Morgan Stanley Compensation and Governance Practices

April 2015

Executive Summary

Executive Summary

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

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

-- For the second consecutive year, Morgan Stanley's annual performance for
shareholders outperformed all its competitors: 25% total shareholder return
versus 3% global peer average

-- In 2014, the Firm continued to make progress on important strategic
priorities, including improvement in Wealth Management pre-tax  margin, Morgan
Stanley U. S.  Bank growth, and increased capital return to shareholders

-- As a result, the CEO's total compensation was set at $22.5   million with
shareholder aligned features: 72% is deferred over three years and subject to
clawback, and 40% of the total deferred compensation is delivered through
future performance oriented equity awards where realization is subject to
relative total shareholder returns and achievement of Firm return on equity
(ROE) targets over a three-year  period

2.  FOR: Increase in shares available for grant under the 2007 Equity Incentive
Compensation Plan (EICP) by 25 million shares

-- These shares will be sufficient to maintain employee / shareholder alignment
by having deferred equity as the major component of deferred compensation

-- The 25 million shares requested is less than the net number of shares bought
back since 2013 through the share repurchase program

3.  FOR: The election of all Director nominees

4.  FOR: The ratification of Deloitte and Touche LLP's appointment as the
Firm's independent auditor

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

1.  AGAINST: Proposal to publish special annual report on lobbying expenses.
MS already prohibits corporate political contributions in the
U. S. , even when permitted by law, and provides all lobbying disclosures
required by federal and state law.  MS participates in trade associations that
represent its interests, and now discloses principal memberships on its website


2.  AGAINST: Proposal to amend company bylaws to exclude votes to abstain from
vote counts.  The option to vote "abstain" and have that vote  counted is
clearly disclosed, valued by shareholders, and considered good corporate
governance

3.  AGAINST: Proposal to publish a report identifying "senior officers"
eligible for vesting of deferred equity compensation for government service and
related dollar amounts.  MS permits all employees to enter government service
without forfeiting previously awarded deferred compensation if certain
conditions are met, and already clearly discloses the potential estimated
dollar amounts for its named executive officers in the proxy statement


2

1. 2014 CEO Target Compensation Range

Morgan Stanley's Compensation, Management

Development and Succession (CMDS) Committee Uses a Principles Driven Approach
to Determine Executive Compensation

1

Establish a Target [] Consistent with the approach in 2013, a target
compensation range for Morgan Stanley's CEO was set Range of by the CMDS
Committee at the beginning of 2014.  In setting the compensation range, the
CMDS
Compensation Committee considered historical 2013 compensation at peer firms,
among other factors

2

Compensation
[] The compensation awarded to the CEO within the target range is based on Firm
performance for
Based on shareholders and the achievement of the Company's strategic and
financial objectives
Performance

3

[] In total, 72% of CEO compensation is deferred over a period of three years
and is subject to market, cancellation, and clawback risk
Compensation
Structure is Aligned [] 67% of CEO deferred compensation is delivered through
deferred equity awards to ensure alignment with Shareholders' with
shareholders' interests
Interests [] 40% of CEO deferred compensation is long-term incentive
compensation, which is three-year forward- looking and tied to both relative
shareholder returns and return on equity


3

1. 2014 CEO Target Perc Compensatio enRang tile

Evaluating CEO Performance and Determining Compensation

[] At the start of 2014, the CMDS Committee established a 2014 CEO target
compensation range of $13  million or less to $23  million or more.  Consistent
with the approach in 2013, this range was informed by historical compensation
at peer firms of similar size, scope, and complexity (i. e. , five large U. S.
banks as well as eight other leading financial companies in the SandP 100
index(1)), among other factors

[] The matrix below provides the established framework to determine the 2014
CEO compensation, within the target range of up to $23  million or more for
superior performance and down to $13  million or less for subpar performance


           2013 Peer CEO Pay(2)
Percentile
=================================
Low



Evaluating ($14.5)  (MS)  CEO Performance
[] CEO and Firm performance, as well as shareholder returns, substantially
exceed expectations

