EXHIBIT
4.2

       

      MORGAN
STANLEY

       

       

      INVESTMENT
MANAGEMENT ALIGNMENT PLAN

       

      PLAN
DOCUMENT

       

      Amended
as of May 7, 2008

       

      This plan
document sets forth the terms and conditions of the Morgan Stanley Investment
Management Alignment Plan (“IMAP” or
the “Plan”).  The
Plan is intended to increase the alignment of the interests of professional
employees of Morgan Stanley’s Investment Management division (“MSIM”) and
other designated employees of the Firm with the interests of MSIM clients and
shareholders in MSIM funds.  The Plan provides for the establishment
of Accounts for Participants, for administration purposes only, which Accounts
shall at all times represent unfunded and unsecured contractual obligations of
Morgan Stanley.

       

      At the
time of implementation, IMAP consists of three separate programs: (1) the “VK
Program” for designated Van Kampen commission-based Regional Directors,
Regional Vice Presidents and Associate Regional Vice Presidents who are part of
the mutual fund non-affiliated sales group (generally, professionals who market
Van Kampen funds to entities unaffiliated with the Firm), (2) the “Private Markets
Program” for designated MSIM investment professionals dedicated to the
Private Markets investment team in the Alternative Investments Partners
Department (“AIP”) of
the Alternative Investments Division (formerly the Strategic Investment
Division) and other designated senior professional employees and senior
management employees in the Alternative Investments Division, and (3) the
“IM
Program” for designated MSIM employees, including without limitation
investment professionals dedicated to both the Private Markets and Liquid
Markets investment teams in AIP, investment professionals dedicated to the
Liquid Markets investment team in AIP, and other investment professionals
working in the Alternative Investments Division.  As described herein,
the Administrator may delete or limit programs under the Plan with respect to
certain groups of employees and add or expand programs under the Plan for other
groups of employees from time to time.  The Private Markets Program
and other programs under the Plan may, if the Administrator so determines, be
structured and maintained to qualify as a Top Hat Plan.  Unless
otherwise noted, references herein to IMAP or the Plan include the VK Program,
the Private Markets Program, the IM Program and any other program created under
the Plan from time to time.

       

      Capitalized
terms used herein without definition have the meanings set forth in Section 21
or the applicable Award Certificate.  The terms and conditions set
forth in this plan document shall govern all incentive awards under the Plan,
unless otherwise determined by the Administrator and set forth in the applicable
Award Certificate.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                1.

              	
                Purposes and General
      Provisions.

              


      

       

      IMAP is a
long-term incentive plan.  Its primary purpose is to align the
interests of Eligible Employees with those of MSIM clients and shareholders in
MSIM funds by providing for long-term incentive awards that are notionally
invested in referenced MSIM funds as provided herein.  Subject to the
terms and conditions of the Plan set forth herein and of the applicable Award
Certificate, Eligible Employees in certain programs under the Plan may be able
to express a preference as to how they would like their Account Value to be
notionally allocated among the Notional Investments available under the Plan for
purposes of measuring the increase or decrease in the value of their
Account.

       

      
        	
              	
                2.

              	
                Administration.

              


      

       

      
        	
              	
                (a)

              	
                Authority.

              


      

       

      (i)            Morgan
Stanley is the sponsor of IMAP.  The Compensation Committee is
responsible for administering IMAP, including, without limitation, adopting
rules and procedures for determining the Notional Investments offered,
determining the terms and conditions of a Participant’s Award or Account Value
and interpreting the Plan provisions, Award Certificates and any Descriptive
Materials.  The Compensation Committee may, in its sole discretion,
delegate some or all of its authority and responsibilities pursuant to IMAP to a
committee of the Firm or to one or more senior officers of the Firm, such as
Morgan Stanley’s Chief Administrative Officer, and may provide that any
committee of the Firm to which, or any senior officer of the Firm to whom, it
delegates authority to administer the Plan may further delegate such authority
to one or more officers of the Firm.

