MORGAN STANLEY 
2006 NOTIONAL LEVERAGED CO-INVESTMENT PLAN

SECTION 1. Purpose. The Morgan Stanley 2006 Notional Leveraged Co-Investment Plan (as may be amended from time to time, the "Plan") has the purposes of: (i) providing the opportunity to a select group of management and highly compensated employees to enhance (A) the portion of any discretionary above base compensation that would otherwise be awarded to them in the form of Morgan Stanley equity compensation or other mandatory long-term incentive compensation or (B) any retention, new hire or similar awards that would be granted to such management and employees and (ii) facilitating the allocation of such compensation to the notional investment opportunities afforded by the Plan.

SECTION 2. Definitions. As used in the Plan, unless determined otherwise by the Firm and set forth in the applicable Award Certificate, the following terms shall have the indicated meanings:

"Above Base Compensation" means any compensation other than base salary that the Firm awards to an Eligible Person, before reduction for any applicable taxes. Nothing in the Plan shall obligate the Firm to award or pay any Above Base Compensation to any person.

"Account" means the bookkeeping account that the Firm establishes and maintains for a Participant pursuant to Section 7. An Account is established only for purposes of tracking a Notional Plan Investment and not to segregate or identify assets that may be used to make distributions or other payments under the Plan.

"Accredited Investor" means an Eligible Person who is able to represent at the time of such Eligible Person's submission of an Allocation Form that: (i) Such Eligible Person's net worth, either individually or jointly with such Eligible Person's spouse, exceeds $1,000,000; or (ii) Such Eligible Person had individual income (before elective deferrals) in excess of $200,000 in each of the two most recent years and has a reasonable expectation of reaching the same level in the current year; or (iii) Such Eligible Person had joint income with such Eligible Person's spouse in excess of $300,000 in each of the two most recent years and has a reasonable expectation of reaching the same level in the current year. Income does not include the value of any mandatory equity-based or other long-term incentive compensation awards.

"Administrator" means one or more officers of the Firm to whom the Committee, in its sole discretion, delegates all or some of its authority and responsibilities to administer the Plan. Such officers are authorized to sub-delegate some or all of such authority and responsibilities to the Executive Compensation Department, another committee of the Firm and/or one or more officers of the Firm, and any person or persons to whom are sub-delegated all or some of such authority and responsibilities is also, to the extent of such sub-delegation, the "Administrator". Only the Committee is authorized to make any decision or amendment regarding the participation in the Plan or any interest in the Plan held by any member of the Management Committee of Morgan Stanley or any employee who is an "executive officer" of Morgan Stanley under United States federal securities laws.

"Allocation" shall have the meaning set forth in Section 5 (a).

"Allocation Form" shall have the meaning set forth in Section 5 (a).

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