Exhibit 10.2


 





MORGAN
STANLEY  


DIRECTORS’
EQUITY CAPITAL ACCUMULATION PLAN 





(as amended
and restated March 30, 2017)


 


Section
1.Purpose


 


Morgan
Stanley, a Delaware corporation (the “Company”), hereby adopts the Morgan Stanley Directors’ Equity Capital
Accumulation Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and financial success
of the Company by attracting, motivating and retaining non-employee directors of outstanding ability and assisting the Company
in promoting a greater identity of interest between the Company’s non-employee directors and its stockholders.


 


Capitalized
terms used herein without definition have the meanings ascribed thereto in ‎Section 24.


 


Section
2.Eligibility and Limitation on Director Compensation


 


Only
directors of the Company who are not employees of the Company or any affiliate of the Company (the “Eligible Directors”)
shall participate in the Plan.


 


Notwithstanding
anything in this Plan to the contrary, the aggregate dollar value of Awards granted and Retainers paid to any individual Eligible
Director for any Annual Service Period shall not exceed seven hundred and fifty thousand dollars ($750,000). The value of any
Awards shall be determined based on the Fair Market Value of a share of Stock on the grant date.


 


Section
3.Plan Operation


 


(a)   Administration.
Other than as provided in ‎Section 5‎(c)‎(v),
the Plan requires no discretionary action by any administrative body with regard to any transaction under the Plan. To the extent,
if any, that questions of administration arise, these shall be resolved by the Board. The Board may, in its discretion, delegate
to the Chief Financial Officer, the Chief Legal Officer, the Secretary of the Company or to one or more officers of the Company
any or all authority and responsibility to act pursuant to the Plan. All references to the “Plan Administrators” in
the Plan shall refer to the Board, or the Chief Financial Officer, the Chief Legal Officer, the Secretary or to one or more officers
of the Company if the Board has delegated its authority pursuant to this ‎Section
3‎(a). The determination of the Plan Administrators
on all matters within their authority relating to the Plan shall be conclusive.


 


(b)   No
Liability. The Plan Administrators shall not be liable for any action or determination made in good faith with respect to
the Plan or any award hereunder, and the Company shall indemnify and hold harmless the Plan Administrators from all losses and
expenses (including reasonable attorneys’ fees) arising from the assertion or judicial determination of any such liability.


 


Section
4.Shares of Stock Subject to the Plan


 


(a)   Stock.
Awards under the Plan shall relate to shares of Stock.


 




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(b)   Shares
Available for Awards. Subject to ‎Section 4‎(c)
(relating to adjustments upon changes in capitalization), as of any date, the total number of shares of Stock with respect to
which awards may be granted under the Plan shall be equal to the excess (if any) of (i) 3,450,000 shares over (ii) the sum of
(A) the number of shares subject to outstanding awards granted under the Plan and (B) the number of shares previously issued
pursuant to the Plan. In accordance with (and without limitation upon) the preceding sentence, shares of Stock covered by awards
granted under the Plan that are canceled or expire unexercised shall again become available for awards under the Plan. Shares
of Stock that shall be issuable pursuant to the awards granted under the Plan shall be authorized and unissued shares, treasury
shares or shares of Stock purchased by, or on behalf of, the Company in open-market transactions.


 


(c)   Adjustments.
In the event of any merger, reorganization, recapitalization, consolidation, sale or other distribution of substantially all of
the assets of the Company, any stock dividend, split, spin-off, split-up, split-off, distribution of cash, securities or other
property by the Company, or other change in the Company’s corporate structure affecting the Stock, then the following shall
be automatically adjusted in order to prevent dilution or enlargement of the benefits or potential benefits intended to be awarded
under the Plan:


 


(i)       the
aggregate number of shares of Stock reserved for issuance under the Plan;


 


(ii)      the
number of shares of Stock subject to outstanding awards;


 


(iii)     the
number of Stock Units credited pursuant to ‎Section 6 and ‎Section 9 of the Plan;


 


(iv)     the
per share purchase price of Stock subject to any stock options granted pursuant to the Plan; and


 


(v)      the
number of shares to be granted pursuant to any other automatic awards that may be provided for under the Plan in the future.


 


(d)   Types
of Award. The Company’s stockholders originally approved the Plan on April 19, 1996, and approved amendments to the
Plan on March 19, 2002. The types of award authorized by the stockholders under the Plan are Director Stock, Stock Units, shares
of Stock awarded at an Eligible Director’s election pursuant to ‎Section
11 and stock options.


 


Section
5.Stock Options


 


(a)   Effective
as of February 8, 2005 (the “Stock Option Transition Date”), no additional stock options will be awarded under
the Plan.


 


(b)   ‎Section
5‎(a) shall not impair the rights of any person in
any stock option that was awarded under the Plan prior to the Stock Option Transition Date. All such stock options shall remain
subject to the terms and conditions applicable thereto.


 


(c)   The
following terms and conditions apply to stock options issued under the Plan, including without limitation all stock options issued
prior to the Stock Option Transition Date:


 




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(i)       Nontransferability.
No stock option granted pursuant to the Plan shall be sold, assigned or otherwise transferred by an Eligible Director other than
by will or the laws of descent or distribution and any such stock option may be exercised during the Eligible Director’s
lifetime only by such Eligible Director.


 


(ii)      Limitation
on Exercise. No stock option granted pursuant to this Plan may be exercised for a period of six (6) months from the date such
stock option was granted.


 


(iii)     Effect
of Termination.


