For Immediate Release
Mitsubishi UFJ Financial Group and Morgan Stanley Announce Agreement toConvert Morgan Stanley Convertible Preferred Stock to Common StockMove Will Further Enhance Morgan Stanley’s Tier 1 Common Capital Position andStrengthen the Two Firms’ Global Strategic AllianceTOKYO and NEW YORK, April 21, 2011  Mitsubishi UFJ Financial Group, Inc. (MUFG)(NYSE: MTU), one of the world's leading financial groups, and Morgan Stanley (NYSE: MS), aleading global financial services firm, today announced that they have entered into an agreement
to convert MUFG’s outstanding convertible preferred stock in Morgan Stanley into Morgan
Stanley common stock.
Under the terms of the transaction, MUFG will exchange convertible preferred stock with a facevalue of $7.8 billion and a 10% dividend for 385 million shares of Morgan Stanley commonstock, reflecting an increase in the conversion rate of 75 million shares and providing MUFG with
an ownership interest in Morgan Stanley of 22.4%. This conversion enhances Morgan Stanley’s
Tier 1 Common capital position, aligns MUFG’s interests with those of Morgan Stanley’scommon shareholders, and further strengthens the global strategic alliance between the two firms.
Morgan Stanley's Tier 1 Common Ratio is expected to increase by more than 270 basis points as aresult of this transaction to approximately 14.5% on a proforma basis as of March 31, 2011.
Morgan Stanley’s Tier 1 Capital and Tier 1 Leverage ratios are unaffected by this transaction.
Following conversion, MUFG will account for its investment in Morgan Stanley using the equity
method of accounting.
Katsunori Nagayasu, President and Chief Executive Officer of MUFG, said, “We have decided toconvert based on the mutual understanding that it would benefit both MUFG and Morgan Stanley
and, more importantly, further enhance the strategic alliance. MUFG will now own 22% ofMorgan Stanley's common stock, and Morgan Stanley will enhance its capital position though theconversion. Leveraging this excellent development, we intend to deepen our alliance further andmaximize business synergies between us.”
James Gorman, President and Chief Executive Officer of Morgan Stanley, said, “This is the rightmove for both Morgan Stanley and MUFG, and it is a testament to the strength of our uniquerelationship that we were able to capitalize on this opportunity to reach an agreement in the bestinterests of both companies. This conversion will result in an industry-leading capital position,
further enhance our global strategic alliance with MUFG and ensure that we have substantial
flexibility to deliver for clients around the globe.”

Under the terms of the agreement announced today, Morgan Stanley has adjusted the conversion
rate with respect to the convertible preferred stock. Following this adjustment MUFG will receive
385 million shares of common stock upon conversion.
In addition, Morgan Stanley has agreed that MUFG will appoint a second representative to theMorgan Stanley Board of Directors. Morgan Stanley and MUFG have also agreed to certain otheramendments to the investor agreement between Morgan Stanley and MUFG.

The transaction is subject to certain closing conditions, including receipt of required
regulatory approvals in certain jurisdictions globally and approval by Morgan Stanleyshareholders.
Following the closing of the transaction announced today, MUFG will hold a total of 435 million
shares of Morgan Stanley common stock and a remaining face value $500 million of perpetual
non-cumulative non-convertible preferred stock with a 10% dividend.
About MUFG
MUFG is one of the world’s leading financial groups, with total assets of more than JPY200
trillion (approximately US$2.4 trillion) as of December 31, 2010. MUFG’s services includecommercial banking, trust banking, securities, credit cards, consumer finance, asset management
and leasing. The Group’s operating companies include The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Japan’s largest commercial bank, Mitsubishi UFJ Trust and Banking Corporation, Japan’s leading
trust bank, and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., one of Japan’s largest
securities firms. For more information about MUFG, please visit
http://www.mufg.jp/english/index.html.
About Morgan Stanley
Morgan Stanley is a leading global financial services firm providing a wide range of investmentbanking, securities, investment management and wealth management services. The Firm’s
employees serve clients worldwide including corporations, governments, institutions andindividuals from more than 1,300 offices in 42 countries. For further information about Morgan
Stanley, please visit www.morganstanley.com.
Cautionary Statements Concerning Forward-Looking Information
This press release contains forward-looking statements such as “expects,” “looking forward”
and other similar words regarding the current expectations of Morgan Stanley and MUFG.
Such forward-looking statements are not guarantees of future performance or events andinvolve risks and uncertainties. Actual results may differ materially from those described in suchforward-looking statements as a result of various factors. Morgan Stanley and MUFG do notundertake any obligation to update the forward-looking statements contained herein, or to
update the reasons why actual results could differ from those projected in the forward-lookingstatements.
The information above contains forward-looking statements. Readers are cautioned not to place2

undue reliance on forward-looking statements, which speak only as of the date on which they are
made and which reflect management's current estimates, projections, expectations or beliefs andwhich are subject to risks and uncertainties that may cause actual results to differ materially.
Morgan Stanley’s actual results or performance may differ materially from those suggested,expressed or implied by forward-looking statements due to a wide range of factors including, but
not limited to, the general business environment, regulatory actions or other changes. For adiscussion of additional risks and uncertainties that may affect the future results of Morgan
Stanley, please see “Forward-Looking Statements” immediately preceding Part I, Item 1,“Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item
1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” in Part II, Item 7 and “Quantitative and QualitativeDisclosures about Market Risk” in Part II, Item 7A of the Company’s Annual Report on Form 10K for the year ended December 31, 2010 and other items throughout the Form 10-K and theCompany’s Current Reports on Form 8-K.
###Contact for Mitsubishi UFJ Financial
Group
George Sard/Jim Barron
Sard Verbinnen+1.212. 687.8080

Contact for Morgan Stanley:Media Relations
New York: Jeanmarie McFadden +1 (212)761-2433
Tokyo: Mika Watanabe +81.3.5424.5019

Michael Berkeley
Citigate Dewe Rogerson+44.(0)20.7282.2883

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