Morgan Stanley
                                                                                           Morgan Stanley - European Overview
                                                                                                                                                                    Morgan Stanley Europe
                                                                                                                    Institutional                                          Individual                               Investment                                Consumer 
                                                                                                                    Securities                                             Investor Group                           Management                                Banking Group
                                                                                                 Equity                    Investment                 Fixed Income                Private                     Institutional             Private Equity               Consumer 
                                                                                                                           Banking                                                Wealth                      Investment                                             Banking Group 
                                                                                                                                                                                  Management                  Management                                             International
                                                                                                    Corporate                 Mergers,                            Global Capital Markets                      Securitised                Real Estate 
                                                                                                    Finance                   Acquisitions &                                                                  Products                   Group
                                                                                                                              Restructuring                                                                   Group
                                                                                                                                                         Equity Capital              Debt Capital
                                                                                                                                                         Markets                     Markets
                                                                                                                                                    Investment Banking Division
                                                                                                                                                                                            
                                                                                       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                                   1
                                                                                       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
                                                                             Morgan Stanley’s European Presence
                                                                                    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)
                                                                                                                                                                
                                                                          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     2
                                                                          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 Revenues
                                                                             1996 and 2001
                                                                             Global and European Revenues
                                                                                                                1996                                                                         2001
                                                                                                                                Europe   12%                                                                   Europe    18%
                                                                                            Global Revenues   $12,023MM                                                       Global Revenues   $21,896MM
                                                                                            European Revenues $1,429MM                                                        European Revenues $3,986MM
                                                                            Source  Morgan Stanley 10-K Filings and Morgan Stanley
                                                                                                                                                                
                                                                          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     3
                                                                          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 Market Conditions
                                                                             Market Conditions 2002 vs. 2001(1)
                                                                             % Change in US$ Volume
                                                                                                Equity Underwriting                                                                    Announced M&A Volume
                                                                                                               26%                                                                                          28%
                                                                                                 Debt Underwriting                                                                      Completed M&A Volume
                                                                                                                30%                                                                                        29%
                                                                            Source  Thomson Financial Securities Data
                                                                                                                                                                
                                                                           Note
                                                                           1. 1 January  to 31 October
                                                                          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     4
                                                                          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
                                                                             The M&A Cycle: European Announced Transactions
                                                                                                   (1)
                                                                             Dollar Volume
                                                                             $ Bn
                                                                                   1,600
                                                                                                                                                                                                               1,497
                                                                                   1,400                                                                                                                                 1,362
                                                                                   1,200
                                                                                   1,000
                                                                                     800                                                                                                               777
                                                                                                                                                                                                                                    628
                                                                                     600
                                                                                                                                                                                             487
                                                                                                                                                                                                                                             397
                                                                                     400                                                                                            346
                                                                                                                                                                          284
                                                                                                                 177       191
                                                                                     200                136                                                      160
                                                                                                                                    130       121      128
                                                                                               96
                                                                                        0
                                                                                              1987      1988     1989      1990     1991      1992     1993      1994     1995      1996     1997      1998     1999      2000     2001      2002(2)
                                                                           Source  Thomson Financial
                                                                           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
                                                                          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     5
                                                                          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