 


(A)
If an Eligible Director’s service as a director of the Company terminates for a reason other than for Cause, then any stock
option granted to such Eligible Director shall remain exercisable following the date of such Eligible Director’s termination
of service in accordance with the following provisions:


 


(a)
Disability, Normal Retirement or Death. If service terminates by reason of Disability, Normal Retirement or death, until the expiration
date of the stock option.


 


(b)
Other. If service terminates for any other reason (except for Cause), until the earlier of 90 days after the termination date
and the expiration date of the stock option.


 


(B)       If
an Eligible Director is terminated for Cause, all stock options granted under the Plan to such Eligible Director shall be canceled
and shall no longer be exercisable, effective on the date of such Eligible Director’s termination for Cause.


 


(iv)     Expiration
Date of Stock Options. All stock options granted under the Plan shall expire on the tenth anniversary of the date on which
they are granted.


 


(v)      Extension
of Exercisability. Notwithstanding any other provision hereof, the Board shall have the authority, in its discretion, to amend
any outstanding stock option granted pursuant to the Plan to extend the exercisability thereof; provided, however,
that no such amendment shall cause such stock option to remain exercisable beyond its original expiration date.


 


(d)   Notwithstanding
‎Section 5‎(a),
stock options remain one of the types of award that the stockholders of the Company have authorized for the Plan, and ‎Section
5‎(a) shall not impair the authority of the Board under
‎Section 15 to amend the Plan in the future to provide
for awards of stock options without obtaining additional stockholder approval.


 




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Section
6.Initial and Annual Awards


 


(a)   Initial
Awards. On the first day of the calendar month following the month in which any person becomes an Eligible Director, otherwise
than by reason of being elected to the Board at an Annual Meeting, such Eligible Director shall be entitled to receive a number
of Initial Stock Units obtained by dividing (x) $250,000 prorated for service during the period beginning on the first day of
the calendar month during which such person becomes an Eligible Director until the last day of the calendar month immediately
preceding the calendar month during which the first anniversary of the immediately preceding Annual Meeting will occur by (y)
the Fair Market Value of a share of Stock on the first day of the calendar month following the month in which such person becomes
an Eligible Director; provided, however, that if such a person is elected, appointed or otherwise becomes an Eligible
Director less than 60 days prior to the Annual Meeting in any year, then such Eligible Director shall not receive Initial Stock
Units pursuant to this ‎Section 6‎(a).
50% of the Initial Stock Units awarded to an Eligible Director pursuant to this ‎Section
6‎(a) shall be credited to the Eligible Director’s Career
Stock Unit Account and the remaining 50% of the Initial Stock Units shall be credited to the Eligible Director’s Current
Stock Unit Account.


 


(b)   Subsequent
Awards. As of the date of each Annual Meeting, each Eligible Director, including, without limitation, any Eligible Director
who becomes a member of the Board by reason of being elected to the Board at such Annual Meeting, shall be entitled to receive
a number of Annual Stock Units obtained by dividing $250,000 by the Fair Market Value of a share of Stock on the date of such
Annual Meeting; provided, that such Eligible Director shall continue to serve as a director of the Company after such Annual
Meeting. 50% of the Annual Stock Units awarded to an Eligible Director pursuant to this ‎Section
6‎(b) shall be credited to the Eligible Director’s Career
Stock Unit Account and the remaining 50% of the Annual Stock Units shall be credited to the Eligible Director’s Current
Stock Unit Account. Annual Stock Units and Initial Stock Units credited to the Eligible Director’s Career Stock Unit Account
pursuant to this ‎Section 6‎(b)
or pursuant to ‎Section 6‎(a)
above are referred to as “Career Stock Units”.


 


(c)   Limitation
on Transfer. Any Director Stock awarded under the Plan may not be sold, transferred, pledged, assigned or otherwise conveyed
by an Eligible Director for a period of six (6) months from the date such Director Stock is awarded. Neither Annual Stock Units
nor Initial Stock Units may be sold, transferred, pledged, assigned or otherwise conveyed by an Eligible Director. The shares
delivered upon conversion of Annual Stock Units and Initial Stock Units will not be subject to any transfer restrictions, other
than those that may arise under the securities laws or the Company’s policies.


 


(d)   No
Effect on Prior Initial Awards or Prior Subsequent Awards. The provisions of this ‎Section
6 apply to all Initial Awards and Subsequent Awards made on or after the Stock Unit Transition Date. Nothing herein shall alter
the grants of Initial Awards and Subsequent Awards made prior to the Stock Unit Transition Date.


 


Section
7.Vesting Schedule


 


(a)   Initial
Stock Units. The Initial Stock Units shall be fully vested upon grant.


 





 




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(b)   Annual
Stock Units. The Annual Stock Units shall vest in 12 substantially equal installments
on the last day of each month beginning with the calendar month during which the Annual Meeting is held, assuming that the Eligible
Director continues to serve as a director of the Company through the last day of the relevant month.


 


Section
8.Death, Disability and Governmental Service


 


(a)   Death
or Disability. All of an Eligible Director’s unvested Stock Units will vest in full as of the date of the Eligible Director’s
termination of service on the Board due to death or Disability. Notwithstanding any election made by an Eligible Director on any
Deferral Election Form or any other provision of the Plan, in the event of such Eligible Director’s death, all amounts credited
to such Eligible Director’s Cash Account, Current Stock Unit Account and Career Stock Unit Account, and any Deferred Amount
that has not yet been credited to such Eligible Director’s Cash Account or Current Stock Unit Account, will be paid in a
lump sum to the Eligible Director’s beneficiary (or if no beneficiary has been designated, to such Eligible Director’s
estate) upon the Eligible Director’s death, provided that such beneficiary or the legal representative of such Eligible
Director’s estate, as applicable, notifies the Company of the Eligible Director’s death within 60 days following death.
Following an Eligible Director’s termination of service on the Board due to Disability, distributions under the Plan will
be made as provided in ‎Section 9‎(e)
or ‎Section 9‎(f),
as applicable.


