Amendment to Morgan Stanley Supplemental Executive Retirement Plan (MSCI Inc. and Barra, Inc.)

Summary

This amendment, effective July 14, 2008, modifies the Morgan Stanley Supplemental Executive Retirement Plan to state that MSCI Inc. and Barra, Inc. will no longer be considered part of the firm for plan purposes. Employees of MSCI/Barra participating in the plan as of that date will continue to accrue benefits based on their salary and service with MSCI until August 31, 2008, after which they will stop accruing benefits. The amendment is executed by Morgan Stanley & Co. Incorporated.

EX-10.3 5 dex103.htm AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, DATED AS OF JULY 10, 2008 Amendment to Supplemental Executive Retirement Plan, dated as of July 10, 2008

EXHIBIT 10.3

AMENDMENT TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Pursuant to the authority granted to it by Morgan Stanley, Morgan Stanley & Co. Incorporated (the “Corporation”) hereby amends the Morgan Stanley Supplemental Executive Retirement Plan as follows:

1. Effective July 14, 2008, Appendix C, Provisions Relating to Certain Employees, shall be amended by adding the following new paragraph to the end thereof:

“MSCI Inc. and Barra, Inc. Effective July 14, 2008, (i) MSCI Inc. and Barra, Inc. (collectively, “MSCI/Barra”) shall cease to be considered part of the Firm for purposes of the Plan and (ii) MSCI/Barra employees who are participating in the Plan as of July 14, 2008 shall continue to accrue benefits under the Plan, based on Salary paid by MSCI/Barra and Credited Service with MSCI, as provided in Section IV of the Plan, following July 14, 2008; provided that, effective August 31, 2008, MSCI/Barra employees shall cease to accrue benefits under the Plan.”

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IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed on its behalf as of the 10^th day of July, 2008.


MORGAN STANLEY & CO. INCORPORATED

By:		/S/ KAREN JAMESLEY
Title: Global Head of Human Resources