EXHIBIT 4-pp
CERTIFICATE OF TRUST
OF
MORGAN STANLEY CAPITAL TRUST VI
THIS CERTIFICATE OF TRUST of Morgan Stanley Capital Trust VI (the
"Issuer Trust"), dated as of September 24, 2001, is being duly executed and
filed by the undersigned, as trustees, to form a business trust under Chapter
38 of Title 12 of the Delaware Code (12 Del. C. ss. 3801, et seq.)(the "Act").
(i) Name. The name of the business trust being formed hereby is Morgan
Stanley Capital Trust VI.
(ii) Delaware Trustee. The name and business address of the trustee of
the Issuer Trust with its 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
upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Issuer
Trust, have executed this Certificate of Trust in accordance with Section
3811(a)(1) of the Act as of the date first written above.
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Delaware Trustee
By: /s/ William T. Lewis
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Name: William T. Lewis
Title: Senior Vice President
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Property Trustee
By: /s/ Kisha Holder
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Name: Kisha Holder
Title: Assistant Treasurer