       

      (ii)           The
Compensation Committee and any committee of the Firm to which, or any officer of
the Firm to whom, authority to administer the Plan is delegated pursuant to
Section 2(a)(i), and all members of any such committee are referred to herein,
insofar as they are acting pursuant to authority granted or delegated pursuant
to the Plan, as the “Administrator”.  Each
interpretation, determination or other action made or taken pursuant to the Plan
by the Administrator from time to time shall be made or taken in its sole
discretion and shall be final, binding and conclusive on all
persons.

       

      (b)           No
Liability.  The Administrator shall not be liable for anything
whatsoever in connection with the administration of IMAP, including, without
limitation, any interpretation, determination or other action taken or not taken
in administering IMAP, except the Administrator’s own willful
misconduct.  In the performance of its functions with respect to IMAP,
the Administrator shall be entitled to rely upon information and advice
furnished by the Firm’s officers, the Firm’s accountants, the Firm’s counsel and
any other party the Administrator deems necessary, and the Administrator shall
not be liable for any interpretation, determination or other action taken or not
taken in reliance upon any such advice.

       

      
        
          
          

        

        
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                  3.

                	
                  Eligibility.

                


        

      

       

      The
Administrator will determine the eligibility criteria applicable for each Award
granted under the Plan and Awards granted under any program under the
Plan.  In the case of any program that is intended to qualify as a Top
Hat Plan, the Administrator may establish or adjust eligibility criteria that in
its judgment are appropriate to maintain such qualification.

       

      
        	
              	
                4.

              	
                Awards.

              


      

       

      The
Administrator will determine the type and quantum of each Award. Each such
determination may, in the sole discretion of the Administrator, apply with
respect to an individual Participant, certain categories of Participants or
Participants in certain programs under the Plan.

       

      
        	
              	
                5.

              	
                Vesting and Other
      Terms.

              


      

       

      The
Administrator will determine the vesting schedule, as well as any other
restrictions, applicable to a Participant’s Account Value (which may include,
without limitation, the effects of termination of employment and cancellation of
the Account Value under specified circumstances).  The Administrator
may also establish other terms and conditions applicable to a Participant’s
Account Value, including, without limitation, the consequences of a
Participant’s death.  The vesting schedule and any such other
restrictions or terms and conditions will be set forth in the applicable Award
Certificate.

       

      
        
          	
                	
                  6.

                	
                  Accounts.

                


        

      

       

      (a)          Credits and Charges to a
Participant’s Account.  A Participant’s Award shall be credited
to the Participant’s Account as of a date determined by the
Administrator.  A Participant’s Account shall also be credited (or
debited) with returns on the Participant’s Notional Investments following the
date on which the Participant’s Awards are credited.  A Participant’s
Account Value shall be reduced to reflect any distributions to the Participant
or any of the Participant’s Beneficiaries.

       

      
        
          	
                	
                  (b)

                	
                  Notional Allocation
      Parameters.  

                


        

      

       

      (i)          
The Administrator will establish rules for how a Participant’s Account Value
shall be notionally allocated among the available Notional
Investments.  It is expected that these rules will vary based on job
function and investment discipline differences.  The Administrator may
determine that, for certain categories of Participants or Participants in
certain programs under the Plan, the entire Account Value will be notionally
allocated to a single Notional Investment or notionally allocated in fixed
percentages among two or more referenced Notional Investments.  The
Administrator may also determine for certain categories of Participants, or
Participants in certain programs under the Plan, minimum and/or maximum
percentages of their Account Value that must be notionally allocated to
referenced Notional Investments (for example, Referenced

       

      
        
          
          

        

        
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      Funds
that they manage or directly support).  The notional allocation
requirements applicable to a Participant will be communicated to the Participant
by means of the applicable Award Certificate or the Descriptive Materials or
through such other means of communication as the Administrator may
select.

