1. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Europe Update 12 November 2002 Morgan Stanley

2. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley - European Overview Morgan Stanley 1 Morgan Stanley Europe Investment Management Institutional Investment Management Private Equity Individual Investor Group Private Wealth Management EquityFixed Income Institutional Securities Investment Banking Consumer Banking Group Consumer Banking Group International Investment Banking Division Mergers, Acquisitions & Restructuring Real Estate Group Corporate Finance Global Capital Markets Equity CapitalDebt CapitalMarkets Securitised Products Group

3. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley’s European Presence Morgan Stanley UK (1977) France (1990) Germany (1987) Ireland (1998) Italy (1989) Luxembourg (1989) Netherlands (1997) Portugal (2000) Russia (1994) Spain (1993/1999) Sweden (1999) Switzerland (1986) Israel (2001) South Africa (1994) 2

4. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Revenues 1996 and 2001 Morgan Stanley 3 Global and European Revenues Europe 18% Europe 12% 19962001 Global Revenues $12,023MM European Revenues $1,429MM Global Revenues $21,896MM European Revenues $3,986MM Source Morgan Stanley 10-K Filings and Morgan Stanley

5. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Market Conditions Morgan Stanley 4 Market Conditions 2002 vs. 2001 (1) % Change in US$ Volume Announced M&A Volume Completed M&A VolumeDebt Underwriting Equity Underwriting Source Thomson Financial Securities Data 29% 28% 26% 30% Note 1.1 January to 31 October

6. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Dollar Volume (1) $ Bn The M&A Cycle: European Announced Transactions Morgan Stanley 5 Notes 1.Includes announced transactions, each with an aggregate value of $100 MM or more. Includes transactions with estimated values. Excludes terminated transactions. Future terminations of pending transactions will reduce totals shown 2.As of 31 October 2002 Source Thomson Financial (2)

7. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley European M&A Activity 6 Source Thomson Financial Notes 1.Includes announced transactions each with an aggregate value of $100 MM. As of 31 October 2002 2.GIG includes Aerospace, Automotive, Building Prods/Construction, Metal/Mining, Transportation 3.Includes - Biotech/Chemicals/Healthcare, Consumer Prods, Retail/Wholesale, Casino/Gaming/Entertainment, Business Svcs, Textiles Source Thomson Financial (2)(3) Transaction Volume by Industry (1) % Transaction Volume by Region (1) % (2) (3)

8. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European M&A Activity (cont’d) Morgan Stanley 7 Announced European Transactions - ‘02 YTD (1) $ Bn Mergers and Acquisitions Completed - ‘02 YTD (1) $ Bn Note 1.2002 YTD data reflects transactions announced from January 1 through 31 October 2002 Market Share (%) 29.525.223.222.118.618.317.516.816.713.9Market Share (%) 21.420.419.718.718.318.017.816.7 16.4 Source Thomson Financial UBS Warburg Morgan Stanley JP Morgan Deutsche Bank CSFBCitigroup/ SSB Merrill Lynch LazardLehmanRothschildMorgan Stanley Goldman Sachs JP Morgan Deutsche Bank Merrill Lynch RothschildCitigroup/ SSB CSFBUBS Warburg Lehman Brothers

9. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley Bond Market Environment 8 Debt Issuance by Sector $US Bn Government Yields (%) Corporate Absolute Yields (%) Note 1.2002 YTD data reflects transactions announced from 1 January through 31 October 2002 Source Capital Bondware Source Bloomberg

10. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley Corporate Issuance - 1999-2002 YTD Corporate Issuance (1) Bn Note 1.As of 7 November 2002 9 Source Capital Bondware

11. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley 10 Rating Distribution in Euros (%) Source Capital Bondware 2001 2002 YTD Rating Distribution in Sterling (%) Rating Distribution in USD (%) Source Capital BondwareSource Thomson Financial Note 1.As of 31 October 2002 2001 2002 YTD 2001 2002 YTD Corporate Issuance - 2001-2002 YTD (1)

12. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Securitisation Market Morgan Stanley 11 European ABS Issuance: 1996-2002 YTD $ Bn Source Morgan Stanley Research (1) Note 1.As of 31 October 2002

13. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Securitisation Issuance Morgan Stanley 12 Source Morgan Stanley Research European ABS Issuance by Country % European ABS Issuance by Asset Class % 2001 Source Morgan Stanley Research 2002 YTD (1) Note 1.As of 31 October 2002

14. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Global High Yield Market Trends Morgan Stanley Global Issues 1996-2002 YTD (1) US$ Bn Source Morgan Stanley Database European Issues 1996-2002 YTD (1) US$ Bn Source Morgan Stanley Database 5.5%5.2%11.0%17.4%26.6%8.7% European as a % of Total: 8.4% 3.4%27.8%31.4%52.5%66.4%90.3% Non-USD Issues as a % of Total: 67.1% 13 Note 1.As of 31 October 2002

15. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Equity Secondary Trading Volumes Morgan Stanley 14 European Equity Traded Volumes $ Bn Source Data provided directly from exchanges and Morgan Stanley estimates Note 1.As of 31 October 2002

16. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Efficiency Gains in Securities Processing Morgan Stanley 15 Morgan Stanley Institutional Securities Trading Volume and Costs Indexed, Europe Source Morgan Stanley (1) Note 1. External costs include Clearing and Agent Bank expenses but exclude brokerage and exchange fees YTD

17. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Asset Management The European Market Opportunity Morgan Stanley 16 2001 Global Assets Under Management $ Trillion Source “The Future of Asset Management in Europe”, Sept. 2002, Oliver Wyman & Co. / UBS 2001 Asset Ownership by Source $ Trillion Source “The Future of Asset Management in Europe”, Sept. 2002, Oliver Wyman & Co. / UBS

18. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley Investment Management Tokyo Mumbai Amsterdam London New York Philadelphia Houston Chicago Singapore San Francisco 6 th largest fixed income manager in the US Top 20 institutional manager in the US Top 10 foreign asset manager in Japan 1 st foreign manager to be awarded Enhanced Fund Manager status Largest foreign mutual fund manager in Italy 3 rd largest foreign fund company in Spain 17 Morgan Stanley SICAV (Societe d'Investissement a Capital Variable) receives 26 prestigious investment performance awards from Standard & Poor’s in 2002 2 nd Place European Funds – larger managers over 5 years category by Standard & Poor’s Morgan Stanley Source Morgan Stanley Investment Management, Pensions & Investments, InvestorForce, Nelson Marketplace

19. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Private Wealth Management Morgan Stanley 18 Source The Boston Consulting Group, Global Wealth 2001 Global Net Investible Assets € TrillionCAGR ’00-’05E 12% 10% 5% PWM target segments European High Net Worth Individuals (1) Source The Boston Consulting Group, Global Wealth 2001 Number of European High Net Worth Individuals: Total: 5,187,000 Note 1.HNW individuals defined as having $3 MM of liquid assets

20. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Four Key trends are crystallizing and changing the factors of success on the market European Private Wealth Management Key Market Trends Morgan Stanley 19 Evolution of the nature of wealth Customer expectations Rules of the game Globalisation Source The Boston Consulting Group, Global Wealth 2001

21. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 European Credit Cards Business A Large and Highly Competitive Market Morgan Stanley 20 UK Overall Market Growth Cards MM/Loans £ Bn Source British Bankers’ Association

22. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 The Competitive Landscape - Europe 1997 - 2002 YTD (1) Market Share Morgan Stanley 21 Announced European M&A % of US$ Volume Source Thomson Financial European Equity Issues (2) % of US$ Volume Source Thomson Financial/IFR International Bond Issuance (3) % of US$ Volume Source Bondware European Securitization % of US$ Volume Source Euroweek and Morgan Stanley Notes 1.October 31, 2002 2.Includes Equity and Equity Linked issues 3.Includes European debt issuance excluding US market. Excludes national banks

23. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Vision and Values Our Culture is Our Competitive Advantage Morgan Stanley 22 Connecting people, ideas and capital, we will be the world’s First Choice for achieving financial aspirations First Choice Core Values 6.Client Centricity 1.Integrity 3.Entrepreneurial Spirit 5.Team Work 2.Excellence 4.Respect for Individuals and Cultures

24. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Requirements for Success Importance of Culture Morgan Stanley “By general consensus in the investment banking community, there is something special about Morgan Stanley's London office” “…what keeps them here is a team culture, a sense that this is a meritocracy…” Fortune, Best Companies to Work for – 10 Great Companies in Europe (February 4, 2002) 23 “…[Morgan Stanley’s] recent success has been nothing short of sensational.” “Several employees in our survey praise Morgan Stanley for being a meritocracy.” The Sunday Times, 50 Best Companies to Work for 2001 (February, 2001) “Despite leaner times, Morgan Stanley has been one of the most successful European banks and was the first major tenant at Canary Wharf, helping to build the area’s success.” “After September 11, hotlines and counselling sessions were used heavily. As one employee wrote: “Morgan Stanley showed its true character and strength during the tragedy.” The Sunday Times, 100 Best Companies to Work for 2002 (March, 2002)

25. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002 Morgan Stanley Awards: July 2001 - October 2002 Recognised as one of “Europe’s Top 10 Companies to Work For” – Fortune, Europe Edition (March 2002) Ranked 21st in the Sunday Times “100 Best Companies to Work For in the UK” – (March 2002) Best High Grade Research Team – Credit Magazine (May 2002) and Euromoney (2002) Best Overall Bank for Online Equities and Best Site for Equity New Issues, Equity Trading, Prime Brokerage, Analytics and Commodities – Euromoney Internet Awards (2002) Eurobond House of the Year – IFR (Dec 2001) Financial Bond (Senior Debt) House of the Year – IFR (Dec 2001) European MTN House of the Year - IFR (Dec 2001) Best Lead Manager of Supranational Bonds – Euroweek (2001) Most Aggressive House on Bond Pricing (as voted by borrowers) – Euroweek (2001) Most Innovative House for New Ideas, Structures & Opportunities (as voted by borrowers) – Euroweek (2001) Best French M&A House – Euromoney (July 2002) 24