Morgan Stanley Compensation and Governance Practices
March 2013

Notice

The information provided herein may include certain non-GAAP financial measures.
The reconciliation of such measures to the comparable GAAP figures are included
in the Company's Annual Report on Form 10-K for the year ended December 31, 2012
("2012 Form 10-K"), which is available on www.morganstanley. com. The endnotes
on page 15 are an integral part of this presentation.

This presentation may contain forward -looking statements. You are cautioned not
to place undue reliance on forward -looking statements, which speak only as of
the date on which they are made, which reflect management's current estimates,
projections, expectations or beliefs and which are subject to risks and
uncertainties that may cause actual results to differ materially. For a
discussion of risks and uncertainties that may affect the future results of the
Company, please see the Company's Annual Report on Form 10-K for the year ended
December 31, 2012.

The statements in this presentation are current only as of their respective
dates.

                                                                               2

Executive Summary

[]   Morgan Stanley's Board of Directors unanimously recommends that
     shareholders vote FOR the following four compensation- related proposals:

1.   Non-binding advisory vote approving compensation of named executive
     officers ("Say on Pay")

--   In 2012, Morgan Stanley's Compensation, Management Development and
     Succession (CMDS) Committee completed a comprehensive review of the level
     and structure of CEO compensation to ensure alignment with best practices.
     In keeping with its commitment to tie executive compensation to Company and
     individual performance, Morgan Stanley determined to both reduce the CEO
     comprehensive pay opportunity and subject a greater amount of it to future
     performance conditions*

     *    CEO comprehensive pay opportunity consisted of $6,000,000 actual 2012
          annual performance compensation (all deferred/subject to clawback,
          except salary) and a $3,750,000 target 2013-15 long-term incentive
          award subject to future performance conditions

     *    $9,750,000 comprehensive 2012/13 pay opportunity was 7% lower than
          $10,500,000 comprehensive pay opportunity for 2011

     *    As reported in the Summary Compensation Table which reflects current
          year cash and equity awarded for the prior year, CEO compensation
          declined 18% for 2012

2.   Increase the number of shares available for grant under the 2007 Equity
     Incentive Compensation Plan (EICP) by 30 million shares

     --   The Company is requesting 30 million shares in 2013 versus 50 million
          in 2012

     --   We believe this amount is sufficient to maintain shareholder
          alignment, generally targeting the same mix as 2012 of 50% equity /
          50% deferred cash for year-end deferred bonuses

                                                                               3

Executive Summary (cont'd)

3.   Amend the EICP to better enable performance-based long-term incentive
     awards to qualify as tax-deductible to the Company under Section 162(m) of
     the Internal Revenue Code

     --   Morgan Stanley believes it is in the best interests of the Company and
          shareholders to grant executive compensation that is tax-deductible to
          the Company. In 2013, we adopted a new long-term incentive program as
          a more significant component of executive compensation and this
          amendment will better enable long-term incentive compensation to be
          tax-deductible to Morgan Stanley

4.   Update the definition of pre-tax earnings in the Company's existing Section
     162(m) performance formula that governs annual incentive compensation to
     more accurately reflect operating performance

     --   The existing 2001 performance formula imposes a maximum annual bonus
          of 0.5% of pre-tax earnings (as defined) for each designated officer

     --   Proposal to exclude the impact of debt valuation adjustments (DVA) to
          better align formula with operating performance, and to update in line
          with current accounting literature

[]   Morgan Stanley's Board of Directors unanimously recommends that
     shareholders vote FOR the election of all director nominees and the
     ratification of Deloitte and Touche LLP's appointment as our independent
     auditor

                                                                               4

1. Say on Pay
                          In 2012, CMDS Committee Conducted Comprehensive Review
                          of CEO Compensation to Ensure Consistency with Best
                          Practices(1)
   1
           CEO Annual   Set target annual performance compensation amount based upon competitor benchmarking. Actual
           Performance  award granted for 2012 performance was relative to that target
          Compensation
   2
         CEO Long-Term  Established new performance-based long-term incentive program for 2013-15 as a more significant
              Incentive element of compensation, also based on competitor benchmarking
          Compensation
   3
                 CEO    Increased CEO's base salary, based upon market rates to achieve better balance between fixed and
            Base Salary at-risk variable compensation; effective in 2013
   4
                        The compensation levels and structure for the other NEOs were changed in a manner consistent with
            Other NEOs  the changes made for the CEO