       

      (ii)           To
the extent that the notional allocation rules established by the Administrator
permit a Participant to request changes to the notional allocation of all or a
portion of the Participant’s Account Value among the Notional Investments then
available under IMAP, any such request shall be made in accordance with
procedures and at such times as established by the Administrator from time to
time.  In this regard, it is noted specifically that the Administrator
may determine, and may change from time to time, (i) the frequency of permitted
notional reallocations and (ii) the minimum percentage of the Account Value that
is required, and the maximum percentage of the Account Value that is permitted,
to be notionally allocated to one or more Notional Investments, and, in each
case, such changes may apply to existing as well as future notional allocations
to Notional Investments.  Without limiting the generality of the
preceding sentence, the Administrator may make changes in order, among other
things, to reflect limitations or restrictions that would apply to actual
investors in the Referenced Funds.  No notional reallocation that a
Participant requests shall be honored to the extent that it would conflict with
the minimum and/or maximum notional allocation requirements that the
Administrator may establish from time to time.

       

      (c)           Notional Allocations
Generally.  The notional allocation of a Participant’s Account
Value will remain at the ultimate discretion of the Firm and will be made
exclusively for the purpose of determining the Participant’s Account Value from
time to time in accordance with IMAP.  Participant Accounts will not
be invested in the Referenced Funds, and Participants will not become direct
investors in any of the Referenced Funds by virtue of their participation in
IMAP.

       

      (d)           Determination of Account
Value.  The Administrator shall from time to time calculate
each Participant’s Account Value based on the Participant’s Awards and the
deemed notional allocation of the Participant’s Account among the Notional
Investments available to the Participant.  Such calculation will be
based on the best information available to the Administrator as of the date of
determination, which information may include estimates.  Subject to
the terms and conditions of IMAP, the rate of return of any Notional Investment
over the relevant measurement period will track the performance of the relevant
Referenced Fund.  Following the commencement of distribution of a
Participant’s Account Value to the Participant, the Administrator shall continue
to calculate the Participant’s Account Value from time to time in the manner
described above, taking into account distributions from the Participant’s
Account.  The Firm’s valuation of a Participant’s Account Value shall
be conclusive and binding.

       

      
        	
              	
                (e)

              	
                Selection of Notional
      Investments; Conflicts of
Interest.

              


      

       

      (i)         
The Administrator shall choose the Notional Investments available under
IMAP.  The Notional Investments available from time to time will
be

       

      
        
          
          

        

        
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      indicated
on the Executive Compensation Department website or through other means that the
Administrator shall determine and communicate to Participants from time to
time.  The Firm may provide a Participant with a description of the
Referenced Funds and their historical returns; however, the Firm is not
responsible for actions, statements or performance of the Referenced
Funds.

       

      (ii)          The
Administrator may choose the Notional Investments available under the Plan based
on a variety of factors, which may include, without limitation, the Firm’s own
business interests and its relations with the Referenced Funds or parties
affiliated with the Referenced Funds.  Participants should be aware of
the existence of actual and potential conflicts of interest with the Firm and
are considered to waive any claim with respect to the existence of any conflict
of interest and the Administrator may require each Participant to affirmatively
make such acknowledgment and waiver.

       

      (iii)         The
performance of each Notional Investment shall reflect all of the fees and costs
of the Referenced Fund, including, without limitation, brokerage and other fees,
which the Referenced Fund may pay to the Firm if the Firm provides certain
services to the Referenced Fund.  The Firm may also act as the
investment advisor or provide other services to the Referenced Fund and receive
fees for providing these services.  Fees paid by a Referenced Fund
will reduce the performance of the Referenced Fund (and accordingly the
performance of the Notional Investment) and, therefore, will reduce the Firm’s
incentive payment obligations to Participants.

       

      (f)           Right to Change Notional
Investments and Notional Allocations Thereto.  The
Administrator may, from time to time in its sole discretion, change the Notional
Investments available to Participants or notionally allocate a Participant’s
Account to different Notional Investments than those requested by the
Participant.  Among other things, this means that the Firm has the
absolute right to replace a Participant’s Notional Investments with different
Notional Investments and/or impose additional investment conditions and
restrictions on the Notional Investments (including restrictions on a
Participant’s ability to notionally allocate into, or notionally reallocate away
from, a Notional Investment).  Nothing in this plan document, any
Award Certificate or any Descriptive Materials shall be construed to confer on a
Participant the right to continue to have any particular Notional Investment
option available for purposes of measuring the value of the Participant’s
Account.

