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                                                                   EXHIBIT 10.12

                            MORGAN STANLEY GROUP INC.

                           PRE-TAX INCENTIVE PROGRAM 2
                         DEFERRED COMPENSATION AGREEMENT


           This DEFERRED COMPENSATION AGREEMENT (this "Agreement") is made as of
the date indicated on the signature page hereof by and between MORGAN STANLEY
GROUP INC., a Delaware corporation (the "Company"), and the employee identified
on the signature page hereof (the "Participant").


           WHEREAS, the Participant wishes to make an irrevocable election to
defer the receipt of a portion of his or her bonus or commissions for the fiscal
year of the Company indicated on the signature page hereof; and

           WHEREAS, the Company and the Participant wish to set forth herein
certain terms and conditions applicable to the amounts of bonus or commissions
to be deferred as provided herein; and

           WHEREAS, the Participant acknowledges that with respect to deferred
amounts subject to the terms and conditions of this Agreement the Participant
will be an unsecured creditor of the Company with no ownership rights in any
assets of any kind; and

           WHEREAS, the Participant further acknowledges that, while he or she
may make elections, subject to the terms and conditions of this Agreement,
pursuant to which the balance of his or her Account (as defined herein) will be
deemed to be allocated among the several Performance Options (as defined herein)
for purposes of measuring the increase or decrease in the value thereof, nothing
contained herein shall require the Company to make an actual investment of
assets corresponding to any amount of compensation deferred by the Participant;

           NOW, THEREFORE, in consideration of the provisions contained in this
Agreement and with reference to the foregoing recitals, the Company and the
Participant agree as follows:

            1. DEFINED TERMS. As used in this Agreement, the following terms
shall have the indicated meanings:

           (a) "Account" means the bookkeeping account maintained on the books
     and records of the Company to record Deferred Amounts and credits or debits
     thereto in accordance with this Agreement and any other terms of the
     Program. An Account is established only for purposes of measuring a
     deferred benefit and not to segregate
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     assets or to identify assets that may be used to make payments hereunder.

           (b) "Account Value" means the amount reflected on the books and
     records of the Company as the value of the Account at any date of
     determination, as determined in accordance with this Agreement.

           (c) "Beneficiaries" means the beneficiary or beneficiaries designated
     by the Participant to receive any payments under Section 7 of this
     Agreement in the event of the Participant's death. Such designation may be
     revoked or changed by the Participant at any time. Any such designation,
     revocation or change shall be in writing, signed by the Participant and
     delivered to the Office of Development or to such other office or
     individual as the Company may direct. If the Participant does not designate
     a Beneficiary to which payments are to be made upon the Participant's
     death, or if no Beneficiary survives the Participant, payments under
     Section 7 of this Agreement subsequent to the death of the Participant will
     be made to the Participant's estate. If a Beneficiary survives the
     Participant but dies prior to the completion of the payments contemplated
     to be made to that Beneficiary under Section 7 of this Agreement, the
     unpaid portion of such payments at the death of the Beneficiary shall be
     paid to the Beneficiary's estate.

           (d) "Deferral Election" means an irrevocable election of the
     Participant to defer payment of a portion of his or her bonus or
     commissions subject to the terms and conditions of the Program.

           (e) "Deferred Amount" means the amount of bonus or commissions
     deferred by the Participant pursuant to a Deferral Election.

           (f) "Distribution Election" means an irrevocable election of the
     Participant as to (i) the year in which distribution of the Account Value
     will begin and (ii) the installment payment method to be used for
     distribution of the Account Value.

           (g) "Fiscal Year" means a fiscal year of the Company.

           (h) "Full Career Retirement" means termination of the Participant's
     employment with the Company or any Subsidiary or affiliate thereof on or
     after the date the Participant (A) has attained age 50 and completed at
     least 12 years of service as a Managing Director or 15 years as an officer
     of the Company or any Subsidiary or affiliate thereof, (B) has completed at
     least 20 years of service with the Company or any Subsidiary or affiliate
     thereof or (C) has attained age 55 and has completed at least 5 years of
     service with the Company or any Subsidiary or affiliate thereof and the sum
     of the Participant's age and years of service equals or exceeds 65.
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           (i) "Initial Fiscal Year" means the first Fiscal Year with respect to
     which the Participant makes a Deferral Election. The Initial Fiscal Year is
     indicated on the signature page hereof.