                                                                               5

Note
1. In consultation with independent compensation consultant, Pay Governance

1. Say on Pay
              Target Compensation for Morgan Stanley's CEO
              Was Informed by the 2011 Compensation at Peer Firms

Benchmarking 2011 CEO Compensation (1)    MS CEO 2012/13 Comprehensive Pay Opportunity Target
[GRAPHIC OMITTED]                         [GRAPHIC OMITTED]
                                                                               6

Note
1. Statistics represent both the average and the median CEO compensation for
peer firms which were equal

1. Say on Pay
              Actual 2012 CEO Annual Performance Compensation
              Was 40% Below Target Based on the CMDS Committee's
              Assessment of Morgan Stanley's Performance

Evaluating CEO Performance in 2012

[]   Financial Performance Factors Included:

     --   Net revenues were $26.1 billion, net income $68 million, and ROE 0.1%

     --   Excluding DVA, net revenues were $30.5 billion, net income $3.2
          billion, and ROE 5.2%

     --   Total shareholder return was 28%

     --   above the 23% median of SandP 500 Financials, but below the 36% median
          for Morgan Stanley's nine largest global competitors

[]   While 2012 financial performance was subpar, the Company made significant
     strategic progress:

     --   Completed integration of legacy Morgan Stanley and Smith Barney Wealth
          Management platforms

     --   Increased Morgan Stanley Wealth Management ("MSWM") pretax margin from
          11% in Q1 to 17% in Q4

     --   Increased ownership to 65% of MSWM JV, and fixed price for purchase of
          the remaining stake, subject to regulatory approvals

     --   Reduced Basel III Risk Weighted Assets in Fixed Income and Commodities
          from $390 billion in the second half of 2011 to $280 billion at
          year-end 2012

     --   Achieved top-two rankings globally in announced Mergers and
          Acquisitions, Equity Underwriting, and Equities Sales and Trading
          wallet share

     --   Successful company-wide cost reduction efforts, including reducing
          employee headcount from 61,546 at the beginning of 2012 to 55,529 as
          of January 31, 2013

MS CEO 2012 Annual Performance Compensation
[GRAPHIC OMITTED]

Note
                                                                               7
1. Does not include long-term incentives

1. Say on Pay
              CEO 2012/13 Comprehensive Pay Opportunity Includes a
              Long-Term Incentive Component, In Addition to 2012
              Annual Performance Compensation

MS CEO 2012/13 Comprehensive Pay Opportunity Elements

[]   Ultimate realizable value determined based equally on two performance
     metrics over three years (2013-15): (a) Target average ROE of 10% and (b)
     Target Morgan Stanley's Total Shareholder Return (TSR) equal to the SandP
     Financials Index

[]   Can range from 0 -- 2x target, depending on performance

[]   Subject to clawback

[]   100% deferred, vesting over three years

[]   Subject to clawback

[]   Options, rather than restricted stock units, utilized to preserve
     tax-deductibility to the Company under Section 162(m)

     --   Company credit spreads improved (tightened) dramatically, leading to
          reporting of $(4.4) billion of DVA

     --   Morgan Stanley Section 162(m) performance formula for
          tax-deductibility to the Company adopted in 2001 prior to DVA concept

     --   If DVA had been excluded from Section 162(m) formula, tax-deductible
          restricted stock units could have been granted

[]   100% deferred, vesting over three years (previously two-year vesting)

[]   Subject to clawback

                                                                               8

1. Say on Pay
              Overall, the Proportion of CEO 2012/13 Comprehensive
              Pay Opportunity Delivered Through Future-Oriented
              Performance-Based Equity Awards Increased Substantially

MS CEO Comprehensive Pay Opportunity 2010 -- 2012
[GRAPHIC OMITTED]

Note

1.   The Summary Compensation Table view presents cash compensation for the
     current year (base salary, cash bonus, and deferred cash bonus) and equity
     awards granted in January of the current year for prior year performance
     (i.e., 2012 compensation includes equity awards granted in January 2012 as
     part of the 2011 compensation process)

2.   Plus 2013-15 long-term incentive opportunity
                                                                               9

1. Say on Pay
              -------------------------------------------------
              Summary of 2012 Annual Performance Compensation
              Plus 2013-15 LTIP for Morgan Stanley CEO and NEOs
                 Compensation Element                                                   Note
    Comprehensive pay opportunity reduced          CEO 2012/13 comprehensive pay opportunity reduced 7% from
1                                              []  $10.5 to $9.75 million. On a Summary Compensation Table
    from 2011                                      basis, 18% reduction from $13.0 to $10.7 million

