 12, 1998,
among the Company, the trustees of the Trust named therein and the
administrators of the Trust named therein;

(e) A Certificate of Good Standing for the Trust, dated February 12,
1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

Very truly yours,

RICHARDS, LAYTON & FINGER

EXHIBIT 8

[Letterhead of Brown & Wood LLP]

February 12, 1998

Morgan Stanley, Dean Witter,
Discover & Co.
1585 Broadway
New York, NY 10036

Ladies and Gentlemen:

We have acted as tax counsel to Morgan Stanley, Dean Witter, Discover &
Co., a Delaware corporation (the "Company"), MSDW Capital Trust I, MSDW
Capital Trust II, MSDW Capital Trust III, MSDW Capital Trust IV and MSDW
Capital Trust V, each a statutory business trust formed under the laws of the
State of Delaware (each, an "Issuer Trust" and, collectively, the Issuer
Trusts), in connection with a Registration Statement (the "Registration
Statement") on Form S-3 filed by the Company and the Issuer Trusts on the
date hereof with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of Debt Securities of the Company (the "Debt Securities"),
Capital Securities of the Issuer Trusts (the "Capital Securities") and
Guarantees of the Company with respect to the Capital Securities (the
"Guarantees").

The Debt Securities are to be issued from time to time as either (a)
senior indebtedness of the Company under an 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. ("Morgan Stanley") and The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee (the "Senior
Debt Trustee"), and a Third Supplemental Senior Indenture dated as of June 1,
1997 between the Company (as successor to Morgan Stanley) and the Senior Debt
Trustee (such indenture as so supplemented the "Senior Indenture"), (b)
senior subordinated indebtedness of the Company under an indenture dated as
of April 15, 1989, as supplemented by a First Supplemental Subordinated
Indenture dated as of May 15, 1991 and a Second Supplemental Subordinated
Indenture dated as of April 15, 1996, between Morgan Stanley and The First
National Bank of Chicago, as trustee (the "Senior Subordinated Debt
Trustee"), and a Third Supplemental Subordinated Indenture dated as of June
1, 1997 between the Company (as successor to Morgan Stanley) and the Senior
Subordinated Debt Trustee (such indenture as so supplemented, the "Senior
Subordinated Indenture") or (c) junior subordinated indebtedness of the
Company under an indenture to be entered into between the Company and The
Bank of New York, as trustee (the "Junior Subordinated Indenture" and,
together with the Senior Indenture and the Senior Subordinated Indenture, the
"Indentures").

The forms of the Indentures, the Trust Agreements, the Guarantees and
the Debt Securities are filed or incorporated by reference as exhibits to the
Registration Statement.

Based upon the foregoing and assuming that the Issuer Trusts were formed
and will be maintained in compliance with the terms of the Trust Agreements
we hereby confirm:

(i) our opinions set forth in the Registration Statement under the
caption "Certain Federal Income Tax Consequences" in the Prospectus
Supplement and

(ii) that, subject to the qualifications set forth therein, the
discussion set forth in the Registration Statement under such caption is an
accurate summary of the United States federal income tax matters described
therein.

We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point
dealing with securities such as the Capital Securities or transactions of the
type described herein and that our opinions are not binding on the Internal
Revenue Service ("IRS") or the courts, either of which could take a contrary
position. Nevertheless, we believe that if challenged, the opinions we
express herein would be sustained by a court with jurisdiction in a properly
presented case.

Our opinions are based upon the Internal Revenue Code of 1986, as
amended, the Treasury regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Consequently,
future changes in the law may cause the tax treatment of the transactions
referred to herein to be materially different from that described above.

The opinions we express herein are limited solely to matters governed by
the federal income tax laws of the United States.

We hereby consent to the use of this opinion for filing as Exhibit 8 to
the Registration Statement and the use of our name in the Registration
Statement under the captions "Certain Federal Income Tax Consequences" in
the Prospectus Supplement and "Validity of Securities" in the Prospectus.