           (j) "Office of Development" means the Company's Office of Development
     or any other department of the Company that succeeds to the functions of
     the Office of Development.

           (k) "Payment Option Vesting Date" means, with respect to the
     Participant (A) the fifth anniversary of the date on which the Account is
     first credited, as provided in Section 3(a) below, with a deferral by the
     Participant under the Program or (B) the date the Participant reaches Full
     Career Retirement.

           (l) "Performance Option" means the performance options made available
     from time to time for selection by the Participant and other participants
     in the Program to measure the return (positive or negative) to be
     attributed to Deferred Amounts.

           (m) "Program" means the Pre-Tax Incentive Program 2 of the Company,
     the terms and conditions of the Participant's participation in which are
     set forth in this Agreement.

           (n) "PTIP Committee" means the committee, which shall consist of one
     or more members, appointed by the Company to administer the Program.

           (o) "Securities Act" means the Securities Act of 1933.

           (p) "Subsidiary" means a corporation or other entity which is
     consolidated with the Company for financial statement purposes.

           (q) "Total Disability" means long-term disability within the meaning
     of the Morgan Stanley & Co. Incorporated Basic Long Term Disability Plan
     for U.S. Participants.

           2. DEFERRAL ELECTIONS.

           (a) ACKNOWLEDGMENT OF INITIAL DEFERRAL ELECTION. The Participant and
the Company hereby acknowledge the Participant's Initial Deferral Election, made
on or prior to the execution of this Agreement, to defer, in accordance with the
terms and conditions of the Program, payment of specified dollar amounts of
bonus or commissions as indicated on the signature page hereof.
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           (b) SUBSEQUENT DEFERRALS. In addition to the Initial Fiscal Year,
subject to Section 8, the terms of this Agreement shall apply to any Deferral
Election by the Participant with respect to a Fiscal Year after the Initial
Fiscal Year. Any such subsequent Deferral Election shall be made by the
Participant's completion, execution and submission of a deferral election form
prescribed for such purpose by the Company, in the manner established by the
Company for subsequent Deferral Elections. The Participant's participation in
the Program for the Initial Fiscal Year, however, shall not confer on the
Participant any right to participate in the Program with respect to any
subsequent Fiscal Year, and the Participant's eligibility so to participate will
depend upon the satisfaction of eligibility criteria for such subsequent Fiscal
Years to be established by the Company in its sole discretion.

           (c) REDUCTIONS IN DEFERRED AMOUNTS. If the cash portion of the
Participant's bonus or commissions for a Fiscal Year, as determined in the sole
discretion of the Company, is less than the amount indicated as the Deferred
Amount for the Fiscal Year, then the amount deferred pursuant to such Deferral
Election shall be such cash portion, rounded down to the nearest whole number.
The Company may, in its sole discretion, reduce the Participant's Deferred
Amount for a Fiscal Year.

           3. THE ACCOUNT.

           (a) CREDITS AND CHARGES TO THE ACCOUNT. The Deferred Amount (or such
lesser amount determined pursuant to Section 2(c)) for the Initial Fiscal Year
will be credited to the Account as of a date determined by the Company following
the end of such Initial Fiscal Year. The Account will also be credited with any
Deferred Amounts (or such lesser amount determined pursuant to Section 2(c)),
deferred by the Participant pursuant to the Program in respect of any subsequent
Fiscal Year, as of a date determined by the Company following such Fiscal Year.
Notwithstanding the foregoing, the Account will be credited with any Deferred
Amount (or such lesser amount determined pursuant to Section 2(c)) no later than
30 days after the date on which such amount would otherwise have been paid to
the Participant. The Account will be charged with any amount distributed to the
Participant or any of his or her Beneficiaries.

