EXHIBIT 4-ww COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF __________ SHARES THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IN RIDGEFIELD PARK, NEW JERSEY CERTAIN DEFINITIONS AND AND NEW YORK, NEW YORK ADDITIONAL INFORMATION CUSIP 617446 44 8 MORGAN STANLEY DEAN WITTER & CO. NAME CHANGED TO MORGAN STANLEY CERTIFICATE OF STOCK THIS IS TO CERTIFY THAT __________________ IS THE OWNER OF ___________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 PER SHARE OF THE COMMON STOCK OF Morgan Stanley Dean Witter & Co. transferable on the books of the Corporation by the holder hereof in person, or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Corporation and the signatures of its duly authorized officers. Dated ____________ COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC (RIDGEFIELD PARK, N.J.) BY _____________ TRANSFER AGENT /s/ Donald G. Kempf /s/ Philip J. Purcell AND REGISTRAR _____________ AUTHORIZED SIGNATURE SECRETARY CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER The Corporation will furnish without charge to each stockholder who so requests a statement of the designations, powers, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests may be made to the Corporation or the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - _____Custodian_____ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act______ JT TEN - as joint tenants with right of (State) survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED ___________________________________________ hereby sell, assign and transfer unto _____________________________________________ Please Insert Social Security Or Other Identifying Number Of Assignee _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ _________________________________________________________________________Shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint ________________________________________________________________Attorney to transfer the said stock on the books of the within-named Corporation 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 Certificate in every particular, without alteration or enlargement, or any change whatever. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Morgan Stanley Dean Witter & Co. (formerly known as Morgan Stanley, Dean Witter, Discover & Co.) (the "Company") and the Chase Manhattan Bank (formerly known as Chemical Bank) (the "Rights Agent") dated as of April 25, 1995, as amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Morgan Stanley Dean Witter & Co. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Morgan Stanley Dean Witter & Co. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.