Very truly yours,

/s/ Brown & Wood LLP

BROWN & WOOD LLP

EXHIBIT 12

Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
(Dollars in millions)

<TABLE>
<CAPTION>
Nine Months Ended
August 31, August 31,
1997 1996
<S> <C> <C>
Ratio of Earnings to Fixed
Charges

Earnings:
Income before income taxes $ 2,917 $ 2,386
Add: Fixed charges, net 8,027 6,998
Income before income taxes and ------- -------
fixed charges, net $10,944 $ 9,384

Fixed charges:
Total interest expense $ 7,952 $ 6,927
Interest factor in rents 74 70
------- -------
Total fixed charges $ 8,026 $ 6,997

Ratio of earnings to fixed 1.4 1.3
charges

Ratio of Earnings to Fixed
Charges and Preferred Stock
Dividends

Earnings:
Income before income taxes $ 2,917 $ 2,386
Add: Fixed charges, net 8,027 6,998
------ ------
Income before income taxes
and fixed charges, net $10,944 $ 9,384

Fixed charges:
Total interest expense $ 7,952 $ 6,927
Interest factor in rents 74 70
Preferred stock dividends 85 74
------- -------
Total fixed charges and
preferred stock dividends $ 8,111 $ 7,071

Ratio of earnings to fixed 1.3 1.3
charges and preferred stock
dividends

</TABLE>

<TABLE>
<CAPTION>
Fiscal Year

1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges

Earnings:
Income before income taxes $ 3,117 $ 2,292 $ 1,962 $ 2,175 $ 1,546
Add: Fixed charges, net 9,026 8,285 6,787 5,705 5,394
------- ------- ------- ------- -------
Income before income taxes and $12,143 $10,577 $ 8,749 $ 7,880 $ 6,940
fixed charges, net ------- ------- ------- ------- -------
Fixed charges:
Total interest expense $ 8,934 $ 8,190 $ 6,697 $ 5,620 $ 5,346
Interest factor in rents 92 95 90 85 80
------- ------- ------- ------- -------
Total fixed charges $ 9,026 $ 8,285 $ 6,787 $ 5,705 $ 5,426

Ratio of earnings to fixed 1.3 1.3 1.3 1.4 1.3
charges

Ratio of Earnings to Fixed
Charges and Preferred Stock
Dividends

Fixed charges:
Total interest expense $ 8,934 $ 8,190 $ 6,697 $ 5,620 $ 5,346
Interest factor in rents 92 95 90 85 80
Preferred stock dividends 101 95 94 83 81
Total fixed charges and ------- ------- ------- ------- -------
preferred stock dividends $ 9,127 $ 8,380 $ 6,881 $ 5,788 $ 5,507

Ratio of earnings to fixed 1.3 1.3 1.3 1.4 1.3
charges and preferred stock
dividends

</TABLE>

- -------------------
(1) For purposes of calculating the ratio of earnings to fixed charges and the
ratio of earnings to fixed charges and preferred stock dividends, earnings
consist of income before income taxes and fixed charges (exclusive of
preferred stock dividends). Additionally, "earnings" in 1992 excludes a
nonrecurring gain of $32.1 million from the initial public offering of
25.7% of SPS Transaction Services, Inc. For purposes of calculating both
ratios, fixed charges include interest expenses, capitalized interest and
that portion of rentals representative of an interest factor.

Exhibit 15-a

To the Directors and Shareholders of Morgan Stanley,
Dean Witter, Discover & Co.:

We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of Dean Witter, Discover & Co. (renamed
"Morgan Stanley, Dean Witter, Discover & Co." on May 31, 1997) and
subsidiaries as of March 31, 1997 and for the three month periods ended March
31, 1997 and 1996, as indicated in our report dated April 30, 1997; because
we did not perform an audit, we expressed no opinion on that information.
We are aware that our report, which is included in your Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, is incorporated by reference
in this Registration Statement (related to $1,500,000,000 of debt and capital
securities).

We also have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the supplemental
unaudited interim consolidated financial information of Morgan Stanley, Dean
Witter, Discover & Co. and subsidiaries as of first fiscal quarter end 1997
and for first fiscal quarters 1997 and 1996, as indicated in our report dated
May 31, 1997 (which makes reference to the review of Morgan Stanley Group
Inc. for the quarter ended February 28, 1997 by other auditors); because we
did not perform an audit, we expressed no opinion on that information. We
are aware that our report, which is included in your Current Report on Form
8-K filed on June 2, 1997, is incorporated by reference in this Registration
Statement.

We also have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the unaudited
interim condensed consolidated financial information of Morgan Stanley, Dean
Witter, Discover & Co. and subsidiaries as of May 31, 1997 and for the three
and six month periods ended May 31, 1997 and 1996, as indicated in our report
dated July 15, 1997 (which makes reference to the review of Morgan Stanley
Group Inc. for the quarters ended February 28, 1997 and May 31, 1996 by other
auditors); because we did not perform an audit, we expressed no opinion on
that information. We are aware that our report, which is included in your
Quarterly Report on Form 10-Q for the quarter ended May 31, 1997, is
incorporated by reference in this Registration Statement.