[] CEO performance exceeds expectations
[] Strong Firm performance and shareholder returns with some room for continued
progress

[] CEO performance meets expectations
[] Firm performance and shareholder returns generally in line with peers with
room for continued progress
$14
[] CEO performance could be improved
[] Firm performance and shareholder returns could be improved

[] CEO and/or Firm performance, as well as shareholder returns, substantially
below expectations


Notes
1. Peer group includes (i) five large U.S. banks: Bank of America, Citigroup,
Goldman Sachs, JPMorgan Chase, Wells Fargo; and (ii) other financial companies
in SandP 100 index: AIG, Allstate, American Express, BNY Mellon, Capital One,
Mastercard, MetLife, US Bancorp
2. Includes both Annual Compensation and Long-Term Incentive Awards

2. Factors for Consideration in Setting 2014 CEO

 Compensation

A. Shareholder Return


Morgan Stanley's 2014 Total Shareholder Return Was

Strong and Outperformed Peers for the Second Consecutive Year

[] Morgan Stanley's shareholder performance continued to be strong -- both on
an absolute basis (+25%) and relative to peers



Source Bloomberg

Note
1. 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

5

2. Factors for Consideration in Setting 2014 CEO

 Compensation

B. Strategic Progress5.


Morgan Steadily i anley Continued to Mak Progress on Important Strategic
Objectives in 2014

Progress on Strategic Objectives in 2014

6. Achieve


See slides 18 and 19 ("End Notes") for additional information related to the
metrics presented on this page

6

2.  Factors for Consideration in
    Setting 2014 CEO
    Compensation


2014 CEO Compensation Was Based on the

Compensation Committee's Assessment of CEO and Morgan Stanley's Performance


Evaluating MS CEO Performance

[] CEO and Firm performance, as well as shareholder returns, substantially
exceed expectations

[] CEO performance exceeds expectations
[] Strong Firm performance and shareholder returns with room for continued
progress

[] CEO performance meets expectations
[] Firm performance and shareholder returns generally in line with peers with
room for continued progress

[] CEO performance could be improved
[] Firm performance and shareholder returns could be improved

[] CEO and/or Firm performance, as well as shareholder returns, substantially
below expectations

2014 MS CEO Compensation Decision

2014 MS CEO Compensation Awarded:

$22.5   Million

[] Morgan Stanley's shareholder performance extremely strong --#1 compared to
both its U. S.  and global peers

[] CEO performance outstanding --as MS continued to successfully execute
strategy set by CEO

[] Good progress (excluding the impact of the subsequent event) with room for
continued improvement on Return on Equity


7

2.  Factors for Consideration in
    Setting 2014 CEO
    Compensation


Morgan Stanley CEO Compensation Remains Aligned With Performance

[] Due to outstanding CEO performance and strong shareholder returns, the CMDS
committee approved CEO compensation of $22.5   million in 2014 (25%
year-over-year   change in line with shareholder returns). On February 25,
2015, following the CMDS Committee's assessment of Morgan Stanley's 2014
performance for compensation purposes in January 2015, legal reserves were
increased by $2.8   billion for legacy (pre-2008) residential mortgage matters.
 The CMDS Committee subsequently determined that its 2014 compensation decision
for the CEO should not change



Summary Compensation
Table View ($ Million)(7) $15.2 $13.0  $10.7 $14.4 $23.3
Total Shareholder Return
---------------------------
  MS                        (7%)  (44%)  28%    65%  25%
  Global Peer Average(8)   1%   (33%)  41%    27%   3%
  U.S. Peer Average(8)    10%   (36%)  54%    36%  13%
  SandP 500 Fin. Index      12%   (17%)  29%    36%  15%
--------------------------- ----- ------ ----- ----- ----- --- ------------
MS Reported ROE              9%     4%   (0%)   4%    5%   9%  (Excluding)
---------------------------
                                                               impact of
MS ROE Excl. DVA            10%   (0.3%)  5%    5%    4%   8%  (subsequent)
---------------------------
                                                               event