           (b) ELECTION OF PERFORMANCE OPTIONS. The Participant agrees that the
Account Value will be deemed allocated (for purposes only of determining the
value of the Account), in minimum allocations of at least 1%, among one or more
Performance Options as indicated on the Election of Performance Option Form (or
such other form as may be prescribed for such purposes by the Company) submitted
by the Participant to the Company on or prior to the execution of this
Agreement. The Participant acknowledges that such deemed allocation is made
exclusively for the purpose of determining the Account Value from time to time
in accordance with this Agreement, and that the Company will have no obligation
to invest amounts corresponding to Deferred Amounts (including, without
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limitation, in investment vehicles corresponding to the Performance Options
selected by the Participant). The Participant further acknowledges that the
Company, in its sole discretion, may honor the Participant's election concerning
the Performance Options by reference to which his or her Account Value will be
calculated, or may calculate such Account Value by reference to other
Performance Options or in another manner. The Participant may change the deemed
allocation of his or her Account Value among the Performance Options then
available under the Program in accordance with procedures established by the
Office of Development from time to time; provided, however, that, unless
otherwise determined by the Company, no such reallocation shall be made more
frequently than quarterly; and provided further that no such reallocation may
result in less than 1% of the Account Value being deemed allocated to any single
Performance Option. In the event that the Participant's employment with the
Company or any Subsidiary or affiliate thereof terminates for any reason on or
after the Payment Option Vesting Date, then following such termination of
employment the Participant will continue to have the right to change the deemed
allocation of his or her Account Value among the Performance Options as provided
for in this Section 3(b).

           (c) DETERMINATION OF ACCOUNT VALUE. The Company will from time to
time calculate the Account Value based on the Participant's Deferred Amounts and
his or her then-effective elections with respect to deemed allocation of the
Account among the available Performance Options. Such calculation will be based
on the best information available to the Company as of the date of
determination, which information may include estimates. The rate of return over
the relevant measurement period (i) for amounts deemed allocated to a
Performance Option other than a multi-manager fund option will track a fund or
an index of two or more funds which, in the sole judgment of the PTIP Committee,
have investment objectives similar to the relevant Performance Options, and (ii)
for amounts deemed allocated to a multi-manager fund option will track a blended
return of multi-manager fund strategies to be selected by the PTIP Committee in
its sole discretion, reduced, in the case of all rates of return determined
pursuant to the foregoing clauses (i) and (ii), by 50 basis points (on an annual
basis) or such other amount determined by the PTIP Committee in its discretion.
The Company will furnish the Participant with a statement setting forth his
Account Value as of the end of each calendar year and all credits to and
payments from the Account during such year. The Account Value reflected on such
statement will be based on the best information available to the Company as of
the end of the calendar year, which information may include estimates. The
statement will be furnished to the Participant no later than 120 days after the
end of each calendar year. Following the commencement of distribution of the
Account Value to the Participant, the Company will continue to calculate the
Account Value from time to time in the manner described above, taking into
account such distributions from the Account.

           (d) COMPANY'S RIGHT TO CHANGE PERFORMANCE OPTIONS. The Company may,
from time to time and in its sole discretion, change the Performance Options
available under
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the Program, and nothing in this Agreement shall be construed to confer on the
Participant the right to continue to have any particular Performance Option
available for purposes of measuring the value of his Account.

           4. TERMINATION OF EMPLOYMENT.

           (a) TERMINATION ON OR AFTER THE PAYMENT OPTION VESTING DATE. If the
Participant's employment with the Company or any Subsidiary or affiliate thereof
terminates for any reason on or after the Payment Option Vesting Date, then
following such termination of employment the Participant will be entitled to
payments as provided in Section 6 below.

