Morgan Stanley Compensation and Governance Practices
April 2016

EXECUTIVE SUMMARY

Morgan Stanley's Board of Directors unanimously recommends that shareholders
vote:

[][] FOR: Non-binding advisory vote approving compensation of named executive
officers ("Say on Pay")

[][] At the start of 2015, as in prior years, the Compensation, Management
Development and Succession (CMDS) Committee established a target range of CEO
compensation ($10 Million to $28 Million) and the factors to be considered in
determining year-end compensation [][] At year end, CEO total compensation was
set at $21 million, a 7% decrease from $22.5 million in 2014, with shareholder
aligned features: 72% deferred over three years and subject to clawback, with
39% of such deferred compensation delivered through future performance-vested
equity awards + [] In 2015, the Firm achieved a number of strategic priorities,
including: improving Wealth Management profit margin to 22%; 46% net interest
income (NII) growth in the U.S. Bank; a two-notch rating upgrade from Moody's;
reduced compensation ratio excluding debt valuation adjustment (DVA) in
Institutional Securities; and increased capital return to shareholders +
[][]The Firm also delivered improved financial performance: return on equity
(ROE) increased from 5% in 2014 to 9% in 2015 (from 4% to 8% excluding DVA)

      - [] Morgan Stanley's -17% total shareholder return (TSR) in 2015 trailed
peers in a challenging year for global financials. However, over the three-year
period of 2013 to 2015, Morgan Stanley's 72% TSR still ranked first among peers
[][] FOR: Amendment of the 2007 Equity Incentive Compensation Plan (EICP) to
(i) increase shares available by 20 million shares in order to cover one year
of grant needs for employee compensation -- down from the 25 million shares
approved by 92% of voting shareholders last year, and substantially less than
the 59 million shares repurchased by the Company in 2015; and (ii) add
performance measures to better enable performance-vested awards to qualify as
tax-deductible to the Company under Section 162(m) of the Internal Revenue Code
[][] FOR: The election of all Director nominees [][] FOR: The ratification of
Deloitte and Touche LLP's appointment as the Firm's independent auditor [][]
AGAINST: Two shareholder proposals: (i) to exclude votes to abstain from
shareholder proposal vote counts (similar proposal received less than 5%
shareholder support last year); and (ii) to adopt a policy to prohibit vesting
of deferred equity awards for senior executives who resign to enter government
service (similar proposal received less than 15% shareholder support last year)

COMPENSATION PROGRAM IS WELL ALIGNED WITH BEST PRACTICES IN GOVERNANCE, RISK
MANAGEMENT, AND REGULATORY PRINCIPLES

Key Features of Compensation Program                                                                  []  [] New Ownership
 Requirements
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 1. Deferred incentive compensation         [][]Significantdeferrals support retention objectives and mitigate excessive risk-taking
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 2. Performance-vested long-term equity     [][]Tiesmeaningful portion of compensation to the Company's long-term financial
 performance
    incentive award                            and reinforces accountability for achievement of future financial and strategic goals
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 3. Equity-based compensation               [][]Equity awards align employee interests with those of shareholders
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 4. Clawbacks                               [][]Clawbackapplies to all awards and covers material adverse outcomes, even absent
                                               misconduct
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 5. Share ownership and retention           [][]Newownership requirements introduced for CEO and NEOs (10x and 6x base salary,
    requirements                               respectively)
                                            [][]NEOs and other Operating Committee members must retain a high percentage of equity
                                               awards granted
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 6. No pledging, hedging, selling short, or [][]NEOsand other executive officers are prohibited from these activities with respect
 to
    trading derivatives                        company securities
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 7. Double trigger vesting                  [][]Noautomatic vesting on change-in-control; double trigger in place
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 8. No excise tax gross-up                  [][]NoNEO is entitled to excise tax protection upon a change-in-control of Morgan
 Stanley
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 9. Annual risk review of incentive         [][]ChiefRisk Officer annually evaluates compensation programs from a risk perspective
 and
    compensation programs                      findings are reviewed with CMDS Committee and independent compensation consultant
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 10. Independent compensation consultant    [][]CMDSCommittee retains an independent compensation consultant to assist in collecting
 and
                                               evaluating external market data and to advise on current best practices
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FRAMEWORK FOR DETERMINING CEO PAY

Establish a Target Range of Compensation Determine Compensation Based on
Performance

[][] The CMDS Committee establishes the CEO target [][] The Board sets
performance priorities (financial and compensation range at the beginning of
each year non-financial) at the beginning of each year to guide its evaluation
of Firm and executive performance [][] The CMDS Committee considers prior year
CEO [][] Compensation is determined at year-end based on an compensation at
peer firms, among other factors evaluation of CEO and Firm performance,
including progress in achieving the Company's strategic and financial
objectives


The End Notes are an integral part of this presentation. See slide 17 for
information related to the peer group presented on this page.

