2. Morgan Stanley Presented by: Abe Khorshid Ronnie Ng (Presented 4-10-2001) Recommendation: BUY

3. To be the world’s first choice in achieving financial aspirations. The Morgan Stanley Vision

4. Overview Morgan Stanley is a preeminent global financial services firm that maintains market positions in each of its businesses — Securities, Asset Management, and Credit Services. The company combines leadership in investment banking (including underwriting public offerings of securities and mergers and acquisitions advice) and institutional sales and trading, with strengths in providing investment and global asset management services as well as quality consumer credit products. Morgan Stanley is a preeminent global financial services firm that maintains market positions in each of its businesses — Securities, Asset Management, and Credit Services. The company combines leadership in investment banking (including underwriting public offerings of securities and mergers and acquisitions advice) and institutional sales and trading, with strengths in providing investment and global asset management services as well as quality consumer credit products.

5. Profile NYSE symbol: MWD NYSE symbol: MWD Recent Price: $54.77 Recent Price: $54.77 52 week low/high: $44.10 - $110.00 52 week low/high: $44.10 - $110.00 P/E: 11.63 P/E: 11.63 Shares Outstanding: 1.11 billion Shares Outstanding: 1.11 billion Market Cap.: $60.9 billion Market Cap.: $60.9 billion 2000 Div. Per Share: $.80 2000 Div. Per Share: $.80 2000 ROE: 31% 2000 ROE: 31% Historical 5 Year Net Revenue CAGR: 21.8% Historical 5 Year Net Revenue CAGR: 21.8% Historical 5 Year Net Income CAGR: 28.8% Historical 5 Year Net Income CAGR: 28.8%

6. 1Q 2001 Earnings Reported EPS of $.94, which is down 30% from 1Q 2000 Reported EPS of $.94, which is down 30% from 1Q 2000 Securities business net income dropped 37% Securities business net income dropped 37% - Reflects the impact of difficult markets for equity underwriting, and - Reflects the impact of difficult markets for equity underwriting, and principal investment activity — partially offset by strong principal investment activity — partially offset by strong performances in fixed income and equity sales and trading. performances in fixed income and equity sales and trading. - 1 st in announced global M&A deals (39% market share) - 1 st in announced global M&A deals (39% market share) Achieved ROE of 23% for the quarter Achieved ROE of 23% for the quarter Declared quarterly dividend of $.23 per share Declared quarterly dividend of $.23 per share The Company has repurchased approximately 9 million shares of its common stock since the end of fiscal 2000 The Company has repurchased approximately 9 million shares of its common stock since the end of fiscal 2000 Non-staff costs fell 7.5% between 4Q 2000 and 1Q 2001 Non-staff costs fell 7.5% between 4Q 2000 and 1Q 2001

8. Securities Includes Investment Banking, Institutional Sales & Trading, Full-Service Brokerage, and Principal Investing Activities Includes Investment Banking, Institutional Sales & Trading, Full-Service Brokerage, and Principal Investing Activities Comprises 81% of total sales and 74% of total profit Comprises 81% of total sales and 74% of total profit Net revenue and net income grew at 22% and 10%, respectively, in 2000 Net revenue and net income grew at 22% and 10%, respectively, in 2000 #1 in Institutional Investor’s Yr 2000 Global Research Poll for 4 th straight year #1 in Institutional Investor’s Yr 2000 Global Research Poll for 4 th straight year

9. Securities - Investment Banking 2000 Total Fees: $4.88 billion 2000 Total Fees: $4.88 billion - Comprises 18.5% of total net revenues - Comprises 18.5% of total net revenues M&A fees account for 43.8% of total fees M&A fees account for 43.8% of total fees Equity Underwriting fees account for 35.7% Equity Underwriting fees account for 35.7% Debt Underwriting fees account for 20.5% Debt Underwriting fees account for 20.5% #1 in U.S. announced M&A deals for 2000 #1 in U.S. announced M&A deals for 2000 #1 in global M&A deals for Q1 of 2001 #1 in global M&A deals for Q1 of 2001 #1 in European M&A deals for Q1 of 2001 #1 in European M&A deals for Q1 of 2001

10. Securities - Principal Transaction Includes Equity, Fixed Income, Foreign Exchange, and Commodities trading Includes Equity, Fixed Income, Foreign Exchange, and Commodities trading Total revenues for 2000: $7.4 billion Total revenues for 2000: $7.4 billion - Comprises 28.7% of total net revenues Revenues increased 27% in 2000 Revenues increased 27% in 2000 - fueled by 54% increase in equity trading revenues - fueled by 54% increase in equity trading revenues Includes private equity arm Includes private equity arm

