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EXHIBIT U
CONSENT AND AGREEMENT
To Morgan Stanley Dean Witter & Co.:
I hereby acknowledge that the voting arrangements to which I was subject
pursuant to any of the following agreements or certificates (collectively, the
"Agreements") have been duly and validly terminated as to all shares of common
stock of Morgan Stanley Dean Witter & Co. owned by me:
1. Stockholders' Agreement, dated as of February 14, 1986, as amended (the
"Stockholders' Agreement"), among Morgan Stanley Dean Witter & Co. (the
"Company"), as successor to Morgan Stanley Group Inc. ("Morgan Stanley
Group"), and each of the stockholders of the Company who is a party thereto.
2. Each nonqualified stock option agreement, including all appendices and
amendments thereto and each voting agreement entered into pursuant thereto,
under the Morgan Stanley Group 1986 Stock Option Plan, as amended.
3. Each award agreement, including all appendices and amendments thereto and
each voting agreement entered into pursuant thereto, under the Morgan
Stanley Group Performance Unit Plan, as amended.
4. Each award agreement or certificate (including, without limitation, each
option agreement, stock unit agreement, stock restriction agreement, option
certificate and stock unit certificate), including all appendices and
amendments thereto and each voting agreement entered into pursuant thereto
under the Morgan Stanley Group 1988 Equity Incentive Compensation Plan, as
amended.
5. Each award agreement or certificate (including without limitation each
option agreement, stock unit agreement, stock restriction agreement, option
certificate and stock unit certificate), including all appendices and
amendments thereto and each voting agreement entered into pursuant thereto
under the Morgan Stanley Group 1995 Equity Incentive Compensation Plan, as
amended.
6. Each voting agreement between Morgan Stanley Group and the former general
partners of Miller Anderson & Sherrerd, LLP ("MAS") entered into in
connection with the acquisition of MAS by Morgan Stanley Group.
7. Each voting agreement between Morgan Stanley Group and senior officers of
Van Kampen American Capital, Inc. ("VKAC") entered into in connection with
the acquisition of VKAC by Morgan Stanley Group.
8. Voting Agreement, dated as of March 5, 1991 by and among Morgan Stanley
Group, State Street Bank and Trust Company, as trustee, and each of the
stockholders of the Company a party thereto.
I agree, ratify and consent to (i) the termination of any voting
arrangements imposed upon me pursuant to any of the foregoing Agreements
applicable to me, (ii) the revocation and termination of the Stockholders'
Agreement, if I am a party to such agreement, (iii) the termination of my rights
and obligations under any voting agreement to which I am a party and (iv) the
release of all other stockholders who are party to the Agreements from the
voting arrangements of the Agreements.
IN WITNESS WHEREOF, I have executed this Consent and Agreement as of
November 30, 2000.
Signature:
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Name:
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(please print name legibly)