       

      (g)          Amounts at
Risk.  The value of a Participant’s Account is subject to risk
at all times based upon the performance of the Notional Investments to which the
Participant’s Account is notionally allocated.  If the value of a
Participant’s Notional Investments decreases in the future, the value of the
Participant’s Account may be lower than the Participant’s original
Awards.  Although a Participant will not be an investor in the
Referenced Funds underlying the Notional Investments, a Participant’s Account
will be subject to gains and losses attributable to the performance of the
Notional Investments to which the Participant’s Account Value is notionally
allocated.  In effect, the Firm is merely targeting the return and
liquidity on such Notional Investments.  Participants
will

       

      
        
          
          

        

        
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      be
subject to the risks that an actual investor in such Notional Investments would
incur.  To the extent that an actual investor in any such Notional
Investment would incur costs in connection therewith, the Firm may adjust the
return on a Participant’s Notional Investments to reflect these
costs.  Payment of the Participant’s Account is also subject to the
risks associated with the Participant’s status as an unsecured general creditor
of Morgan Stanley as described in Section 9.

       

      (h)           Administration
Fees.  In the
discretion of the Administrator, Awards may be subject to a one-time set-up fee
and Account Values may be subject to a periodic administration fee
(collectively, the “Administration
Fees”) determined by the Administrator from time to time and set forth in
the applicable Award Certificate.  The Administration Fees are
separate from any fees applicable to the Notional Investments and the related
Referenced Funds, which are reflected in the net returns credited to a
Participant’s Account.  Without limiting the generality of the two
preceding sentences, in connection with hedge funds, hedge fund indices and
other alternative Notional Investments offered under IMAP, to the extent
offerings of such Notional Investments result in unpredictable expenses or costs
to the Firm, the Firm has the absolute right to impose additional fees on a
Participant’s Account Value.

       

      (i)           
Other
Plans.  If a Participant becomes eligible to participate in
IMAP or a program similar to IMAP with respect to any other award, or if a
Participant has already received awards pursuant to another incentive plan, the
Firm may, for administrative convenience, maintain a single Account to record a
Participant’s awards delivered under such plans or programs (and amounts
credited to or debited from such awards) under IMAP and any similar
programs.  The portion of a Participant’s Account corresponding to
each Award shall be governed by the terms and conditions applicable to each such
Award.

       

      7.            Manner of
Payment.

       

      (a)           Form of
Payment.  Unless the Firm determines otherwise in its sole
discretion, all payments under IMAP to a Participant (or a Participant’s
Beneficiary) shall be made in the Participant’s (or Beneficiary’s) local
currency.

       

      (b)           Payment
Date.  Payments of a Participant’s Account will be made at such
time or times as the Administrator shall determine at the time the Award is
granted.  The Administrator may provide for a different payment
schedule for certain Participants or certain categories of Participants (such as
Participants in a designated program or designated programs) based on such
considerations as the Administrator considers appropriate (which may include the
liquidity of the Referenced Funds to which the Account Values of such
Participants are indexed).

       

      (c)           Required Notional
Reallocations.  The Administrator shall determine the value of
all distributions under IMAP.  Prior to any distribution, the
Administrator may require a Participant to notionally reallocate a portion of
the Account Value out of the Participant’s current Notional Investments during
the next notional reallocation period into other designated Notional
Investment(s) in order to ensure that

       

      
        
          
          

        

        
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      the
Participant’s distribution payment(s) can be made in full and on
time.  The Administrator may notionally reallocate a Participant’s
Account Value to ensure that the Participant satisfies this Section
7(c).

       

      (d)           No Withdrawals or
Loans.  Except for distributions made in accordance with the
terms of IMAP, a Participant shall have no rights to make withdrawals or loans
from the Participant’s Account for any reason.