 


(b)   Governmental
Service Resignation. Notwithstanding any election made by an Eligible Director on any Deferral Form, if an Eligible Director
resigns as a director of the Company as a result of accepting employment at a governmental department or agency, self-regulatory
agency or other public service employer (a “Governmental Employer”) (such resignation is referred to herein
as a “Governmental Service Resignation”), then (i) if the Eligible Director provides the Company with satisfactory
evidence demonstrating that as a result of such employment, the divestiture of his or her continued interest in Company equity
awards or continued ownership of Stock is reasonably necessary to avoid the violation of U.S. federal, state or local or foreign
ethics law or conflicts of interest law applicable to the Eligible Director at such Governmental Employer, all of an Eligible
Director’s unvested Stock Units will vest in full as of the date of the Eligible Director’s Governmental Service Resignation,
all amounts credited to the Eligible Director’s Current Stock Unit Account and Career Stock Unit Account will be distributed
in a lump sum in accordance with ‎Section 9‎(h),
and all transfer restrictions will lift on shares of Director Stock held by the Eligible Director, on the date of such Governmental
Service Resignation, and (ii) if the Eligible Director provides the Company with satisfactory evidence demonstrating that as a
result of such employment, the divestiture of the Eligible Director’s continued interest in his or her Cash Account is reasonably
necessary to avoid the violation of U.S. federal, state or local or foreign ethics law or conflicts of interest law applicable
to the Eligible Director at such Governmental Employer, all amounts credited to the Eligible Director’s Cash Account will
be distributed in a lump sum on the date of such Governmental Service Resignation.


 


(c)  Governmental
Service following Resignation.Notwithstanding any election made by an Eligible Director on any Deferral Form, if, following
Eligible Director’s Service Termination Date, the Eligible Director accepts employment with a Governmental Employer, then
(i) upon providing the Company with satisfactory evidence demonstrating that as a result of such employment the divestiture of
the Eligible Director’s continued interest in Company equity awards or
continued ownership of Stock is reasonably necessary to avoid the violation of U.S. federal, state or local or foreign ethics
law or conflicts of interest law applicable to the Eligible Director at such Governmental Employer, all amounts credited to the
Eligible Director’s Current Stock Unit Account and Career Stock Unit Account will be distributed in a lump sum in accordance
with ‎Section 9‎(h),
and all transfer restrictions will lift on shares of Director Stock held by the Director, on the date on which the Eligible Director
provides the Company with such satisfactory evidence, and (ii) if the Eligible Director provides the Company with satisfactory
evidence demonstrating that as a result of such employment, the divestiture of the Eligible Director’s continued interest
in his or her Cash Account is reasonably necessary to avoid the violation of U.S. federal, state or local or foreign ethics law
or conflicts of interest law applicable to the Eligible Director at such Governmental Employer, all amounts credited to the Eligible
Director’s Cash Account will be distributed in a lump sum on the date on which the Eligible Director provides the Company
with such satisfactory evidence.


 




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Section
9.Deferral Elections and Distributions


 


(a)   Deferral
of Retainers. An Eligible Director may make a Deferral Election to defer receipt of all or part of such Eligible Director’s
Retainers for a given service period. An Eligible Director may make such a Deferral Election by submitting a Deferral Election
Form to the Secretary, indicating:


 


(i)       the
Deferred Amount or a percentage of such Retainer to be deferred;


 


(ii)      the
Distribution Commencement Date, in accordance with ‎Section 9‎(e); and


 


(iii)     whether
distributions are to be made in a lump sum or installments, in accordance with ‎Section 9‎(g).


 


Deferral
Election Forms must be submitted prior to the start of the calendar year during which the services giving rise to such Retainer
to be deferred begin; provided, however, that in the case of an Eligible Director who is newly elected or appointed
to the Board, such Eligible Director’s Deferral Election Form relating to the Retainer earned during the service period
commencing on the date of such election or appointment may be submitted within 30 days after the date of such election or appointment.
In all cases, a Deferral Election Form shall be effective only with respect to Retainers that are earned after the Deferral Election
is made. An Eligible Director may make only one Deferral Election covering Retainers to be earned during a given service period
(so that an Eligible Director may not, for example, make one Deferral Election relating to the Annual Retainer and a different
Deferral Election relating to a Committee Retainer). Deferral Elections (including indications on the Deferral Election Form as
to Distribution Commencement Date and form of distributions), once made, shall be irrevocable. Notwithstanding the foregoing,
a Deferral Election may be superseded with respect to future deferrals of an Eligible Director’s Retainers by submitting
a new Deferral Election Form to the Secretary, in which case such new Deferral Election shall be effective starting with the Retainer
earned in the service period that begins in the calendar year following the calendar year in which such new Deferral Election
Form is submitted.


 




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(b)   Crediting
of Deferrals of Retainers. Deferrals of an Eligible Director’s Retainers shall be allocated to a Current Stock Unit
Account. As of each Retainer Payment Date, the Company shall credit the Eligible Director’s Current Stock Unit Account with
a number of Elective Stock Units determined by dividing (X) the Deferred Amount of Retainers that otherwise would be paid in cash
on such Retainer Payment Date by (Y) the Fair Market Value of a share of Stock on such Retainer Payment Date.