Source Bloomberg, Capital IQ

See slide 19 ("End Notes") for additional information related to the metrics
presented on this page

3. 2014 CEO Compensation Structure and Governance

Morgan Stanley Changed Its Compensation Deferral Policy in 2014 to Reduce
Ongoing Fixed Obligations and Compensation / Net Revenue Ratios, While
Maintaining Substantial Deferral Levels

Change in Compensation Structure

[] On December 1, 2014, the Compensation, Management Development and Succession
Committee approved a reduction in average discretionary incentive compensation
deferral from a baseline of approximately 80% in 2013 to approximately 50% in
2014 (with more highly compensated employees continuing to be subject to higher
deferral levels)

[] This change in Morgan Stanley's deferral policy:
-- Affects employees receiving discretionary deferred compensation, including
the CEO
-- Reflects the stability of the franchise
-- Reduces the overhang of prior-year deferrals, thereby lowering future year
compensation / net revenue ratios and fixed obligations in Institutional
Securities, which accounts for nearly 80% of Firmwide deferred compensation

[] Morgan Stanley's new deferral level is more consistent with deferral levels
of its global peers and remains at the high end of historical deferral levels
of its U.S. peers


Target Compensation / Net Revenue Ratio(1)

Institutional
                                 [] 39% in 2015 Securities

Wealth
                                  [] 55% over time Management

Investment
[] 40% over time
Management


Note
1. Assumes: (i) flat revenue environment for ISG and (ii) flat interest rate
environment for Wealth Management. The attainment of these targets may be
impacted by external factors that cannot be predicted at this time, including
macroeconomic and market conditions and future regulations

9

3. 2014 CEO Compensation Structure and Governance

72% of 2014 CEO Compensation Is Deferred and 40% of Deferred Compensation Is
Directly Linked to Future Performance

MS 2014 CEO Compensation Elements


Deferred Compensation (72%)

Deferred Cash and Deferred Equity

[] Deferred over three years

[] Subject to cancellation and clawback

2015-17 Long-Term   Incentive Compensation

[] Realizable value determined after three years (2015-2017),  based equally on
two performance metrics: target average ROE of 10% and shareholder returns
relative to the SandP Financials Index

[] Payout can range from 0 -- 1.5x  target, depending on performance relative
to target.  TSR portion will not exceed 1.0x,  if there is negative TSR for the
performance period

[] Subject to cancellation and clawback

Current Compensation (28%)

Base Salary

[] CEO base salary is equal to the median salary for the CEOs of the top five
U. S.  banks

Cash Bonus

[] Cash bonus was awarded consistent with the Firmwide deferral schedule


10

3. 2014 CEO Compensation Structure and Governance

Structure of CEO Compensation Results in Strong Alignment With Shareholder
Interests

Compensation Element Comment

 Substantial deferral of above base
1 [] 72% of total CEO compensation is deferred over three years compensation

2  Clawbacks [] Clawback covers material adverse outcomes, even absent
misconduct

[] 40% of total CEO deferred compensation is performance-based  long-term
incentive
 Performance-based  long-term   incentive awards
3 award remains a significant portion of total deferred compensation [] Maximum
payout for superior performance relative to target is 1.5x,  minimum payout is
0x

 Equity-based  compensation is a significant
4 [] 67% of total CEO deferred compensation is equity-based   portion of total
deferred compensation

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

 Prohibited from hedging, selling short, or [] NEOs and other Operating
Committee members are prohibited from engaging in
6
trading derivatives hedging strategies, selling short or trading derivatives
with Company securities

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

[] In 2013, CEO employment letter was amended to eliminate a clause dating back
to
8  No excise tax gross-up his hire in 2006 that obligated Morgan Stanley to
gross-up   any excise taxes due on payments resulting from a change-in-control
  of Morgan Stanley


11

4. EICP Share Request Proposal

Overview of EICP Share Request Proposal

[] The Board of Directors recommends adding 25 million shares to the EICP
Proposal