MORGAN STANLEY CONTINUED TO MAKE PROGRESS ON
IMPORTANT STRATEGIC OBJECTIVES IN 2015


1. Ongoing Wealth Management upside through additional      [][]AchievedFY 2015 22% pre-tax margin, up from 20% in 2014(1)

   margin improvement                                       [][]Oneof leading Wealth Management platforms with ~$2Tn in client
    []
                                                               assets and ~16,000 financial advisors

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 --------------------------------------------------------------------------- ---
2. Continued execution of U.S. Bank(2) strategy in Wealth [][]Achieved46% NII growth in U.S. Bank versus 2014 in a flat rate

   Management and Institutional Securities                     environment(3)

                                                            [][]IncreasedWealth Management lending in U.S. Bank by 31% versus
    []
                                                               2014(3)

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3. Progress in Fixed Income and Commodities ROE             [][]Failedto meet objective and subsequently initiated

                                                               major restructuring
    []
                                                            [][]Completedexit of physical oil business

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4. Maintain leadership in Institutional Equities and        [][]Ranked1(st) in Institutional Equities revenue market share for the

   Investment Banking                                          second consecutive year(4)

                                                            [][]Ranked1(st) in Global IPOs, 2(nd) in Global Announced MandA, and 2(nd)
 in []
                                                               Global Equity(4)

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5. Tailwind from lower funding costs                        [][]Continuedto benefit as new debt issued at tighter spreads than

                                                               maturing debt
    []
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6. Maintain focus on expense management                     [][]Achieved37% Institutional Securities compensation ratio down from

                                                               48% (42% excluding deferred compensation adjustments) in 2014(5)
  []
                                                            [][]Firmwideexpense initiatives underway

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7. Rating upgrade                                           [][]Receivedtwo-notch upgrade from Moody's: Morgan Stanley's long-

                                                               term senior debt rating increased from Baa2 to A3
    []
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8. Steadily increase capital return to shareholders         [][]Receivednon-objection from the Federal Reserve Board to the

                                                               2015 Capital Plan, which included an increase in authorized share

                                                               repurchase to $3.1 billion from $1.0 billion in the 2014 Capital Plan
    []
                                                               and the quarterly common stock dividend to $0.15 per share from

                                                               $0.10 per share in the 2014 Capital Plan

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 --------------------------------------------------------------------------- ---


The End Notes are an integral part of this presentation. See slide 17 for
information related to the metrics presented on this page.

MORGAN STANLEY HAS DEMONSTRATED CONTINUED PROGRESS IN
FINANCIAL PERFORMANCE

                                                                             %[]2015
Firm Financials Results Ex-DVA ($Billion) 2011  2012  2013  2014(3)  2015   vs. 2014
----------------------------------------- ----- ----- ----- ---------- ----- ---------
Net Revenues(4)                         28.6  30.6  33.2  33.6       34.5     +3%
----------------------------------------- ----- ----- ----- ---------- ----- ---------
Pre-tax Profit(4)                         2.5   5.0   5.2   2.9(5)   7.9  +168%

The End Notes are an integral part of this presentation. See slide 18 for
information related to the metrics presented on this page.

...AND REPORTED 2015 RETURN ON EQUITY IS IN LINE WITH PEERS


The End Notes are an integral part of this presentation. See slide 18 for
information related to the metrics presented on this page.