 


(c)   Deferrals
of Current Stock Units. An Eligible Director may make a Deferral Election to defer receipt of the Current Stock Units to be
earned for a given service period by submitting a Deferral Election Form to the Secretary indicating:


 


(i)       the
Distribution Commencement Date, in accordance with ‎Section 9‎(e); and


 


(ii)      whether
distributions are to be made in a lump sum or installments, in accordance with ‎Section 9‎(g).


 


A Deferral
Election pursuant to this ‎Section 9‎(c) must relate to all Current Stock Units to be earned by an Eligible Director during
a given service period. Deferral Election Forms must be submitted prior to the start of the calendar year during which the services
giving rise to such Current Stock Units to be deferred begin; provided, however, that in the case of an Eligible
Director who is newly elected or appointed to the Board, such Eligible Director’s Deferral Election Form relating to the
Current Stock Units earned during the service period commencing on the date of such election or appointment (that is, 50% of the
Eligible Director’s Initial Stock Units) may be submitted within 30 days after the date of such election or appointment.
In all cases, a Deferral Election Form shall be effective only with respect to Current Stock Units that are earned after the Deferral
Election is made. Deferral Elections (including indications on the Deferral Election Form as to Distribution Commencement Date
and form of distributions), once made, shall be irrevocable. Notwithstanding the foregoing, a Deferral Election may be superseded
with respect to future deferrals of an Eligible Director’s Current Stock Units by submitting a new Deferral Election Form
to the Secretary, in which case such new Deferral Election shall be effective starting with the Current Stock Units earned in
the service period that begins in the calendar year following the calendar year in which such new Deferral Election Form is submitted.


 


(d)   Deferrals
of Career Stock Units. An Eligible Director may elect to defer receipt of the Career Stock Units to be earned for a given
service period by submitting a Deferral Election Form to the Secretary indicating:


 


(i)       the
Distribution Commencement Date for such Career Stock Unit Account, in accordance with ‎Section 9‎(f); and


 


(ii)      whether
distributions are to be made in a lump sum or installments, in accordance with ‎Section 9‎(g).


 


A Deferral
Election pursuant to this ‎Section 9‎(d) must relate to all Career Stock Units to be earned by an Eligible Director during
a given service period. Deferral Election Forms must be submitted prior to the start of the calendar year during which the services
giving rise to such Career Stock
Units to be deferred begin; provided, however, that in the case of an Eligible Director who is newly elected or
appointed to the Board, such Eligible Director’s Deferral Election Form relating to the Career Stock Units earned during
the service period commencing on the date of such election or appointment (that is, 50% of the Eligible Director’s Initial
Stock Units) may be submitted within 30 days after the date of such election or appointment. In all cases, a Deferral Election
Form shall be effective only with respect to the Career Stock Units that are earned after the Deferral Election is made. Deferral
Elections (including indications on the Deferral Election Form as to Distribution Commencement Date and form of distributions),
once made, shall be irrevocable. Notwithstanding the foregoing, a Deferral Election relating to Career Stock Units may be superseded
with respect to future deferrals by submitting a new Deferral Election Form to the Secretary, in which case such new Deferral
Election shall be effective starting with the Career Stock Units earned in the service period that begins in the calendar year
following the calendar year in which such new Deferral Election Form is submitted.


 




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(e)   Distribution
Commencement Date for Current Stock Unit Account. Each Eligible Director shall designate on the Deferral Election Form one
of the following dates as a Distribution Commencement Date with respect to amounts credited to the Current Stock Unit Account
thereafter:


 


(i)       such
Eligible Director’s Service Termination Date;


 


(ii)      the
earlier of (x) a calendar year specified by such Eligible Director (which, if the Deferral Election relates to Elective Stock
Units, shall not be earlier than the calendar year following the year in which occurs the final Retainer Payment Date of the relevant
Deferred Amount and, if the Deferral Election relates to Current Stock Units, shall not be earlier than the calendar year following
the year in which occurs the first anniversary of the date of grant of the relevant Current Stock Units) and (y) the fifth calendar
year following the year in which the Eligible Director’s Service Termination Date occurs; or


 


(iii)     the
earlier to occur of (i) or (ii)(x).


 


For the
avoidance of doubt, it is noted that an Eligible Director who submits separate Deferral Elections for Retainers and Current Stock
Units to be earned during a given service period may designate a separate Distribution Commencement Date for each deferral. Distributions
from an Eligible Director’s Current Stock Unit Account in respect of Current Stock Units as to which an Eligible Director
has not made a Deferral Election will be made, subject to the other provisions of this Plan, on the first anniversary of the date
of grant.


 


(f)   Distribution
Commencement Date for Career Stock Unit Account. Notwithstanding any provision to the contrary in this Plan or any Deferral
Election Form, no amounts credited to an Eligible Director’s Career Stock Unit Account shall be distributed prior to such
Eligible Director’s Service Termination Date. Each Eligible Director may designate on the Deferral Election Form for such
Eligible Director’s Career Stock Unit Account one of the following dates as a Distribution Commencement Date with respect
to amounts credited to the Career Stock Unit Account:


 


(i)       such
Eligible Director’s Service Termination Date; or


 




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(ii)      any
of the second through fifth calendar years following the year in which the Eligible Director’s Service Termination Date
occurs.


 


Distributions
from an Eligible Director’s Career Stock Unit Account in respect of Career Stock Units as to which an Eligible Director
has not made a Deferral Election will be made, subject to the other provisions of this Plan, on the Eligible Director’s
Service Termination Date.


