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EXHIBIT V
TERMINATION OF
VOTING AGREEMENT
This Termination of Voting Agreement (the "Termination Agreement") by and
among MORGAN STANLEY DEAN WITTER & CO., a Delaware corporation (the "Company"),
as successor to Morgan Stanley Group Inc., and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company ("State Street").
WHEREAS, Morgan Stanley Group Inc. and State Street entered into a voting
agreement dated as of March 5, 1991; and
WHEREAS, the Company, as successor to Morgan Stanley Group Inc., and State
Street amended and restated that voting agreement as of December 14, 1999 (the
"Voting Agreement"); and
WHEREAS, the Company and State Street mutually desire to terminate the
Voting Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, it is hereby agreed as follows:
Section 1. The Company and State Street hereby mutually agree to
terminate the Voting Agreement. All terms and provisions of such Voting
Agreement shall have no further effect and are hereby declared null and void.
Section 2. This Termination Agreement may be executed by one or more
parties to this Termination Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
Section 3. This Termination Agreement shall become effective as of
November 30, 2000.
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IN WITNESS WHEREOF, the undersigned has executed this Termination
Agreement.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Christine R. Walsh
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Name: Christine R. Walsh
Title: Vice President
Accepted and Agreed:
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Martin M. Cohen
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Name: Martin M. Cohen
Title: Assistant Secretary