MS TOTAL SHAREHOLDER RETURN TRAILED PEERS IN 2015, BUT
STILL RANKED 1(ST) AMONG PEERS OVER THE PERIOD 2013 -- 2015

2015 CEO COMPENSATION WAS BASED ON THE CMDS COMMITTEE'S
ASSESSMENT OF CEO AND MORGAN STANLEY'S PERFORMANCE

72% OF 2015 CEO COMPENSATION DEFERRED; 39% OF DEFERRED
COMPENSATION LINKED TO FUTURE PERFORMANCE

MANAGEMENT CONDUCTED SHAREHOLDER OUTREACH AND
IMPLEMENTED ENHANCEMENTS BASED ON FEEDBACK

OVERVIEW OF EICP PROPOSAL

MORGAN STANLEY'S BOARD OF DIRECTORS HAS RELEVANT AND
DIVERSE EXPERIENCE

(Year) = Year Director joined Board [] = New Director in 2015-2016

    Board Members                         Select Experience(1)
----------------------- ----------------------------------------------------------
James Gorman            [][]      Previously President of MS, President of MS Wealth
Chairman and CEO          Management and Co-Head of Strategic Planning
(2010)
======================= ==========================================================
Erskine B. Bowles       [][]      Previously Co-Chair of National Commission on Fiscal
Independent Lead          Responsibility and Reform, President of University of
Director (2005)           North Carolina, White House Chief of Staff
======================= ==========================================================
Alistair Darling        [][]      Currently Member of House of Lords in the British
Director (2016)           Parliament
                        [][]      Previously Chancellor of the Exchequer, Member of
                          House of Commons, and served in the Government of
                          the United Kingdom
======================= ==========================================================
Thomas H. Glocer        [][]      Previously CEO of Thomson Reuters Corporation and
Operations and              MandA lawyer at Davis Polk and Wardwell LLP
Technology Chair (2013)
======================= ==========================================================
Robert H. Herz          [][]      Currently President of Robert H. Herz LLC
Audit Chair (2012)      [][]      Previously Chairman of Financial Accounting
                          Standards Board and member of the International
                          Accounting Standards Board
======================= ==========================================================
Nobuyuki Hirano         [][]      Currently President and CEO of Mitsubishi UFJ
Director (2015)           Financial Group (MUFG) and Chairman of The Bank of
                          Tokyo-Mitsubishi UFJ (BTMU)
----------------------- ==========================================================
Klaus Kleinfeld         [][]      Currently CEO of Alcoa Inc.
Director (2012)         [][]      Previously President and COO of Alcoa Inc., CEO and
                          President of Siemens AG
                        ----------------------------------------------------------

    Board Members                         Select Experience(1)
----------------------- -----------------------------------------------------------
Jami Miscik             [][]      Currently Co-CEO and Vice Chair of Kissinger
Director (2014)           Associates, Inc.
                        [][]      Previously Global Head of Sovereign Risk at Lehman
                          Brothers, Deputy Director for Intelligence at the CIA
======================= ===========================================================
Donald T. Nicolaisen    [][]      Previously Chief Accountant for the SEC, Partner at
Risk Chair (2006)         PricewaterhouseCoopers
======================= ===========================================================
Hutham S. Olayan        [][]      Currently Principal and director of The Olayan Group
CMDS Chair (2006)         and President and CEO of The Olayan Group's U.S.
                          operations
======================= ===========================================================
James W. Owens          [][]      Previously Chairman and CEO of Caterpillar Inc.
Nominating and
Governance Chair (2011)
======================= ===========================================================
Ryosuke Tamakoshi       [][]      Currently Senior Advisor of BTMU
Director (2011)         [][]      Previously Chairman of MUFG
======================= ===========================================================
Perry M. Traquina       [][]      Previously Chairman, CEO, and Managing Partner of
Director (2015)           Wellington Management Company LLP
======================= ===========================================================
Rayford Wilkins, Jr.    [][]      Previously CEO of Diversified Businesses of ATandT Inc.
Director (2013)


The End Notes are an integral part of this presentation. See slide 18 for
information related to the content presented on this page.

MORGAN STANLEY IS COMMITTED TO MAINTAINING BEST-IN-CLASS
GOVERNANCE PRACTICES -- GOVERNANCE HIGHLIGHTS

                    []  Eight new directors since 2012 who bring new skills and perspective to the Board
                    []  Upon election at the annual meeting, the average Board tenure will be approximately 4.6 years
Board Structure and []  Eleven directors are independent and the expansive Independent Lead Director role (elected annually by
    Independence        independent directors) constitutes a counterbalance to the Chairman and CEO, who is the only management
                        director
                    --- -------------------------------------------------------------------------------------------------------
                    []  The Board oversees the Company's strategy and annual business plans as well as the Firm's practices and
                        procedures relating to culture, values and conduct
 Board Oversight    []  Directors have complete and open access to senior management and other employees of the Company
                    []  Regular review of succession plans for CEO and other senior executives
                    []  Director equity ownership requirement helps to align director and shareholder interests
                    --- -------------------------------------------------------------------------------------------------------
                    []  Adopted proxy access in 2015
 Shareholder Rights []  Shareholders who own at least 25% of common stock may call a special meeting of shareholders
 and Accountability []  There are no supermajority vote requirements in our charter or bylaws
                    []  All directors elected annually by majority vote standard
                    []  No "poison pill" in effect
                    --- -------------------------------------------------------------------------------------------------------
                    []  Annual Board, Independent Lead Director, and Committee self-assessments to enhance performance
 Annual Evaluations []  Includes one-on-one Board member interviews and written guidelines
                    []  Encompasses duties and responsibilities, Board and committee structure, culture, process and execution