 


(g)   Distribution
Method. An Eligible Director shall state on each Deferral Election Form whether distributions that are subject to such Deferral
Election Form shall be made in:


 


(i)       a
lump sum; or


 


(ii)      no
more than 10 annual installments.


 


Where an
Eligible Director’s Distribution Commencement Date is such Eligible Director’s Service Termination Date, the lump
sum or first annual installment, as applicable, will be paid upon the Eligible Director’s Service Termination Date. The
amount to be distributed in any installment pursuant to a specific Deferral Election Form shall be determined by dividing the
number of Stock Units in the Career Stock Unit Account or Current Stock Unit Account, as the case may be, that are subject to
such Deferral Election Form by the number of remaining installments. If an Eligible Director receives a distribution on an installment
basis, undistributed Deferred Amounts shall remain subject to the provisions of this ‎Section 9.


 


(h)   Form
of Distributions. All distributions from the Cash Account shall be paid in cash. Distributions made from the Current Stock
Unit Account and the Career Stock Unit Account shall be for a number of whole shares of Stock equal to the number of whole Stock
Units to be distributed and cash in lieu of any fractional share (determined by using the Fair Market Value of a share of Stock
on the date on which such distributions are distributed).


 


(i)    Dividend
Equivalents. If there are Stock Units in an Eligible Director’s Current Stock Unit Account or Career Stock Unit Account
on a dividend record date with respect to the Company’s Stock, the Current Stock Unit Account or Career Stock Unit Account,
as applicable, shall be credited, on the dividend payment date for such dividend record date, with an additional number of Stock
Units (“Dividend Equivalents”) equal to:


 


(i)       the
cash dividend paid on one share of Stock; multiplied by


 


(ii)      the
number of Stock Units in such Account on such dividend record date; with the product of (i) and (ii) divided by


 


(iii)     the
Fair Market Value of a share of Stock on the dividend payment date.


 


Dividend
Equivalents credited in respect of Stock Units subject to vesting shall be fully vested upon grant.


 


(j)   No
Effect on Prior Deferral Elections. The provisions of this ‎Section
9 apply to all Deferral Elections made on or after the Stock Unit Transition Date. Nothing herein shall alter
the terms of effective Deferral Elections made prior to the Stock Unit Transition Date.


 




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(k)  Date
of Payment. Unless the Plan Administrator determines otherwise, whenever a Deferral Election specifies a calendar year for
payment of all or a portion of a Deferred Amount, such payment shall be made on January 2 of the specified calendar year.


 


(l)   Rule
of Construction for Timing of Payment. Whenever a Deferral Election or the Plan provides for payment upon a
specified event or date, such payment will be considered to have
been timely made, and neither the Eligible Director nor any of his or her beneficiaries
or estate shall have any claim against the Company for damages based on a delay in payment, and the Firm shall have no
liability to the Eligible Director (or to any of his or her beneficiaries or estate) in respect of any such delay, as long as
payment is made by December 31 of the year in which occurs the applicable specified event or date or, if later, by the 15th day
of the third calendar month following such specified event or date.


 


(m)   Deferral
of Meeting Fees. As of the Stock Option Transition Date, the Company does not pay Meeting Fees. In the event that the Company
determines in the future to pay Meeting Fees to Eligible Directors, and in the case of Meeting Fees deferred prior to the Stock
Option Transition Date, the provisions of this ‎Section
9 relating to elective deferrals of Retainers, and the provisions of ‎Section
11 relating to Stock Elections, shall apply to such Meeting Fees mutatis mutandis; provided, however, that
any Deferred Amount resulting from deferral of all or part of an Eligible Director’s Meeting Fees (other than Meeting Fees
for meetings of the Board or any committee thereof held on the date of an Annual Meeting) will initially be credited to the Cash
Account as of the date on which the Eligible Director becomes entitled to payment of the Meeting Fees, shall thereafter be credited
with Interest Equivalents as calculated under this ‎Section
9‎(m) (such Deferred Amount as increased by such Interest
Equivalents being the “Adjusted Deferred Amount”) and will thereafter be debited from the Cash Account and
credited to the Eligible Director’s Current Stock Unit Account as of the date of the next Annual Meeting following the date
of such meeting (or, if the Eligible Director’s service on the Board terminates prior to the next Annual Meeting following
the date of such meeting, as of the first business day following his or her Service Termination Date), with the number of Stock
Units credited to the Current Stock Unit Account being the amount obtained by dividing (i) the relevant Adjusted Deferred Amount
by (ii) the Fair Market Value of a share of Stock on the date of such Annual Meeting or the Service Termination Date, as applicable.
As of the last day of each fiscal quarter and the Eligible Director’s Service Termination Date, the Eligible Director’s
Cash Account will be credited with an Interest Equivalent equal to (i) the Rate of Interest, multiplied by (ii) the Average Daily
Cash Balance, multiplied by (iii) the number of days during the fiscal quarter or other period during which such Cash Account
had a positive balance, divided by (iv) 365.


 


Section
10.Designation of Beneficiaries


 


An
Eligible Director may designate one or more beneficiaries to receive any distributions under the Plan upon the Eligible Director’s
death, and may change such designation at any time by submitting a new beneficiary designation form to the Secretary.


 




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Section
11.Election to Receive Stock


 


(a)   Election.
An Eligible Director may make a Stock Election to receive all or part of any or all of such Eligible Director’s Retainers
in shares of Stock by submitting a Stock Election Form to the Secretary indicating the Stock Amount. A Stock Election Form shall
be effective only with respect to Retainers payable after the date on which the Secretary receives the Stock Election Form. Each
Stock Election, once made, shall be irrevocable. Notwithstanding the foregoing, a Stock Election may be superseded with respect
to future payments of an Eligible Director’s Retainers by submitting a new Stock Election Form to the Secretary.