2   Increased proportion tied to future        []  Long-term incentive award increased from 18% of total CEO
    performance for shareholders                   comprehensive pay opportunity for 2011 to 38% for 2012/13

3   No current bonus                           []  base 100% salary of CEO is 2012/13 deferred comprehensive over three years pay
                                                   with opportunity payments excluding
                                                   scheduled May 2013 -- Dec 2015 for deferred cash

4   Equity-based compensation                  []  71% of CEO 2012/13 comprehensive pay opportunity excluding
                                                   base salary is equity-based

    Prohibited from hedging, selling short, or     NEOs and other Operating Committee members are prohibited
5                                              []  from engaging in hedging strategies, selling short or trading
    trading derivatives                            derivatives with Company securities


6   Share retention requirement                []  least NEOs 75% and of other equity Operating awards Committee granted (less
 members allowances must for retain option at
                                                   exercise and taxes) for service on the Operating Committee

7   Clawbacks                                  []  All deferred compensation subject to clawbacks

                                                   No automatic vesting on change in control. Double trigger in
8   Change in control                          []  place since 2007 (i.e., change in control and termination within
                                                   18 months of change in control required for vesting)

                                                                              10

2. EICP Share Request
   Proposal
                      Overview of EICP Share Request Proposal

          [] The Board of Directors recommends adding 30 million shares to the EICP in 2013
Proposal

          [] Morgan Stanley believes that a portion of employee compensation should be awarded in shares to align employee and shareholder
            interests.
            -- For 2012, generally 50% of deferred bonuses awarded in shares
Rationale [] 82% of voting shareholders approved adding 50 million shares to the EICP in 2012
          [] The Company strives to maximize employee and shareholder alignment, while minimizing dilution. Thus, the Company is
            requesting 40% fewer additional shares in 2013 (30 million) than in 2012, when we requested 50 million additional shares. Fewer
            additional shares are necessary in 2013 for several reasons including: the Company's stock price has increased, the Company has
            reduced the number of employees, and more shares are available at the start of the year than in the prior year

               Overhang (1)                          Burn Rate (2)
              [GRAPHIC OMITTED]                     [GRAPHIC OMITTED]
Impact

Notes

1.   Overhang equals the number of shares outstanding from prior grants and
     available for future grants as a percent of common shares outstanding

2.   Burn rate equals the number of shares granted per year as a percent of
     average common shares outstanding for the period 11

3, 4. Corporate Tax-
Deductibility of Executive
Compensation Under         Overview of Proposals to Make Certain Amendments to Provide
Section 162(m)             for Corporate Tax-Deductibility of Executive Compensation
                           Under Section 162(m) of the Internal Revenue Code
          A                                                                           B
                                                                                              Update the Definition of Pre-Tax Earnings in the
                Amend EICP to Better Enable Long-Term Incentive                                 Company's Existing Performance Formula that
                Awards to Qualify as Tax-Deductible to the Company                            Governs Annual Incentive Compensation to More
                                    Under Section 162(m) (1)
                                                                                                  Accurately Reflect Operating Performance (1)
              [] The CMDS Committee adopted a new long-term                               [] Amend formula for annual incentive compensation that is
                incentive program (LTIP), with future-oriented                              tax-deductible to the Company (each designated
                performance-based compensation becoming a more                              participant may be paid a maximum annual incentive of
                substantial component of the comprehensive pay                              0.5% of Morgan Stanley's pre-tax earnings) to:
                opportunity for senior executives                                           -- A) Remove the impact of DVA from the calculation of
Proposal      [] The request to add performance measures that could be      Proposal               pre-tax earnings
                elements of this LTIP program over time will better                         -- B) Bring definition of pre-tax earnings current with
                enable long-term incentive compensation to be tax-                                 other GAAP accounting literature
                deductible to Morgan Stanley
              [] Annual grant cap of $10 million per officer per year

              [] Morgan Stanley believes it is in the best interests of the               [] Morgan Stanley believes excluding the impact of DVA
                Company and shareholders to grant executive                                 better aligns formula with operating performance
                compensation that is tax-deductible to the Company                        [] If the Section 162(m) formula had excluded DVA,
              [] In 2013, the CMDS Committee adopted a new LTIP as a                        Morgan Stanley would have been able to grant restricted
Rationale       more significant component of executive compensation        Rationale       stock units that were tax-deductible to the Company
                and this amendment better enables LTIP awards to                            rather than tax-deductible options as an element of
                qualify as tax-deductible                                                   executive compensation for 2012


