AGREEMENT AND PLAN OF MERGER dated as of April 5, 2004 among BARRA, INC. MORGAN STANLEY and MORGAN STANLEY RISK HOLDINGS, INC.Agreement and Plan of Merger • April 7th, 2004 • Barra Inc /Ca • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 5, 2004 among Barra, Inc., a Delaware corporation (the “Company”), Morgan Stanley, a Delaware corporation (“Parent”), and Morgan Stanley Risk Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • April 7th, 2004 • Barra Inc /Ca • Services-computer programming, data processing, etc. • New York
This Amendment No. 2, dated as of April 5, 2004 (this “Amendment”), to the Preferred Stock Rights Agreement, dated as of August 15, 2001, by and between Barra, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), as amended by Amendment No. 1 to the Preferred Stock Rights Agreement, dated as of February 12, 2003, by and between the Company and the Rights Agent (as so amended, the “Rights Agreement”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 7th, 2004 • Barra Inc /Ca • Services-computer programming, data processing, etc. • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 5, 2004 among Morgan Stanley, a Delaware corporation (“Parent”), Morgan Stanley Risk Holdings, Inc., a Delaware corporation (“Merger Subsidiary”), and each of Dr. Andrew Rudd and Mr. Kamal Duggirala (each of Messrs. Rudd and Duggirala, a “Stockholder”).