           (b) TERMINATION BEFORE THE PAYMENT OPTION VESTING DATE. Subject to
Sections 5 and 7 below, if the Participant's employment with the Company or any
Subsidiary or affiliate thereof terminates for any reason (other than death or
Total Disability) before the Payment Option Vesting Date, then the Company will
pay to the Participant in U.S. dollars, as promptly as practicable following the
end of the calendar year in which such termination of employment occurs, the
lower of:

           (i) the Account Value, determined as of the last day of such
      calendar year; and

           (ii) the sum of (A) all Deferred Amounts that have been deferred by
      the Participant under the Program and (B) 50% of the amount, if any, by
      which the Account Balance, determined as of the last day of such calendar
      year, exceeds the sum of all such Deferred Amounts.

Following such payment neither the Participant nor any Beneficiary of the
Participant will have any further rights under this Agreement.

           5. DISABILITY.

           Anything in this Agreement to the contrary notwithstanding, in the
event of the Participant's Total Disability (whether or not his or her
employment terminates), the Participant will be entitled to payments as provided
in Section 6 hereof; provided, however, that the Company may, at any time in its
sole discretion, accelerate such payments to the Participant.

           6. MANNER OF PAYMENT.

           (a) U.S. DOLLARS. All payments to the Participant under the Program
will be in U.S. dollars. The Participant will have no right to any other form of
payment.
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           (b) DISTRIBUTION ELECTION. The Participant will make a Distribution
Election specifying (i) a date for commencement of the distribution of the
Account Value and (ii) the installment payment method, as described in
subsection (d) below, that the Participant elects for such distribution. The
Distribution Election will be irrevocable and must be submitted to the Office of
Development or to such other office or individual as the Company may direct at
least 12 months prior to the date specified in such Distribution Election for
the commencement of distribution of the Account Value. Any Distribution Election
submitted less than 12 months prior to the date specified in such Distribution
Election for the commencement of distribution of the Account Value will not be
given effect, and distributions will not begin until 12 months following the
date such Distribution Election is submitted.

           (c) COMMENCEMENT OF PAYMENT. Unless an earlier distribution is made
to the Participant pursuant to Section 4 or Section 5 above, and subject to
Section 7 below in the case of the Participant's death, distribution of the
Account Value shall commence promptly following the date designated therefor by
the Participant in his or her Distribution Election (or, in the event that such
Distribution Election is submitted less than 12 months prior to the date
specified therein for the commencement of distributions, the date 12 months
following the date such Distribution Election is submitted); provided, however,
that, except in the case of the Participant's Total Disability or death, (i) no
such distribution of the Account Value will begin prior to the later to occur of
(A) the fifth anniversary of the date on which the Account is first credited, as
provided in Section 3(a), or (B) the date on which the Participant attains age
55, and (ii) no such distribution will begin prior to termination of the
Participant's employment with the Company or any Subsidiary or affiliate
thereof. If application of the proviso of the preceding sentence results in
distribution of the Account Value not beginning on the date designated therefor
by the Participant in his or her Distribution Election (or, in the event that
such Distribution Election is submitted less than 12 months prior to the date
specified therein for the commencement of distributions, the date 12 months
following the date such Distribution Election is submitted), then such
distribution shall begin on or promptly following the first date as of which the
terms of such proviso no longer preclude such distribution, and payment shall be
made, starting with such later date, in accordance with the installment payment
method elected by the Participant in his or her Distribution Election.

           (d) PAYMENT OPTIONS. In the Distribution Election the Participant
will elect to have the Account Value distributed pursuant to one of the
following installment payment methods:

           (i) five annual installments;

           (ii) ten annual installments;
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                                        8


           (iii) fifteen annual installments; or

           (iv) twenty annual installments;

The amount of each annual installment will equal "(1/A) x B", where "A" equals
the number of annual installments remaining to be made (including the
installment with respect to which the calculation is made) and "B" equals the
Account Value as of the date the amount of such installment is determined.

           (e) NO WITHDRAWALS OR LOANS. Prior to the commencement of
distributions as provided in Sections 4, 5 and 6(c) above, subject to Section 7
below in the case of the Participant's death, the Participant will have no
rights under the Program or this Agreement to make withdrawals from the Account
for any reason. In no event will the Participant be entitled to receive loans
from the Company based upon the Account Value.