[] Morgan Stanley believes that a portion of employee compensation should be
awarded in shares to align employee and shareholder interests

[] The Company last amended the plan in 2013 and requested 30 million shares,
which 80% of voting shareholders approved

                         [] The Company strives to maximize employee and
shareholder alignment, while minimizing dilution.  Since the last amendment to
Rationale the plan, the Company re-initiated  a share repurchase program in
2013 with regulatory approval

[] The Company (is) requesting additional 25 million shares, which is less than
the 47 million13.4% (shares)3.0%repurchased since 2013
[] Furthermore, the company recently announced a $3.1   billion share
repurchase program (85 million shares at $36.3111.8% 12.4%  closing price on
March 23, 2015)

Impact




Notes
1. Overhang equals the number of shares outstanding from prior grants and
available for future grants as a percent of average common shares outstanding
for the period
2. Burn rate equals the number of shares granted per year as a percent of
average common shares outstanding for the period

12

5. Corporate and Risk Governance Highlights

Morgan Stanley's Board of Directors Has Relevant and

Diverse Experience

[] The Board of Directors has a diverse set of complementary skills,
attributes, and perspectives.  The Board has elected five new directors in the
past two years and upon election at the 2015 annual meeting of shareholders,
the average tenure of the Board will be approximately five years.  Eleven
director nominees are independent and the expansive role of the Independent
Lead Director constitutes a counterbalance to the Chairman and CEO, who is the
only Management director

Board Members Select Experience(1) Board Members Select Experience(1)

James Gorman [] Previously President of MS, President of MS Wealth [] Currently
senior executive and director of The Olayan Management and Co-Head  of
Strategic Planning Hutham S.  Olayan Group and President and CEO of Olayan
America Corp.
Chairman and CEO

                         Director (2006) (2010)

[] Previously Co-Chair of National Commission on Fiscal James W.  Owens []
Previously Chairman and CEO of Caterpillar Inc.
Erskine B.  Bowles
                             Responsibility and Reform, President of University
of North Nominating and Independent Lead Carolina, White House Chief of Staff

                         Governance Chair Director (2005) (2011)

Thomas H.  Glocer [] Previously CEO of Thomson Reuters and MandA lawyer at []
Currently Senior Advisor of The Bank of Tokyo-Mitsubishi
Ryosuke
Operations and Davis Polk and Wardwell UFJ, Ltd.
Tamakoshi
Technology Chair [] Previously Chairman of Mitsubishi UFJ Financial Group

                         Director (2011) (2013)

[] Currently President of Robert H.  Herz LLC [] Currently Deputy President of
Mitsubishi UFJ Financial
Robert H.  Herz Masaaki Tanaka Group (MUFG)
[] Previously Chairman of Financial Accounting Standards
Audit Chair (2012) Board and member of the International Accounting Director
(2011) [] Previously Resident Managing Officer for the U. S.  for MUFG
Standards Board and President and CEO of UnionBanCal Corporation

[] Currently CEO of Alcoa Inc.  [] Previously Dean of London Business School
and Haas
Klaus Kleinfeld [] Previously President and COO of Alcoa Inc. , CEO and Dr.
Laura D.  Tyson Business School, President's National Economic Advisor
Director (2012) President of Siemens AG Director (1997) [] Currently professor
of Business Administration and Economics at Haas Business School

[] Currently President and Vice Chairman of Kissinger Rayford Wilkins, []
Previously CEO of Diversified Businesses at ATandT
Jami Miscik Associates
Jr.
Director (2014) [] Previously Global Head of Sovereign Risk at Lehman
Brothers, Deputy Director of Intelligence at the CIA Director (2013)

Donald T.  [] Previously Chief Accountant for the SEC, Senior Partner at []
Previously Chairman, CEO, and Managing Partner of PricewaterhouseCoopers Perry
Traquina Wellington Management Company
Nicolaisen

                         Director Nominee   CMDS Chair (2006)