 


(b)   Payment
in Stock. As of each Retainer Payment Date, an Eligible Director who has made a Stock Election will receive, in lieu of the
Retainer elected to be received in Stock, a whole number of shares of Stock (but not fractional shares) determined by dividing:


 


(i)       the
amount of the Retainer that is payable to the Eligible Director on the applicable Retainer Payment Date and is subject to a Stock
Election; by


 


(ii)      the
Fair Market Value of a share of Stock on such Retainer Payment Date.


 


In no circumstances
shall an Eligible Director be entitled to receive, or shall the Company have any obligation to issue to the Eligible Director,
any fractional share of Stock. In lieu of any fractional share of Stock, the Eligible Director shall be entitled to receive, and
the Company shall be obligated to pay to such Eligible Director, cash equal to the value of any fractional share of Stock (determined
by using the Fair Market Value of a share of Stock on such Retainer Payment Date).


 


Section
12.Fair Market Value


 


“Fair
Market Value” shall mean, with respect to each share of Stock for any day:


 


(a)   if
the Stock is listed for trading on the New York Stock Exchange, (i) the volume weighted average price of the Stock, reflecting
composite trading between 9:30 a.m. and 4:00 p.m. (Eastern time) on such date, as reported by the Bloomberg Professional Service
on the MS Equity Volume at Price page under the “VWAP” field, at 4:00 p.m. on such date, rounded up to the nearest
whole cent, or, if not so reported, as reported by another third party source to which the
Company has access on such date, or if no such reported sale of the Stock
shall have occurred on such date, on the most recent date on which such a reported sale occurred; or (ii) if the volume weighted
average price is not available from a third party source to which the Company has access on such date or on the most recent date
on which a reported sale occurred, “Fair Market Value” will be the average of the high and low prices of the Stock
as reported on the Consolidated Transaction Reporting System on such date, or if no such reported sale of the Stock shall have
occurred on such date, on the most recent date on which such a reported sale occurred; or


 


(b)   if
the Stock is not so listed, but is listed on another national securities exchange, the closing price, regular way, of the Stock
on such exchange, rounded up to the nearest whole cent, on which the largest number of shares of Stock have been traded in the
aggregate on the preceding twenty trading days, or, if no such reported sale of the Stock shall have occurred
on such date on such exchange, on the most recent date on which such a reported sale occurred on such exchange, or


 




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(c)   if
the Stock is not listed for trading on a national securities exchange, the average of the closing bid and asked prices as reported
by the National Association of Securities Dealers, rounded up to the nearest whole cent, or, if no such prices shall have been
so reported for such date, on the most recent date for which such prices were so reported.


 


Section
13.Issuance of Stock


 


(a)   Restrictions
on Transferability. All shares of Stock delivered under the Plan shall be subject to such stop-transfer orders and other restrictions
as the Company may deem advisable or legally necessary under any laws, statutes, rules, regulations and other legal requirements,
including, without limitation, those of any stock exchange upon which the Stock is then listed and any applicable federal, state
or foreign securities law.


 


(b)   Compliance
with Laws. Anything to the contrary herein notwithstanding, the Company shall not be required to issue any shares of Stock
under the Plan if, in the opinion of legal counsel to the Company, the issuance and delivery of such shares would constitute a
violation by the Eligible Director or the Company of any applicable law or regulation of any governmental authority, including,
without limitation, federal and state securities laws, or the regulations of any stock exchanges on which the Company’s
securities may then be listed.


 


Section
14.Withholding Taxes


 


The
Company may require as a condition of delivery of any shares of Stock that the Eligible Director remit (i) in cash, (ii) by tendering
(or attesting to the ownership of) shares of Stock that the Company determines will not result in unfavorable accounting treatment
or (iii) by the Company withholding shares of Stock, an amount sufficient to satisfy all foreign, federal, state, local and other
governmental withholding tax requirements relating thereto (if any) and, exclusively in the case of an award that does not constitute
a deferral of compensation subject to Section 409A, any or all indebtedness or other obligation of the Eligible Director to the
Company or any of its subsidiaries. In the case of any award that constitutes a deferral of compensation subject to Section 409A,
the Company may not withhold shares of Stock to satisfy obligations that an Eligible Director owes to the Company or any of its
subsidiaries other than with respect to taxes or other governmental charges imposed on amounts received by the Eligible Director
pursuant to such award, except to the extent such withholding is not prohibited by Section 409A and would not cause the Eligible
Director to recognize income for United States federal income tax purposes prior to the time of payment of the award or to incur
interest or additional tax under Section 409A. Any shares tendered or withheld pursuant to this ‎Section 14 will be valued
at Fair Market Value on the relevant payment or exercise date, as applicable.


 


Section
15.Plan Amendments and Termination


 


The
Board may suspend or terminate the Plan at any time, in whole or in part. Termination of the Plan shall not adversely affect the
rights of Eligible Directors in Career Stock Unit Accounts, Cash Accounts and Current Stock Unit Accounts outstanding at the time
of termination. Notwithstanding any termination of the Plan, distributions to Eligible Directors in respect
of their Career Stock Unit Accounts, Cash Accounts and Current Stock Unit Accounts shall be made at the times and in the manner
provided herein.