           7. DEATH.

           If the Participant dies before payment of the first installment
payment pursuant to Section 6 above, the Account Value as of the last day of the
calendar quarter in which death occurs will be paid in a lump sum to the
Participant's Beneficiaries as soon as practicable following the date of death.
If the Participant dies following payment of the first installment payment
pursuant to Section 6 above, remaining installment payments, determined in
accordance with such Section 6, will be paid to the Participant's Beneficiaries
at the scheduled times; provided, however, that the Company may, at any time in
its sole discretion, accelerate such payments. If the Participant dies after
having received a distribution of his or her Account Value pursuant to Section
4(b), 5 or 8 or has received all distributions pursuant to Section 6, no further
payment under the Program will be made to the Participant's Beneficiaries or
estate following the Participant's death.

           8. TERMINATION AND AMENDMENT.

           The Company may terminate the Program, in whole or in part as to some
or all participants in the Program, at any time in its discretion and, in
connection therewith, may terminate this Agreement. No further deferrals will be
permitted after the effective date of such termination. Payment of the
Participant's Account Value, determined as of the effective date of termination
of the Program and this Agreement, will be made to the Participant (or,
following the Participant's death, his or her Beneficiaries) as soon as
practicable following the January 1 of the year following the year in which
notice of such termination is sent to the Participant. The Company may also
alter, amend, modify or suspend the Program or this Agreement at any time in its
discretion. Notwithstanding the foregoing, no alteration, amendment or
modification of this Agreement shall adversely affect the rights of the
Participant without the Participant's consent.
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           9. PROGRAM UNFUNDED.

           The Program is unfunded. The Account represents at all times an
unfunded and unsecured contractual obligation of the Company. The Participant
and each of his Beneficiaries will be unsecured creditors of the Company with
respect to all obligations owed to any of them under this Agreement or otherwise
under the Program. Amounts payable under the Program and this Agreement will be
satisfied solely out of the general assets of the Company subject to the claims
of its creditors. The Participant and his or her Beneficiaries will not have any
interest in any fund or in any specific asset of the Company of any kind by
reason of any amount credited to him or her hereunder, nor shall the Participant
or any of his or her Beneficiaries or any other person have any right to receive
any distribution under this Agreement except as, and to the extent, expressly
provided herein. The Company will not segregate any funds or assets to provide
for the distribution of the Account Value or issue any notes or security for the
payment thereof. Any reserve or other asset that the Company may establish or
acquire to assure itself of the funds to provide payments required under the
Program shall not serve in any way as security to the Participant or any of his
or her Beneficiaries for the performance of the Company under this Agreement.

           10. NO INVESTMENT OBLIGATION.

           The Participant acknowledges and agrees that the Company has no
obligation to invest amounts corresponding to Deferred Amounts (including,
without limitation, in investment vehicles corresponding to the Performance
Options selected by the Participant for purposes of determining the Account
Value of his or her Account). The Participant further acknowledges and agrees
that if the Company, in its sole discretion, elects to invest amounts
corresponding to Deferred Amounts in any such investment vehicles, the
Participant will have no right or interest in any such investment vehicle by
virtue of this Agreement.

           11. REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANT.

           The Participant hereby acknowledges, represents and warrants to, and
agrees with, the Company as follows:

           (a) The Participant understands that this Agreement is intended to be
exempt from registration under the Securities Act, and in accordance therewith
and in furtherance thereof, the Participant represents and warrants and agrees
as follows:

           (i) The Participant has received the Brochure relating to the Program
     and the letters or memoranda from the Company to the Participants regarding
     same for the relevant fiscal year (the "Descriptive Materials"), has
     carefully reviewed them and understands the information contained therein;
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           (ii) The Participant acknowledges that all documents, records and
     books pertaining to the Program (including, without limitation, the
     Descriptive Materials) have been made available for inspection by the
     Participant;