11. Asset Management Provide wide range of investment products for institutions and individual investors Provide wide range of investment products for institutions and individual investors - Van Kampen Mutual Funds - Van Kampen Mutual Funds - Unit Trusts - Unit Trusts - Insurances and Annuities - Insurances and Annuities Net Revenues of $2.5 billion in 2000 Net Revenues of $2.5 billion in 2000 - Comprises 9.6% of total net revenues - Grew at 20% from 1999 Ranks among the top eight global active asset managers with over $500 billion of assets under management Ranks among the top eight global active asset managers with over $500 billion of assets under management

12. Credit Services Operated by Discover Financial Services Operated by Discover Financial Services Includes Discover Card, MS Card, and other proprietary general purpose credit cards Includes Discover Card, MS Card, and other proprietary general purpose credit cards Net Revenues of $3.9 billion in 2000 Net Revenues of $3.9 billion in 2000 - Comprises 14.8% of total net revenues - Grew at 11.3% from 1999 Only top-tier investment bank with credit card business Only top-tier investment bank with credit card business

13. Current Economic Environment Unemployment rose to 4.3%, higher than projections Unemployment rose to 4.3%, higher than projections Consumer confidence was up for the first time in the past five months Consumer confidence was up for the first time in the past five months Deteriorating economic environment Deteriorating economic environment - Fear of recession in US and Japan - Falling corporate earnings - Corporate layoffs across the board Interest rate friendly environment Interest rate friendly environment Equity bubble has popped in the US Equity bubble has popped in the US - Hard to raise capital through equity markets - M&A slowdown

14. Employment Data

15. Industry Environment Firms are focusing on controlling costs Firms are focusing on controlling costs - Recent layoffs in many brokerages M&A deal flows are slowing down M&A deal flows are slowing down Deteriorating equity backlog of underwriting Deteriorating equity backlog of underwriting Consumer credit is an increasing concern Consumer credit is an increasing concern Increased fixed income liquidity in wake of fed easing Increased fixed income liquidity in wake of fed easing

16. Position In Industry IB League Tables 2000 U.S. Announced M&A Advisor Rankings RankAdvisor Amt. ($bln) # of Deals 1Morgan Stanley Dean Witter542.56197 2Credit Suisse First Boston517.51398 3Goldman Sachs513.27255 4Salomon Smith Barney408.47209 5Merrill Lynch264.54165 Source: CommScan M&ADesk Period: January 1, 2000 - November 30, 2000 Criteria: Excludes withdrawn deals, Includes all M&A deals involving either a US target, divestor or acquiror, spin-offs and split-offs Credit: Full credit to both acquiror and target advisor

17. Position In Industry IB League Tables 2000 Global Equity and Equity-linked Underwriter Rankings RankUnderwriter Total Amt.($mm) # of Deals 1Goldman Sachs80,776.85184 2Morgan Stanley Dean Witter58,715.64166 3Merrill Lynch56,257.99154 4Credit Suisse First Boston35,376.05171 5Citigroup34,153.65161 6Deutsche Bank27,403.54101 Source: CommScan EquiDesk/CapitalData Period: January 1, 2000 - September 30, 2000 Credit: Total deal size is apportioned to bookrunner (minimum of 3 deals)

18. Historic Performance

21. 1 Year Stock Performance

22. Excel Spreadsheet Financials Financials Revenue Composition Revenue Composition Ratios and Comparisons Ratios and Comparisons Valuation Model Valuation Model

23. Relative Price-to-Book

24. Relative Price-to-Earnings

25. What Analysts Say… “MWD should be trading at a premium, given its leadership in M&A and equity underwriting.” -- Goldman Sachs “MWD should be trading at a premium, given its leadership in M&A and equity underwriting.” -- Goldman Sachs Smith Barney rates MWD as a BUY with a target price of $90 Smith Barney rates MWD as a BUY with a target price of $90 “The top franchises in global finance, with a breadth of competencies and product offerings to which every bank aspires to have.” – CSFB “The top franchises in global finance, with a breadth of competencies and product offerings to which every bank aspires to have.” – CSFB First Union reiterates STRONG BUY rating and target price of $90, 20x 2001 EPS estimate First Union reiterates STRONG BUY rating and target price of $90, 20x 2001 EPS estimate “MWD remains the most attractively valued traditional broker dealer. Rated BUY rating with a $75 target.” --Merrill Lynch “MWD remains the most attractively valued traditional broker dealer. Rated BUY rating with a $75 target.” --Merrill Lynch

26. Why Morgan Stanley? Leading share in M&A and equity underwriting Leading share in M&A and equity underwriting Ahead of competition in cost reduction Ahead of competition in cost reduction Diversification of revenue sources Diversification of revenue sources Unbeatable capability/financial strength Unbeatable capability/financial strength - Larger asset base than other top tier IBs - Larger asset base than other top tier IBs Solid track record Solid track record - Consistent growth in EPS and ROE - Consistent growth in EPS and ROE Trading at a very attractive value Trading at a very attractive value Adds diversification to our client’s portfolio Adds diversification to our client’s portfolio

27. Recommendation BUY 400 shares at the market! BUY 400 shares at the market! Total projected market value: $22,000 Total projected market value: $22,000