MORGAN STANLEY'S BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE AGAINST
PROPOSAL TO EXCLUDE VOTES TO ABSTAIN FROM SHAREHOLDER PROPOSAL VOTE COUNTS

Reasons to Vote "Against"

[][]      We clearly explain our vote counting standards in our proxy
statement. Our methodology honors the intent of shareholders who consciously
"abstain" and expect their abstentions to be counted in the manner described in
the proxy statement [][]      Our vote counting methodology applies equally to
Company-sponsored proposals and shareholder proposals and is consistent with
the default treatment of abstentions under Delaware law. We also clearly
disclose that abstentions have no impact on director elections, which we
believe is consistent with best corporate governance and applies equally to
candidates nominated by the Company or a shareholder [][]      We do not
believe there is justification for the proponent's request to treat
Company-sponsored and shareholder proposals differently. Our Board believes
that as a matter of good governance a majority of shareholders should
affirmatively vote "for" an item for it to pass [][]      A vote counting
proposal similar to the proponents' proposal (but which would have applied to
both Company-sponsored and shareholder proposals) received less than 5%
shareholder support at our 2015 annual meeting

MORGAN STANLEY'S BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE AGAINST
PROPOSAL TO ADOPT A POLICY TO PROHIBIT VESTING OF DEFERRED EQUITY AWARDS FOR
SENIOR EXECUTIVES WHO RESIGN TO ENTER GOVERNMENT SERVICE

Reasons to Vote "Against"

[][]      Vesting and payout of deferred compensation when an employee leaves
Morgan Stanley to enter government service occurs only in the event that an
employee is required by his or her new government employer to eliminate Morgan
Stanley deferred award holdings to avoid a conflict of interest [][]      Even
after payout, awards remain subject to clawback for the full deferral period if
the employee triggers a cancellation event, including competitive activity [][]
     Our Governmental Service Termination clause reinforces our culture of
public service and is aligned with the long-term interests of Morgan Stanley
and our shareholders in attracting and retaining talented employees [][]      A
proposal by the proponent requesting a report on vesting of deferred equity
compensation for senior executives due to government service received less than
15% shareholder support at our 2015 annual meeting

END NOTES

The following notes are an integral part of the Company's financial and
operating performance described in this presentation: General
[][]      A detailed analysis of the Company's financial and operational
performance for 2015 is contained in the Management's Discussion and Analysis
of Financial Condition and Results of Operations in Part II, Item 7 of the
Company's Annual Report on Form 10-K for the year ended December 31, 2015 (2015
Form 10-K).
[][]      Revenues excluding the impact of DVA, pre-tax margin, return on
equity, and return on equity excluding the impact of DVA are non-GAAP financial
measures that the Company considers useful measures for investors to assess
operating performance. For further information regarding these measures, see
pages 41 -- 45 of the 2015 Form 10-K.
[][]      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. The Company believes
that most investors assess its operating performance exclusive of DVA.

Page 4

(1.)      For this purpose, peer group includes (i) five large U.S. banks: Bank
of America, Citigroup, Goldman Sachs, JPMorgan Chase, and Wells Fargo; and (ii)
other financial companies in SandP 100 index: AIG, Allstate, American Express,
BNY Mellon, Capital One, Mastercard, MetLife, and US Bancorp.

Page 5

(1.)      Pre-tax margin is calculated as income (loss) from continuing
operations before taxes as a percentage of net revenues. Pre-tax margin is a
non-GAAP financial measure that the Company considers useful for investors to
assess operating performance.

(2.)      U.S. Bank refers to the Company's U.S. Bank operating subsidiaries
Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National
Association, and excludes transactions with affiliated entities.

(3.)      Net interest income (NII) growth in U.S. Bank represents the total
year-over-year NII percentage increase for the Company's U.S. Bank operating
subsidiaries. The increase in Wealth Management lending reflects the
year-over-year growth in securities-based, tailored, and residential real
estate loans conducted through the U.S. Bank.