       

      8.            
Termination and
Amendment.

       

      The
Administrator may, at any time, terminate IMAP or any program under IMAP in
whole or in part as to some or all Participants.  No further Awards
shall be granted to affected Participants after the effective date of any
termination.  Termination of IMAP shall not result in early
distributions to Participants, and distributions shall instead be made to
Participants on the same schedule as if IMAP had not been
terminated.  The Administrator may also alter, amend or modify IMAP,
any program under IMAP or any Award Certificate at any time in its sole
discretion.  These amendments may include (but are not limited to)
changes that the Administrator considers necessary or advisable as a result of
changes in any, or the adoption or interpretation of any new, Legal
Requirement.  Notwithstanding anything to the contrary in any
Descriptive Materials, the Administrator may not amend or modify IMAP, any
program under IMAP or any Award Certificate in a manner that would materially
impair a Participant’s rights, if any, in the Account without the Participant’s
consent; provided,
however, that the
Administrator may, without a Participant’s consent, amend or modify IMAP, any
program under IMAP or any Award Certificate in any manner that the Administrator
considers necessary or advisable to comply with any Legal Requirement or to
ensure that neither the entirety nor any part of a Participant’s Account Value
is subject to United States federal, state or local income tax or any equivalent
taxes in territories outside the United States prior to payment or to any
interest or penalty tax.  To the extent necessary or advisable to
comply with the Legal Requirements of any non-U.S. jurisdiction in which the
Firm implements the Plan, the Firm may supplement the Plan and/or any Award
Certificate with an International Supplement.

       

      The
Administrator shall notify Participants of any termination of IMAP or any
amendment of IMAP that is material, and shall notify affected Participants of
any amendment that affects such Participants’ rights, if any.  Any
amendment or waiver of a provision of IMAP or any Award Certificate (other than
any amendment or waiver applicable to all Participants generally), which
amendment or waiver operates in a Participant’s favor or confers a benefit on a
Participant, must be in writing and signed by the Global Director of Human
Resources or the Chief Administrative Officer of Morgan Stanley (or if such
positions no longer exist, by the holder of an equivalent position) to be
effective.

       

      9.          
  IMAP
Unfunded.

       

      IMAP is
an unfunded incentive plan.  A Participant’s Account represents at all
times an unfunded and unsecured contractual obligation of Morgan
Stanley.  Each

       

      
        
          
          

        

        
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      Participant
and Beneficiary is an unsecured general creditor of Morgan Stanley with respect
to all obligations owed under IMAP.  Amounts payable under IMAP shall
be satisfied solely out of the general assets of Morgan Stanley, subject to the
claims of its creditors.  A Participant and a Participant’s
Beneficiaries will not have any interest in any fund or in any specific asset of
Morgan Stanley of any kind by reason of any amount credited to the Participant
under IMAP, nor shall a Participant or any Beneficiary or any other person have
any right to receive any distribution under IMAP except as, and to the extent,
expressly provided in this plan document or the Award
Certificate.  Morgan Stanley will not segregate any funds or assets to
provide for the distribution of a Participant’s Account Value or issue any notes
or securities for the payment thereof.

       

      10.           No Investment
Obligation.

       

      The Firm
has no obligation to invest amounts corresponding to a Participant’s Awards or
Account Value and/or any appreciation thereon (including, without limitation, in
the Referenced Funds tracked by the Notional Investments a Participant
requests).  If the Firm invests amounts corresponding to Awards or
Account Values in any Referenced Fund, such investment shall not confer on a
Participant any right or interest in any such Referenced Fund.  The
Participant will have no ownership or other interest in any financial or other
instrument or arrangement that Morgan Stanley may acquire or enter into to hedge
its obligations under IMAP.

       

      11.          
Taxes and Withholding;
Other Obligations.

       

      (a)            Taxes and
Withholding.  As a condition to any payment or distribution
pursuant to IMAP, the Firm may require a Participant to pay such sum to the Firm
as may be necessary to discharge the Firm’s obligations with respect to any
taxes, assessments or other governmental charges, whether of the United States
or any other jurisdiction, imposed on such payment or
distribution.  In the discretion of the Firm, the Firm may deduct or
withhold such sum from the payment or distribution to which such taxes,
assessments or other governmental charges relate.  The Firm may not
deduct or withhold such sum from any other amount payable to the Participant,
whether pursuant to IMAP or otherwise, except to the extent such deduction or
withholding is not prohibited by Section 409A and would not cause the
Participant to recognize income for United States federal income tax purposes
prior to the time of payment of any amount hereunder or to incur interest or
additional tax under Section 409A.