           (iii) The Participant has had a reasonable opportunity to ask
     questions of and receive answers from a person or persons acting on behalf
     of the Company concerning the Program and all such questions have been
     answered to the full satisfaction of the Participant;

           (iv) No oral or written representations have been made to the
     Participant concerning the Program other than as stated in the Descriptive
     Materials, and no oral or written information furnished to the Participant
     in connection with the Program were inconsistent with the information
     stated in the Descriptive Materials;

           (v) The Participant has adequate means of providing for the
     Participant's current financial needs and contingencies, is able to bear
     the substantial economic risks of the Program for an indefinite period of
     time, has no need for liquidity in the Participant's assets placed in the
     Program, and, at the present time, could afford a complete loss of such
     assets;

           (vi) The Participant has such knowledge and experience in financial,
     tax, and business matters so as to enable the Participant to utilize the
     information made available to the Participant in connection with the
     Program to evaluate the merits and risks of the Program and to make an
     informed decision with respect thereto;

           (vii) The Participant is not relying on the Company with respect to
     the tax and other economic considerations of the Program.

           (b) The Participant meets the requirements to be included in one of
the categories of "accredited investor" (as defined in Rule 501 under the
Securities Act) set forth on Appendix A hereto.

           (c) The Participant shall provide such information and execute and
deliver such documents as may reasonably be requested by the Company in
connection with the Program, including, without limitation, such information and
documents as may reasonably be necessary to comply with any and all laws to
which the Company is subject, and such additional information as the Company may
deem appropriate with regard to the Participant's suitability (including,
without limitation, documentation relating to the Participant's "accredited
investor" status).

           (d) The representations, warranties, and agreements of the
Participant contained herein and in any other writing delivered in connection
with the transactions
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                                       11


contemplated hereby shall be true and correct in all respects on and as of the
date of any deferral hereunder as if made on and as of such date and shall
survive the execution and delivery of this Agreement. The Participant shall
promptly inform the Company if any of the representations included in this
Section 11 shall become false for any reason.

           12. GENERAL TERMS.

           (a) ADMINISTRATION. The Program is administered by the PTIP
Committee, the Office of Development or such other office or individual as the
Company may appoint to administer the Program, which may adopt any rules and
procedures necessary to carry out the purposes of the Program. Each
interpretation, determination or other action made or taken pursuant to the
Program or this Agreement by the PTIP Committee, the Office of Development or
such other office or individual as the Company may appoint to administer the
Program (including without limitation (i) the selection of funds, indices or
strategies in connection with the calculation of the Account Value pursuant to
Section 3(c) above and (ii) the calculation of the Account Value) shall be final
and binding on all persons. No member of the PTIP Committee, the Office of
Development or such other office or individual as the Company may appoint to
administer the Program shall be liable to the Participant or any other
participant in the Program for any action or determination.

           (b) NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION. Neither this
Agreement nor any action taken or omitted to be taken hereunder shall be deemed
(i) to create or confer on the Participant any right to be retained in the
employ of the Company or any Subsidiary or other affiliate thereof or to
interfere with or to limit in any way the right of the Company or any Subsidiary
or other affiliate thereof to terminate the employment of the Participant at any
time, or (ii) to create or confer on the Participant any right to participate in
the Program in respect of any future Fiscal Year. The Participant acknowledges
that the Program is maintained by the Company for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, and that the Participant's participation in the Program in respect of
any future Fiscal Year will depend, among other things, on the Company's
determination that the Participant is a member of such select group, such
determination to be made by the Company in its sole discretion.

           (c) TAX ADVICE. The Participant acknowledges that he or she has been
advised by the Company to consult with his or her tax and other financial
advisors prior to making the Deferral Election. The Company makes no
representations or warranties concerning the tax or other financial consequences
of the Participant's Deferral Election or any payments provided for under this
Agreement.

           (d) TAXES AND WITHHOLDING. As a condition to any payment or
distribution pursuant to this Agreement, the Company may require the Participant
to pay such sum to the
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                                       12


Company as may be necessary to discharge the Company's obligations with respect
to any taxes, assessments or other governmental charges imposed on property or
income received by the Participant hereunder. In the discretion of the Company,
the Company may deduct or withhold such sum from any payment or distribution to
the Participant.