 




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The
Board may also alter, amend or modify the Plan at any time. These amendments may include (but are not limited to) changes that
the Board considers necessary or advisable as a result of changes in, or the adoption or interpretation of, any law, regulation,
ruling, judicial decision or accounting standards (collectively, “Legal Requirements”). The Board may not amend
or modify the Plan in a manner that would materially impair an Eligible Director’s rights in any Career Stock Unit Account,
Cash Account or Current Stock Unit Account without the Eligible Director’s consent; provided, however, that
the Board may, without an Eligible Director’s consent, amend or modify the Plan in any manner that it considers necessary
or advisable to comply with any Legal Requirement or to ensure that amounts credited to an Eligible Director’s Career Stock
Unit Account, Cash Account or Current Stock Unit Account are not subject to federal, state or local income tax prior to payment.


 


Notwithstanding
the foregoing, if any provision of this Plan would, in the reasonable, good faith judgment of the Company, result in or likely
result in the imposition on any Eligible Director or any other person of any tax, interest or penalty under Section 409A,
the Company may reform this Plan or any provision hereof, without the consent of any Eligible Director, in the manner that the
Company reasonably and in good faith determines to be necessary or advisable to avoid the imposition of such tax, interest or
penalty; provided, however, that any such reformation shall, to the maximum extent the Company reasonably and in
good faith determines to be possible, retain the economic and tax benefits to the Eligible Directors hereunder while not materially
increasing the cost to the Company of providing such benefits to the Eligible Directors.


 


The
Board may delegate to the Plan Administrator its authority under this ‎Section 15 to amend any provision of the Plan for which
approval by the Board (or a committee thereof) is not required under applicable law or the rules of any national securities exchange
on which the Stock is traded.


 


Section
16.Listing, Registration and Legal Compliance


 


If
the Plan Administrators shall at any time determine that any Consent (as hereinafter defined) is necessary or desirable as a condition
of, or in connection with, the granting of any award under the Plan, the issuance or purchase of shares or other rights hereunder
or the taking of any other action hereunder (each such action being hereinafter referred to as a “Plan Action”),
then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained.
The term “Consent” as used herein with respect to any Plan Action means (i) the listing, registrations or qualifications
in respect thereof upon any securities exchange or under any foreign, federal, state or local law, rule or regulation, (ii) any
and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies, or (iii) any
and all written agreements and representations by an Eligible Director with respect to the disposition of Stock or with respect
to any other matter, which the Plan Administrators shall deem necessary or desirable in order to comply with the terms of any
such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification
or registration be made.


 




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Section
17.Right Reserved


 


Nothing
in the Plan shall confer upon any Eligible Director the right to continue as a director of the Company or affect any right that
the Company or any Eligible Director may have to terminate the service of such Eligible Director.


 


Section
18.Rights as a Stockholder


 


Except
as otherwise provided by the terms of any applicable Benefit Plan Trust, an Eligible Director shall not, by reason of any stock
option, Director Stock, Stock Unit or Stock Amount, have any rights as a stockholder of the Company until Stock has been issued
to such Eligible Director.


 


Section
19.Unfunded Plan


 


The
Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any Eligible Director or other person. To the extent any person holds
any rights by virtue of a pending grant or deferral under the Plan, such rights shall be no greater than the rights of an unsecured
general creditor of the Company. Notwithstanding the foregoing, the Company may (but shall not be obligated to) contribute shares
of Stock corresponding to Stock Units to a Benefit Plan Trust, provided that the principal and income of any such Benefit Plan
Trust shall be subject to the claims of general creditors of the Company. The Company may amend the terms of any Benefit Plan
Trust as applicable to any one or more Eligible Directors in order to procure favorable tax treatment for such Eligible Director(s)
or to comply with the laws applicable in any non-U.S. jurisdiction.


 


Section
20.Governing Law


 


The
Plan is deemed adopted, made and delivered in New York and shall be governed by the laws of the State of New York applicable to
agreements made and to be performed entirely within such state.


 


Section
21.Severability


 


If
any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of the Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared
to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such Section or part
of a Section to the fullest extent possible while remaining lawful and valid.


 


Section
22.Notices


 


All
notices and other communications hereunder shall be given in writing and shall be deemed given when personally delivered against
receipt or five days after having been mailed by registered or certified mail, postage prepaid, return receipt requested, addressed
as follows: (a) if to the Company: Morgan Stanley, 1585 Broadway, New York, New York 10036, Attention: Corporate Secretary; and
(b) if to an Eligible Director, at the Eligible Director’s principal residential address last furnished to the Company.
Either party may, by notice, change the address to which notice to such party is to be given.


 




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Section
23.Section Headings


 


The
Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents
of said Sections.


 


Section
24.Definitions


 


As
used in the Plan, the following terms shall have the meanings indicated below:


 


“Account”
means Cash Account, Career Stock Unit Account or Current Stock Unit Account, as applicable.


 


“Adjusted
Deferred Amount” has the meaning set forth in ‎Section 9‎(m).


 


“Annual
Meeting” means an annual meeting of the Company’s stockholders.


 


“Annual
Retainer” means a cash retainer for services as a member of the Board.


 


“Annual
Service Period” means the period from the immediately preceding Annual Meeting until the next succeeding Annual Meeting.


 


“Annual
Stock Units” means the Stock Units awarded to an Eligible Director pursuant to ‎Section 6‎(b).


 


“Average
Daily Cash Balance” means the sum of the daily balances for a Cash Account for any quarter or shorter period for which
the calculation is made, divided by the number of days on which a positive balance existed in such Cash Account.


 


“Awards”
means Initial Awards and Subsequent Awards.


 


“Benefit
Plan Trust” means any trust established by the Company under which Eligible Directors, or Eligible Directors and participants
in designated employee benefit plans of the Company, constitute the principal beneficiaries.


 


“Board”
means the board of directors of the Company.