Year in parenthesis indicates year in which director joined Board


Note
1. For a detailed description of each director's professional experience and
qualifications, skills and attributes, see pages 2-9 of the 2015 Proxy
Statement

13

5. Corporate and Risk Governance Highlights

Morgan Stanley 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

                                [] There are no supermajority vote requirements
in our charter or bylaws Governance [] All directors elected annually by
majority vote standard
Highlights
[] We do not have a "poison pill" in effect

[] 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


[] The Risk Committee has oversight of major risk exposures, including market,
credit, operational, liquidity, funding, reputational and franchise risk

                                   [] The Board has approved an Enterprise Risk
Management (ERM) framework that consists of management committees that report
regularly to the Board through the Firm Risk Committee chaired by the CEO.
Recently, the Culture, Values, and Conduct Committee was added to the ERM
framework Risk Governance [] Chief Risk Officer reports to CEO and Board Risk
Committee and regularly reviews risk matters with the Risk Committee and the
full Board

[] Chief Risk Officer reviews incentive compensation arrangements with CMDS
Committee to confirm they do not encourage excessive or unnecessary risk-taking


[] Chief Risk Officer participates in review process for evaluating situations
that could require clawback of previously awarded compensation or reduction of
current year compensation


14

6. Shareholder Proposal

A. Special Report on Lobbying


Morgan Stanley's Board of Directors Recommends

Shareholders Vote Against Proposal to Publish Special Annual Report on Lobbying
Expenses

Reasons to Vote "Against"

[] Morgan Stanley already publicly discloses lobbying costs under the federal
Lobbying Disclosure Act and state and local laws where required -- creating a
separate report is not necessary and would not be an effective use of corporate
resources

[] Morgan Stanley prohibits corporate political contributions in the U. S. ,
including contributions to "Super PACs" -- even when permitted to do so by law.
 Morgan Stanley publishes a report on its website demonstrating compliance with
this prohibition

[] Morgan Stanley instructs the U. S.  trade associations to which it belongs
not to use payments made by Morgan Stanley for political activities, consistent
with our policy

[] Morgan Stanley participates in trade associations and industry groups that
represent the interests of the financial services industry and the broader
business community and now discloses principal U. S.  trade association
memberships on its website


15

6. Shareholder Proposal

B. Vote Counting Methodology


Morgan Stanley's Board of Directors Recommends Shareholders Vote Against
Proposal to Amend Company Bylaws to Exclude Votes to Abstain from Vote Counts

Reasons to Vote "Against"

[] Shareholder and company-sponsored proposals require a majority vote in favor
for the proposal to be approved. In this context, shareholders who choose to
vote can vote "for", "against" or "abstain"

[] Consistent with the default treatment under Delaware law, Morgan Stanley
counts the votes of shareholders who vote "abstain" in the denominator when
calculating percentage of support for the proposal. This standard applies
identically and equally to shareholder proposals and company proposals

[] Morgan Stanley clearly discloses the vote treatment and effect of
abstentions in the proxy statement. Shareholders are informed that if they
"abstain" on a proposal, their intent will be honored and such abstention will
have the same practical effect as an "against" vote

[] Not counting abstentions would lower the approval standard for proposals.
Morgan Stanley's Board of Directors believes that as a matter of good
governance, a majority of shareholders should affirmatively vote "for" an item



16

6. Shareholder Proposal

C. Vesting for Gov't Services


Morgan Stanley's Board of Directors Recommends

Shareholders Vote Against Proposal to Publish a Report Identifying "Senior
Officers" Eligible for Vesting of Deferred Equity Compensation for Government
Service and Related Dollar Amounts

Reasons to Vote "Against"

[] Morgan Stanley's Governmental Service Termination clause reinforces Morgan
Stanley's culture of public service and is aligned with the long-term interests
of Morgan Stanley and our shareholders in attracting and retaining talented
employees

[] All employees are subject to Morgan Stanley's Governmental Service
Termination clause, which serves to avoid conflicts of interest and only
applies when employees are prohibited from owning Morgan Stanley stock by a
government entity