           (e) GOVERNING LAW. This Agreement and the legal relations between
the parties shall be construed in accordance with and governed by the laws of
the State of New York.

           (f) ARBITRATION DISCLOSURES.

                 -     ARBITRATION IS FINAL AND BINDING ON THE PARTIES THERETO.

                 -     THE PARTIES TO THIS AGREEMENT ARE WAIVING THEIR RIGHT TO
                       SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY
                       TRIAL.

                 -     PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN
                       AND DIFFERENT FROM COURT PROCEEDINGS.

                 -     THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
                       FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO
                       APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE
                       ARBITRATORS IS STRICTLY LIMITED.

                 -     THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
                       MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
                       THE SECURITIES INDUSTRY.

           (g) AGREEMENT TO ARBITRATE CONTROVERSIES. IT IS AGREED THAT ANY
CONTROVERSY BETWEEN THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT OR THE
PROGRAM SHALL BE SUBMITTED TO ARBITRATION CONDUCTED BEFORE THE NEW YORK STOCK
EXCHANGE (AND ONLY BEFORE SUCH EXCHANGE) OR THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC., AS THE INITIATING PARTY MAY ELECT AND IN ACCORDANCE
WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION. ARBITRATION MUST BE
COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR
A
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                                       13


WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION
TRIBUNAL. IN THE EVENT THE INITIATING PARTY DOES NOT MAKE SUCH ELECTION WITHIN
TEN (10) DAYS OF SUCH DEMAND OR NOTICE, THEN THE INITIATING PARTY AUTHORIZES THE
OTHER PARTY TO DO SO ON BEHALF OF THE INITIATING PARTY.

           NO PARTY TO THIS AGREEMENT SHALL BRING A PUTATIVE OR CERTIFIED CLASS
ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT
AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS
A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS
CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) SUCH PERSON
IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN
AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

           (h) CONSTRUCTION. The headings in this Agreement have been inserted
for convenience of reference only and are to be ignored in any construction of
any provision hereof. If a provision of this Agreement is not valid or
enforceable, that fact shall in no way affect the validity or enforceability of
any other provision. Use of one gender includes the other, and the singular and
plural include each other.

           (i) SUCCESSORS. The provisions of this Agreement shall be binding on
the Participant and his or her heirs and legal representatives and upon the
Company and its successors and assigns. The Participant's rights hereunder
(including without limitation the right to receive payments as provided herein)
may not be assigned.

           (j) SIGNATURE IN COUNTERPARTS. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
signatures thereto and hereto were upon the same instrument.

<PAGE>   14
                                       14


           IN WITNESS WHEREOF, Morgan Stanley Group Inc. and the Participant
have duly executed and delivered this Agreement as of this ___ day of _________,
____.


                                MORGAN STANLEY GROUP INC.


                                By________________________
                                  Name:
                                  Title:



                                __________________________
                                Name:
                                Social Security Number:



Initial Fiscal Year:  The fiscal year of the Company ending November 30, ____.


Amount of bonus or commissions deferred for the Initial Fiscal Year: $_________

<PAGE>   15
                                   APPENDIX A


Categories of "accredited investor" (as defined in Rule 501 under the Securities
Act):

           (a) The Participant's individual net worth, alone or together with
his or her spouse, exceeds $1,000,000.

           (b) The Participant had an individual adjusted gross income as
reported for United States federal income tax purposes in excess of $200,000 in
each of the two most recent years and has a reasonable expectation of reaching
the same level in the current year.

           (c) The Participant had joint adjusted gross income as reported for
federal income tax purposes with his or her spouse in excess of $300,000 in each
of the two most recent years and has a reasonable expectation of reaching the
same level in the current year.

           The Company, in its sole discretion, may allow a Participant to
qualify for the Program using alternative categories of "accredited investor"
status.