John Mack's Year-End Message for 2009

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    Morgan Stanley Memorandum

    For Internal Use Only Not for RedistributionDate: December 18, 2009

    To: All Employees

    From: John Mack

    Subject: An Important Year-End Message

    As I look ahead to the end of my time as CEO of Morgan Stanley, I wanted to share with

    you some thoughts about where we are and where I believe we need to head, both as aFirm and as an industry.

    I am as excited as I've ever been about the future of this great Firm and its critical role in

    the market. The progress Morgan Stanley has made in the past year is extraordinary.

    Last October, many were doubting our very survival. Fourteen months later, we have not

    only come through the crisis, we have powerful momentum and market leadership across

    many of our businesses with a number-one position in global M&A, the largest wealth

    management network in the world and a resurgence in our sales and trading business.

    There is more to be done but I couldn't be more proud of how this Firm responded to the

    market turmoil of the past year.

    I also believe the scrutiny facing our industry right now ultimately can be a positive, if it

    leads to constructive changes in how firms operate, promotes greater discipline and

    transparency, and spurs sound regulatory reform. But our industry must first

    acknowledge the extraordinary events of the past year and recognize that some old ways

    of doing business cannot continue.

    There is no doubt in my mind that every firm in our industry benefited from the actions

    governments took last fall to stabilize the markets. Yes, Morgan Stanley has repaid

    TARP and provided taxpayers with a solid return, but our Firm and our industry cannot

    afford to ignore the lessons from last falls market crisis.

    I have talked before about the need for a more robust regulatory framework and the

    benefits of stronger Fed oversight. We still need a risk regulator with the tools and

    authority to ensure risk-taking never again jeopardizes the entire financial system.

    Regulators and investors also need a clearer picture of the risks posed by complex

    financial instruments and contracts. So, derivatives should be centrally cleared or

    reported to a central repository. And no firm should be considered too big to fail. If a

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    firm mismanages its risks, regulators need the authority to unwind it in a way that

    minimizes instability to the system.

    Regulatory reform is critical, but firms dont need to wait for the government to enact

    change. At Morgan Stanley, we have made many changes to how we operate, including

    how we pay our people. We were the first U.S. firm to implement a clawback provisionfor compensation, and we created a plan last year to more closely align senior executive

    compensation with long-term performance.

    We operate in a competitive market for talent with intense competition from other

    global banks, as well as hedge funds, private equity firms, and boutique advisory and

    investment firms and our pay practices must reflect that. But at Morgan Stanley, we

    recognize the environment in which we are operating and the economic challenges facing

    so many countries.

    Given this unprecedented environment and the extraordinary financial support

    governments provided to our industry, as the leader of this Firm I recommended to theCompensation Committee of the Board last week that I receive no year-end bonus.

    We also are continuing to make changes this year in how we pay our people. For

    instance, we are factoring risk measures into compensation decisions for sales and trading

    teams, consistent with the recent Federal Reserve and G-20 guidelines. We are

    increasing the deferral rates for all employees to further align compensation with the

    long-term success of the Firm and strengthening and clarifying provisions for the

    clawback. And we are paying our most senior executives in performance units that will

    make a portion of their year-end compensation directly contingent on Firm performance

    over the next three years.

    Morgan Stanley has a responsibility as a leading global bank to play a constructive role in

    shaping the changes underway in our industry and the regulatory framework that governs

    it. We must work as partners with regulators, legislators and others throughout the

    industry to forge practical and workable solutions to the challenges we face. Morgan

    Stanley has long played such a role in the markets, and I am confident it will continue to

    do so in the months and years ahead as we look to help drive economic growth and

    sound regulatory reform.

    I joined Morgan Stanley some 37 years ago, and I believe we have never been better

    positioned than we are today. And in James Gorman, we have a proven leader who is

    ideally suited to take this Firm forward; James has shown repeatedly the ability to build

    great teams and profitable, winning businesses. He understands our clients and our

    culture. He knows Morgan Stanley's business and the power of our franchise. James has

    been a key architect of our strategy over the past few years and I have no doubt that he

    will be executing it relentlessly with the support of a strong senior management team

    and all of you, the heart and soul of Morgan Stanley.

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    Over the years, I have played many different roles at this Firm. On January 1, my role

    will change once again, but my passion for this business and my commitment to all of

    you will not. I look forward to continuing to work alongside you and achieving great

    things with you in the years ahead.