       

      (b)           Other
Obligations.  The Firm shall have no authority to withhold any
amount from a payment or distribution pursuant IMAP for the purpose of
satisfying all or any part of an obligation that a Participant owes to the Firm,
except (i) to the extent authorized under Section 11(a) relating to tax and
other withholding obligations or, otherwise, (ii) to the extent such withholding
is not prohibited by Section 409A and would not cause the Participant to
recognize income for United States federal income tax purposes prior to the time
of payment of any amount hereunder or to incur interest or additional tax under
Section 409A.

       

      
        
          
          

        

        
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      12.           Nontransferability.

       

      A
Participant may not assign, sell, garnish, transfer, pledge or encumber the
Participant’s interests in IMAP, other than as provided in Section 13 (which
allows a Participant to designate a Beneficiary or Beneficiaries in the event of
the Participant’s death) or by will or the laws of descent and
distribution.  This prohibition includes any assignment or other
transfer that purports to occur by operation of law or
otherwise.  During a Participant’s lifetime, payments shall be made
only to the Participant.  The terms and conditions of IMAP are binding
on, and shall benefit, Morgan Stanley and its successors and assigns, and the
Participants, their Beneficiaries, heirs, legatees and personal
representatives.

       

      13.           Designation of a
Beneficiary.

       

      A
Participant may make a written designation of a Beneficiary or Beneficiaries to
receive all or part of the Participant’s IMAP payments to be paid under IMAP in
the event of the Participant’s death.  To make a Beneficiary
designation, a Participant must complete and submit a designation of beneficiary
form with the Executive Compensation Department pursuant to procedures the
Administrator may establish from time to time.  A Participant may
revoke or change the Participant’s designation at any time.

       

      14.           Claims
Procedure.

       

      The
Administrator may establish procedures from time to time pursuant to which the
Administrator will process claims by Participants with respect to
IMAP.

       

      15.           Commodity Exchange Act
Compliance.

       

      Morgan
Stanley may file with the National Futures Association a notice claiming an
exclusion from the definition of the term “commodity pool operator” (“CPO”)
under the Commodity Exchange Act, as amended, and the rules of the Commodity
Futures Trading Commission promulgated thereunder, with respect to its operation
of IMAP or any program under IMAP and, accordingly, is not subject to
registration or regulation as a CPO of IMAP or any such
program.  Morgan Stanley reserves the right to modify IMAP or any
program under IMAP to ensure that it is not subject to registration or
regulation as a CPO.

       

      16.           No Right to Continued
Employment or Participation.

       

      Neither
IMAP nor any interpretation, determination or other action taken or omitted to
be taken pursuant to IMAP shall be construed as guaranteeing a Participant’s
employment with the Firm or within MSIM, a discretionary bonus or any particular
level of bonus, compensation or benefits or as giving a Participant any right to
continued employment, during any period, nor shall they be construed as giving a
Participant any right to be reemployed by the Firm following any termination of
employment.  In addition, neither IMAP nor any interpretation,
determination or other action taken or omitted to be taken pursuant to IMAP
shall be deemed to create or confer

       

      
        
          
          

        

        
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      on a
Participant any right to participate in IMAP, or in any similar program that may
be established by the Firm, in respect of any Fiscal Year.

       

      17.           Compliance with Local
Law.

       

      The
Administrator may modify the terms and conditions of IMAP to comply with the
applicable requirements of local laws.

       

      18.           Conflicts.

       

      In the
event of any conflict or inconsistency between IMAP plan document and any Award
Certificate or any of the Descriptive Materials, the plan document shall govern
and the Award Certificate and any Descriptive Materials shall be interpreted to
minimize or eliminate any such conflict or inconsistency; provided, however, that to the extent
the Administrator amends or modifies any term or definition set forth herein in
accordance with Section 21, such modified term or definition will be
communicated to the Participant in the applicable Award Certificate and shall
govern; and, provided,
further, that to the
extent the Administrator amends or modifies any term or definition set forth
herein in accordance with Section 8 to comply with the Legal Requirements of any
non-U.S. jurisdiction in which the Firm implements the Plan, such modified term
or definition will be communicated to the Participant in the applicable
International Supplement and shall govern.