We also have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the unaudited
interim condensed consolidated financial information of Morgan Stanley, Dean
Witter, Discover & Co. and subsidiaries as of August 31, 1997 and for the
three and nine month periods ended August 31, 1997 and 1996, as indicated in
our report dated October 14, 1997 (which makes reference to the review of
Morgan Stanley Group Inc. for the quarters ended February 28, 1997 and August
31, 1996 by other auditors); because we did not perform an audit, we
expressed no opinion on that information. We are aware that our report,
which is included in your Quarterly Report on Form 10-Q for the quarter ended
August 31, 1997, is incorporated by reference in this Registration Statement.

We are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.

DELOITTE & TOUCHE LLP

New York, New York
February 12, 1998

Exhibit 15-b

The Stockholders and
Board of Directors of
Morgan Stanley, Dean Witter, Discover & Co.

We are aware of the inclusion in this Registration Statement on Form S-3 and
related Prospectus of Morgan Stanley, Dean Witter, Discover & Co. (the
"Company") and MSDW Capital Trust I, MSDW Capital Trust II, MSDW Capital
Trust III, MSDW Capital Trust IV, and MSDW Capital Trust V (collectively, the
"Issuer Trusts") for the registration of Debt Securities of the Company,
Capital Securities of the Issuer Trusts, and Guarantees of the Company with
respect to Capital Securities issued by the Issuer Trusts of our report dated
March 27, 1997 included in the Current Report on Form 8-K of Morgan Stanley,
Dean Witter, Discover & Co. dated May 31, 1997, relating to the unaudited
condensed consolidated interim financial statements of Morgan Stanley Group
Inc. which are included in its Form 10-Q for the quarter ended February 28,
1997.

Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a
part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.

ERNST & YOUNG LLP

New York, New York
February 12, 1998

Exhibit 23-a

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
(related to $1,500,000,000 of debt and capital securities) of Morgan Stanley,
Dean Witter, Discover & Co. (the "Registrant") on Form S-3 of our reports
dated February 21, 1997, appearing in and incorporated by reference in the
Annual Report on Form 10-K of the Registrant for the year ended December 31,
1996; and our report dated May 31, 1997, appearing in the Current Report on
Form 8-K of the Registrant filed on June 2, 1997 (which makes reference to
the audit of Morgan Stanley Group Inc. by other auditors); and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.

DELOITTE & TOUCHE LLP

New York, New York
February 12, 1998

Exhibit 23-b

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in this
Registration Statement on Form S-3 and related Prospectus of Morgan Stanley,
Dean Witter, Discover & Co. (the "Company") and MSDW Capital Trust I, MSDW
Capital Trust II, MSDW Capital Trust III, MSDW Capital Trust IV, and MSDW
Capital Trust V (collectively, the "Issuer Trusts") for the registration of
Debt Securities of the Company, Capital Securities of the Issuer Trusts, and
Guarantees of the Company with respect to Capital Securities issued by the
Issuer Trusts and to the incorporation by reference therein of our reports
with respect to the consolidated financial statements and financial statement
schedule of Morgan Stanley Group Inc. dated January 7, 1997 included and
incorporated by reference in its Annual Report on Form 10-K for the fiscal
year ended November 30, 1996 and dated May 27, 1997 included in the Current
Report on Form 8-K of Morgan Stanley, Dean Witter, Discover & Co. dated May
31, 1997, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

New York, New York
February 12, 1998

Exhibit 25-c

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING
SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T

========================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

------------------------------------------------

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
---------------------------- -------------------
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)

------------------------------------------------

MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
(Exact name of obligor as specified in its charter)

DELAWARE 36-3145972
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

1585 Broadway
New York, New York 10036
- --------------------------------------- ----------
(Address of principal executive offices) (Zip code)

______________________

Junior Subordinated Debt Securities
(Title of the indenture securities)

==========================================================================

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

- -----------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York 10005

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None.

16. LIST OF EXHIBITS.

EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(D).

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration Statement No.
33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 11th day of February, 1998.

THE BANK OF NEW YORK

By: /S/LUCILLE FIRRINCIELI
--------------------------
Name: LUCILLE FIRRINCIELI
Title: VICE PRESIDENT

Exhibit 25-d

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING
SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T

==========================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

------------------------------------------------

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
---------------------------- -------------------
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)

------------------------------------------------

MSDW CAPITAL TRUST I
(Exact name of obligor as specified in its charter)

DELAWARE To Be Applied For
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

1585 Broadway
New York, New York 10036
- --------------------------------------- ----------
(Address of principal executive offices) (Zip code)

______________________

Capital Securities
(Title of the indenture securities)