DIRECTORS' EQUITY CAPITAL ACCUMULATION PLAN
(amended and restated as of September 16, 2002)
Section 1. Purpose
Morgan Stanley, a Delaware corporation (the "Company"), hereby adopts the Morgan Stanley Directors' Equity
Capital Accumulation Plan (the "Plan"). The purpose of the Plan is to promote the long-term growth and financial
success of the Company by attracting, motivating and retaining non-employee directors of outstanding ability and
assisting the Company in promoting a greater identity of interest between the Company's non-employee directors
and its stockholders.
Section 2. Eligibility
Only directors of the Company who are not employees of the Company or any affiliate of the Company (the
"Eligible Directors") shall participate in the Plan.
Section 3. Plan Operation
(a) Administration. Other than as provided in Section 5(i) of the Plan, the Plan requires no discretionary action by
any administrative body with regard to any transaction under the Plan. To the extent, if any, that questions of
administration arise, these shall be resolved by the Board of Directors of the Company. The Board may, in its
discretion, delegate to the Chief Financial Officer or the Chief Legal Officer of the Company any or all authority
and responsibility to act pursuant to this Plan. All references to the "Plan Administrators" in this Plan shall refer to
the Board, or the Chief Financial Officer or Chief Legal Officer if the Board has delegated its authority pursuant
to this Section 3(a). The determination of the Plan Administrators on all matters within their authority relating to
the Plan shall be conclusive.
(b) No Liability. The Plan Administrators shall not be liable for any action or determination made in good faith
with respect to the Plan or any award hereunder, and the Company shall indemnify and hold harmless the Plan
Administrators from all losses and expenses (including reasonable attorneys' fees) arising from the assertion or
judicial determination of any