       

      19.           Governing
Law.

       

      IMAP and
the related legal relations between a Participant and the Firm shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to any conflicts or choice of law rule or principle that might otherwise
refer the interpretation of the Award or Account Value to the substantive law of
another jurisdiction.

       

      20.           Construction.

       

      The
headings in this plan document have been inserted for convenience of reference
only and are to be ignored in any construction of IMAP.  Use of one
gender includes the other, and the singular and plural include each
other.

       

      21.           Defined
Terms.

       

      Unless
determined otherwise by the Administrator and set forth in the applicable Award
Certificate, the following terms shall have the indicated meanings:

       

      (a)           “Account”
means the bookkeeping account maintained on the books and records of Morgan
Stanley in a Participant’s name to record Awards and credits or debits thereto
in accordance with IMAP.  An Account is established only for purposes
of tracking Notional Investments and not to segregate assets or to identify
assets that may be used to make payments under IMAP.

       

      
        
          
          

        

        
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      (b)           “Account
Value” means the amount reflected on the books and records of Morgan
Stanley as the value of a Participant’s Account at any date of determination, as
determined in accordance with IMAP.

       

      (c)           “Award”
means the initial value of an incentive award granted to a Participant under
IMAP.

       

      (d)           “Award
Certificate” means a written or electronic document which, for each
specified Award and related Account Value, sets forth those terms and conditions
of IMAP that, pursuant to the terms of this plan document, are to be
communicated in an Award Certificate, including terms and definitions that are
not otherwise set forth herein or that the Administrator has determined to
modify from those set forth herein.  With respect to Participants
employed outside the United States, references in this Plan to an Award
Certificate shall include the International Supplement.

       

      (e)           “Beneficiary”
means the person designated by a Participant pursuant to Section 13 to receive
any payments under the Plan in the event of the Participant’s
death.

       

      (f)         
  “Compensation
Committee” means the Compensation, Management Development and Succession
Committee of the Board of Directors of Morgan Stanley.

       

      (g)           “Descriptive
Materials” means any term sheets, brochures or other materials relating
to IMAP, whether in written or electronic form, that are distributed to or made
available to Eligible Employees.

       

      (h)           “Eligible
Employees” means employees of the Firm whom the Administrator determines
pursuant to Section 3 to be eligible for an Award under IMAP.

       

      (i)           
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations thereunder.

       

      (j)          
 “Executive
Compensation Department” means Morgan Stanley’s Executive Compensation
Department or any other department of Morgan Stanley that succeeds to the
functions of the Executive Compensation Department.

       

      (k)           The
“Firm”
means Morgan Stanley (including any successor thereto), together with its
subsidiaries and other affiliates.

       

      (l)           
“Fiscal
Year” means a fiscal year of Morgan Stanley.

       

      (m)           “International
Supplement” means a written or electronic document that amends, deletes
or supplements the terms and conditions of the Plan or an Award Certificate with
respect to Participants employed outside the United
States.   With respect to Participants employed outside the
United States, references in this Plan to an Award Certificate shall include the
International Supplement.

       

      
        
          
          

        

        
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      (n)           “Legal
Requirement” means any law, regulation, ruling, judicial decision,
accounting standard, regulatory guidance or other legal
requirement.

       

      (o)           “Notional
Investments” means the Referenced Funds or other investment vehicles used
to measure the return (positive or negative) to be attributed to
Awards.  For the avoidance of doubt, a Participant’s interest in any
Notional Investment shall be notional.

       

      (p)           “Participant”
means an Eligible Employee who receives an Award under IMAP.

       

      (q)           “Referenced
Fund” means the fund(s) or other investment vehicle(s) to which a
Notional Investment relates.

       

      (r)         
  “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).

       

      (s)           “Top Hat
Plan” means a plan, including a program under IMAP, that is intended to
qualify as a plan maintained for a select group of highly compensated or
management employees within the meaning of ERISA.

       

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

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