Note
                                                                              12

1.   If approved, the Section 162(m) amendments described herein will be
     effective for performance periods beginning on or after January 1, 2014

5. Additional Information
   (Approach to
   Compensation)          For 2012, Morgan Stanley Continued to Refine Its Overall
                          Compensation Structure Consistent With Sound Risk
                          Management and Regulatory Guidance

                                      Best Practice                                      2012 Refinements
            [] Morgan Stanley believes that equity ownership by [] For 2012, Morgan Stanley generally increased the
              employees aligns interests with shareholders,       equity component of deferred bonuses to 50%, up
              and that bonus deferrals, subject to clawbacks,     from 33% in 2011
Composition   make for sound risk management
            [] Several regulators have suggested that bonuses
              should be at least 50% paid in equity
            [] Deferral periods should be long enough to permit [] For 2011, deferred equity vested over three years,
              effective clawback reviews                          but deferred cash over two years
   Deferral
    Period  [] Several regulators have suggested at least three [] For 2012, Morgan Stanley extended the vesting
              years                                               schedule so that both deferred equity and deferred
                                                                  cash vest over three years
            []Bestpractice for sound risk management          [] At year-end 2011, Morgan Stanley implemented a
              includes clawback reviews for damage or loss to     new, enhanced process for identifying, evaluating,
              the Company as a result of failure of risk          and taking actions on potential clawback situations
  Clawback    management or breach of policy                      including reviews by each of four control functions
                                                                [] In 2012, these clawbacks reviews were conducted
                                                                  quarterly, in addition to year-end


                                                                              13

6. Additional Information
   (Corporate and Risk
   Governance Highlights) Morgan Stanley Has Significantly Strengthened Its
                          Corporate and Risk Governance in Recent Years and Is
                          Committed to Maintaining Best in Class Governance
                          Practices

                [] Shareholders who own at least 25% of common stock have the ability to call a special meeting of shareholders
       Charter  [] Eliminated all supermajority vote requirements
    Documents   [] All directors elected annually by majority vote standard
                [] No poison pill
                [] Majority of independent directors
 Composition of [] Board has financial services experience and diverse international background
        Board   [] Lead independent director appointed, and reviewed annually, by other independent directors
                [] Board policy favors committee rotation
                [] Risk Committee of Board established January 2010
                [] Chief Risk Officer reports to CEO and Risk Committee and regularly reviews risk matters with the Audit
                  Committee, Risk Committee, Operations and Technology Committee and Board
Risk Governance [] Chief Risk Officer reviews incentive compensation arrangements with Compensation, Management Development
                  and Succession Committee to confirm they do not encourage excessive or unnecessary risk-taking
                [] Chief Risk Officer also involved with review process for identifying and evaluating situations occurring that could
                  require clawback or cancellation of previously awarded compensation

                                                                              14

Endnotes

The following notes are an integral part of the Company's financial and
operating performance described in this presentation:

[]   A detailed analysis of the Company's financial and operational performance
     for 2012 is contained in the Management's Discussion and Analysis of
     Financial Condition and Results of Operations in Part II, Item 7 of the
     2012 Form 10-K

[]   Total shareholder return is the change in share price over a period of time
     plus the dividends paid during such period, expressed as a percentage of
     the share price at the beginning of such period

[]   DVA represents the change in fair value of certain of the Company's
     long-term and short-term borrowings outstanding resulting from the
     fluctuation in the Company's credit spreads and other credit factors

[]   Pre-tax profit margin and results excluding DVA are non-GAAP financial
     measures that the Company considers useful measures for the Company and
     investors to assess operating performance and capital adequacy. For further
     information regarding these measures, please see pages 54-56 and 68 of the
     2012 Form 10-K

[]   The Company estimates its Basel III RWAs based on a preliminary analysis of
     Basel III guidelines published to date and other factors. This is a
     preliminary estimate and subject to change

[]   The Company's capital markets rankings are reported by Thomson Reuters as
     of January 18, 2013 for the period of January 1, 2012 to December 31, 2012.
     Equity Sales and Trading wallet share is based on the sum of the reported
     revenues for the equity sales and trading businesses of Morgan Stanley and
     the companies within the Comparison Group (Bank of America, Barclays,
     Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase,
     UBS, and Wells Fargo), excluding Wells Fargo; where applicable, the
     reported revenues exclude DVA

                                                                              15