 


“Career
Stock Unit Account” means a bookkeeping account to which Initial Stock Units and Annual Stock Units are credited pursuant
to ‎Section 6‎(a) and ‎Section 6‎(b).


 


“Career
Stock Units” has the meaning set forth in ‎Section 6‎(b).


 


“Cash
Account” means a bookkeeping account to which Meeting Fees are credited pursuant to ‎Section 9‎(m) or which
had a positive balance as of the Stock Unit Transition Date.


 


“Cause”
means, with respect to any Eligible Director, termination of service on the Board on account of any act of (A) fraud or intentional
misrepresentation, or (B) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any affiliate.


 




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“Committee
Retainer” means a cash retainer for services as a member or chair of any committee of the Board.


 


“Company”
has the meaning set forth in ‎Section 1.


 


“Consent”
has the meaning set forth in ‎Section 16.


 


“Current
Stock Unit Account” means a bookkeeping account to which Deferred Amounts are credited pursuant to ‎Section 6‎(a),
‎Section 6‎(b) or ‎Section 9‎(b).


 


“Current
Stock Units” means Annual Stock Units and Initial Stock Units credited to the Eligible Director’s Current Stock
Unit Account pursuant to ‎Section 6‎(a) or ‎Section 6‎(b).


 


“Deferral
Election” means a deferral election by an Eligible Director made with respect to any Retainers, Director Stock, Initial
Stock Units and/or Annual Stock Units.


 


“Deferral
Election Form” means an election form submitted by an Eligible Director to the Secretary with respect to any Retainers,
Director Stock, or Stock Units.


 


“Deferred
Amount” means any amount, in dollars, of Retainers, Initial Stock Units and/or Annual Stock Units that an Eligible Director
elects to defer, as indicated on the relevant Deferral Election Form.


 


“Director
Stock” means shares of Stock awarded to an Eligible Director for service on the Board. As of the Stock Unit Transition
Date, no additional Director Stock will be awarded under the Plan, but Director Stock remains one of the types of award that the
stockholders of the Company have authorized for the Plan, and nothing herein shall impair the authority of the Board under ‎Section
15 to amend the Plan in the future to provide for awards of Director Stock without obtaining additional stockholder approval.


 


“Disability”
means a “permanent and total disability” as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.


 


“Distribution
Commencement Date” means the date that an Eligible Director elects as the date on which distribution of Deferred Amounts
should begin, as indicated on the relevant Deferral Election Form.


 


“Dividend
Equivalents” has the meaning set forth in ‎Section 9‎(i).


 


“Elective
Stock Units” means Stock Units that an Eligible Director elects to receive in lieu of Retainers pursuant to ‎Section
9‎(a).


 


“Eligible
Directors” has the meaning set forth in ‎Section 2.


 


“Fair
Market Value” has the meaning set forth in ‎Section 12.


 


“Governmental
Employer” has the meaning set forth in ‎Section 8‎(b).


 






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“Governmental
Service Resignation” has the meaning set forth in ‎Section 8‎(b).


 


“Initial
Awards” means any awards made to an Eligible Director pursuant to ‎Section 6‎(a), including any predecessor
version thereof.


 


“Initial
Stock Units” means the Stock Units awarded to an Eligible Director pursuant to ‎Section 6‎(a).


 


“Interest
Equivalent” means an additional amount to be credited to a Cash Account calculated in accordance with ‎Section 9‎(m).


 


“Lead
Director Retainer” means a cash retainer for services as the lead director of the Board.


 


“Meeting
Fees” means fees (if any) payable to an Eligible Director for participation in meetings of the Board or any committee
thereof.


 


“Normal
Retirement” means the termination of service on the Board for retirement at or after attaining age 65, other than for
Cause, Disability or death.


 


“Plan”
has the meaning set forth in ‎Section 1.


 


“Rate
of Interest” means the time weighted average interest rate paid by the Company for a quarter, or such shorter period
from the end of the preceding quarter to an Eligible Director’s Service Termination Date, to institutions from which it
borrows funds.


 


“Retainer”
means the Annual Retainer, the Committee Retainer and/or the Lead Director Retainer, as applicable.


 


“Retainer
Payment Date” means, with respect to any Retainer, the date as of which an Eligible Director becomes entitled to payment
of Retainer.


 


“Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance thereunder
(or any successor provisions thereto).


 


“Service
Termination Date” means the date of an Eligible Director’s termination of service on the Board or such later date
as constitutes the Eligible Director’s separation from service with the Company for purposes of Section 409A.


 


“Stock”
means the Company’s common stock, par value $0.01 per share, and any other shares into which such stock shall thereafter
be changed by reason of any merger, reorganization, recapitalization, consolidation, split-up, combination of shares or similar
event as set forth in and in accordance with ‎Section 4.


 


“Stock
Amount” means the percentage of the Retainers that an Eligible Director elects to have paid in Stock, as indicated on
the relevant Stock Election Form.


 




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“Stock
Election” means an election by an Eligible Director to receive all or a portion of the Eligible Director’s Retainers
in shares of Stock.


 


“Stock
Election Form” means the election form submitted by an Eligible Director to the Secretary as provided in ‎Section
11‎(a).


 


“Stock
Option Transition Date” has the meaning set forth in ‎Section 5‎(a).


 


“Stock
Unit Transition Date” means November 16, 2009.


 


“Stock
Units” means Initial Stock Units, Annual Stock Units and/or Elective Stock Units, as applicable.


 


“Subsequent
Awards” means any awards made to an Eligible Director pursuant to ‎Section 6‎(b), including any predecessor
version thereof.


 






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