(4.)      Institutional Equities revenue market share and resulting rank are
based on the sum of the reported net revenues for the equity sales and trading
businesses of Morgan Stanley and the following peers: Bank of America,
Citigroup, Goldman Sachs, JPMorgan Chase, UBS, Deutsche Bank, Credit Suisse,
and Barclays; where applicable, the reported net revenues exclude DVA. Equity
sales and trading net revenues, ex-DVA is a non-GAAP financial measure that the
Company considers useful for investors to allow better comparability of period
to period operating performance. The Company's capital markets rankings are
reported by Thomson Reuters as of January[]4, 2016 for the period of
January[]1, 2015 to December[]31, 2015.

(5.)      Institutional Securities compensation ratios, ex-DVA of 37% and 48%
for 2015 and 2014, respectively, represent the segment's compensation and
benefits expense (2015: $6,467 million; 2014: $7,786 million) as a percentage
of net revenues, ex-DVA (2015: $17,335 million, excluding the positive impact
of $618 million from DVA; 2014: $16,220 million, excluding the positive impact
of $651 million from DVA). The 2014 compensation ratio of 42% also excludes
$904 million of compensation and benefits expense associated with the 2014
compensation actions. For further information regarding the discretionary
incentive compensation actions taken in 2014, see page 68 of the 2015 Form
10-K.
The Institutional Securities compensation ratio, ex-DVA and the impact of the
2014 compensation actions, are non-GAAP financial measures the Company
considers useful for investors to assess operating performance.

END NOTES (CONT'D)

Page 6

(1.)      The calculation of ROE uses net income applicable to Morgan Stanley
less preferred dividends as a percentage of average common equity. To determine
ROE, ex-DVA both the numerator and denominator were adjusted to exclude the
impacts of DVA. ROE and ROE, ex-DVA are non-GAAP financial measures that the
Company considers useful for investors to assess operating performance.

(2.)      ROE, ex-DVA is one of the measures the CMDS Committee utilizes to
evaluate the Company's financial performance. The 2015 ROE, ex-DVA of 8.0%
differs from the operating ROE, ex-DVA measure of 7.0% referred to by the
Company in the January 19, 2016 Strategic Update. The calculation of operating
ROE excludes the impacts of DVA and net discrete tax benefits recognized by the
Company in both the numerator and denominator. The impact of net discrete tax
benefits on ROE, ex-DVA was: 0.8% in 2015; 3.3% in 2014; 0.6% in 2013; 0.2% in
2012; and 0.8% in 2011.

(3.)      ROE, ex-DVA in 2014 includes the after tax impact of the costs and
charges discussed in note (5) and net discrete tax benefits of $2,226 million.
For further information regarding these items, see pages 39 and 40 of the 2015
Form 10-K.

(4.)      Net revenues and pre-tax profit exclude the impact of DVA for each of
the years presented. Positive (negative) revenues from DVA were: $618 in 2015;
$651 million in 2014; ($681) million in 2013; ($4,402) million in 2012; and
$3,681 million in 2011. Net revenues and pre-tax profit, ex-DVA are non-GAAP
financial measures that the Company considers useful for investors to assess
operating performance.

(5.)      Pre-tax profit in 2014 includes litigation costs related to
residential mortgage-backed securities and credit crisis matters of $3,083
million, 2014 compensation actions of approximately $1,137 million, and a
funding valuation adjustment (FVA) implementation charge of $468 million. For
further information regarding these items, see page 39 of the 2015 Form 10-K.

Page 7

(1.)      Source for Peer Companies: Company Filings.

Page 8

(1.)      TSR represents 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.

(2.)      Source for Peer Companies: Bloomberg.

Page 12
1.(     ) Overhang represents the number of shares underlying outstanding
equity awards and available for future equity awards as a percent of weighted
average common shares outstanding for the period.

(2.)      Burn rate represents the number of shares granted per year pursuant
to equity awards as a percent of weighted average common shares outstanding for
the period.

Page 13

(1.)      For a detailed description of each director's professional experience
and qualifications, skills and attributes, see "Director Nominees" in the 2016
Proxy Statement.

NOTICE

The information provided herein may include certain non-GAAP financial
measures. The definition of such financial measures and/or 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, 2015, which is
available on www.morganstanley.com, or within this presentation. The endnotes
on pages 17 and 18 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, 2015.

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