[] Any awards vested and paid upon governmental service are based on an
employee's past performance and remain subject to clawback if the employee
triggers a cancellation event, including competitive activity

[] Morgan Stanley's publicly filed proxy statement already fully discloses the
equity awards, and their potential estimated dollar amounts, held by its named
executive officers that would vest due to governmental service


17

Endnotes

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 2014 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, 2014 (2014 Form 10-K)

[] Pre-tax margin, return on equity from continuing operations, and return on
equity from continuing operations 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 57-61 of the 2014 Form 10-K

[] When used herein, "subsequent event" refers to the increase in legal
reserves for a legacy (pre-2008) residential mortgage settlement and other
legacy residential mortgage matters as reported on page 87 of the 2014 Form
10-K. On February 25, 2015, the Company reached an agreement in principle with
the United States Department of Justice, Civil Division and the U.S. Attorney's
Office for the Northern District of California, Civil Division (collectively,
the "Civil Division") to pay $2.6 billion to resolve certain claims that the
Civil Division indicated it intended to bring against the Company related to
legacy residential mortgage matters. In connection with the resolution of this
matter, the Company, subsequent to the announcement of the
Company's 2014 earnings on January 20, 2015, increased previously established
legal reserves for this settlement and other legacy residential mortgage
matters by $2.8 billion, which increased Other Expenses and decreased income
from continuing operations by $2.7 billion for the year ended December 31, 2014


Page 6

1. Pre-tax margin is calculated as income (loss) from continuing operations as
a percentage of net revenues

2. The Company calculates its Basel III RWAs under the Basel III Advanced
Approach final rules

3. Non-compensation efficiency ratio is calculated as adjusted non-compensation
expenses, divided by net revenues excluding the impact of DVA. The
non-compensation efficiency ratio is a non-GAAP financial measure that the
Company considers to be a useful measure for investors to assess period to
period operating performance. Adjusted non-compensation expenses are calculated
as non-compensation expenses, less certain legal and other expenses. The
reconciliation of adjusted non-compensation expenses (non-GAAP) to reported
non-compensation expenses (GAAP) is as follows (amounts are presented in
millions):


                                                                     2013     2014
                                                                        ($)      ($)
                                                                   -------- --------
Adjusted non-compensation expenses -- Non-GAAP                      9,791    9,847
Increase in legal expenses, 2013 and 2014, respectively, over 2012  1,554    3,013
Investments/impairments/write-offs                                    313         --
Non-compensation expenses -- GAAP                                  11,658   12,860



18

Endnotes (cont'd)

Page 6 (cont'd)

4. U.S. Bank loan balances include loans held for investment and loans held for
sale and exclude loans at fair value, which are included in trading assets in
the Company's consolidated statements of financial condition

5. 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 results exclusive of DVA

6. To determine the return on equity from continuing operations excluding the
impact of DVA and the subsequent event, which is a non-GAAP measure, both the
numerator and denominator were adjusted to exclude the impact of a subsequent
event. The impact of the subsequent event on the return on equity measure was
approximately 400 basis points

Page 8

7. The Summary Compensation Table view (format specified by the SEC) represents
cash compensation for the respective year (base salary, cash bonus, and
deferred cash bonus) and equity awards granted in January of the respective
year for prior year performance (e.g., 2014 compensation includes equity awards
granted in January 2014 as part of the 2013 compensation cycle)

8. Global peer group includes U.S. peers: Bank of America, Citi, Goldman Sachs,
J.P. Morgan, Wells Fargo; and Non-U.S. peers: Barclays, Credit Suisse, Deutsche
Bank, UBS

9. To determine the return on equity from continuing operations excluding the
impact of the subsequent event and the return on equity from continuing
operations excluding the impact of DVA and the subsequent event, all non-GAAP
measures, both the numerators and denominators were adjusted to exclude the
impact of the subsequent event. The impact on both return on equity measures
was approximately 400 basis points


19

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, 2014, which is available on www.morganstanley.com, or within this
presentation. The endnotes on pages 18 and 19 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, 2014.

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


20