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Annual Meeting with Shareholders

Annual Meeting with Shareholders. Philip J. Purcell Chairman & CEO March 19, 2002. Report on the Company. Robert G. Scott President & COO March 19, 2002. 45%. 20%. 40%. 3.3%. 19%. 20%. 8%. 43%. 20%. 18%. 27%. 90%. 32%. 21%. 60%. 13%. 32%. 50%.

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Annual Meeting with Shareholders

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  1. Annual Meeting with Shareholders Philip J. Purcell Chairman & CEO March 19, 2002

  2. Report on the Company Robert G. Scott President & COO March 19, 2002

  3. 45% 20% 40% 3.3% 19% 20% 8% 43% 20% 18% 27% 90% 32% 21% 60% 13% 32% 50% Market Conditions – 2001 vs. 2000 Retail Investors InstitutionalInvestors CorporateMarket Credit Cards • Volume: • NYSE • NASDAQ • Volatility: • NASDAQ • Amex QQQ • Crude Oil (WTI) • M&A Announced • Equity Underwriting • IPO's • Fixed Income Issuance • Margin Debits • Fund Flows: • Total Long-Term Fund Flows* • Equity Fund Flows • Market Performance: S&P Nasdaq • Unemployment rate • Bankruptcy filings • Interest Rates: • 2-Year Treasury • Retail Sales Sources: NYSE, NASDAQ, SIA, Thomson Financial Securities Data, Investment Company Institute, Bloomberg *Fund flows include debt and equity funds.

  4. Fiscal 2001 Operating Results Net Revenues Net Income, EPS and Dividends Net Income ($MM) EPS ($) $4.73 $4.10 $3.19 $2.76 $2.08 $0.92 $0.80 $0.48 $0.40 $0.28

  5. Fiscal 2001 Operating Results Return on Equity (%)

  6. Growth in Morgan Stanley Book Value Book Value per Share CAGR: 14%

  7. 1999 2000 2001 4.88% 3.14% 4.03% 5 NA 1 22 5.41% 3.88% 5.76% 5 7 1 20 6.26% 5.25% 6.50% 5 8 3 18 Up/Flat Off Down Morgan Stanley Market Position Institutional Clients(1) Listed Equities OTC Europe Equities Fixed Income Trading (Rank) High Yield Trading (Rank) Research Rank # of Positions Note: (1) Sources: Listed and OTC: Autex; Europe Equities: Local Exchanges; Fiscal year basis. Research Ranking: Institutional Investor.

  8. 1999 2000 2001 19.0% 15.9% 6.6% 9.2% 34.5% 2 17.3% 14.4% 6.8% 10.1% 34.1% 2 18.5% 14.5% 5.6% 7.7% 28.7% 3 Up/Flat Off Down Morgan Stanley Market Position Corporate Clients(1) Equity Issuance IPOs Total Fixed Income Issuance High Yield Issuance M&A Announced Rank Note: (1) Source: Thomson Financial Securities, Calendar year basis.

  9. 1999 2000 2001 Up/Flat Off Down Morgan Stanley Market Position Retail Clients(1) FA Market Share Total Client Assets ($Bn) Mutual Fund Flows Equity Fund Flows 21.2% 595 3.2% 3.1% 21.6% 662 3.8% 6.0% 21.4% 595 0.8% 0.7% Credit Cards(2) Receivables Share Network Volume Share 7.7% 6.4% 8.3% 7.2% 8.6% 6.9% Notes: (1) Sources: FA Market Share: Company Reports and SIA Yearbook (2001 share data is as of 3Q); Long-term and Equity Fund Flows: Strategic Insight (2001 data is year-to-date through November). (2) Sources: Nilson, Faulkner and Gray. 2001 data is as of end of June.

  10. $63.38 $55.50 $55.32 MWD Stock Performance MWD Stock Performance 11/30/01 3/13/02

  11. MWD S&P Financials S&P 500 MWD Relative Stock Performance Relative Stock Performance (Indexed) Source: Bloomberg

  12. First Choice • Culture the key differentiator • Significant strides in 2001 • Incentives • Compensation • Measures • Impact • Market share • Client wallet share

  13. 1% 2% 97% 23% 9% 85% 23% 12% 33% 32% 13% 15% 3% 4% 1% 5% 3% Market Conditions – 1Q02 vs. 4Q01 Retail Investors InstitutionalInvestors CorporateMarket Credit Cards • Volume: • NYSE • NASDAQ • Volatility: • Nasdaq • Amex QQQ • Crude Oil (WTI) • M&A Announced • Equity Underwriting • IPO's • Fixed Income Issuance • Margin Debits • Fund Flows: • Total Long-Term Fund Flows* • Equity Fund Flows • Market Performance: S&P Nasdaq • Unemployment rate • Interest Rates: • 2-Year Treasury • Retail Sales Sources: NYSE, NASDAQ, SIA, Thomson Financial Securities Data, Investment Company Institute, Bloomberg *Dec01-Jan02 vs. Oct01-Nov01; includes debt and equity funds.

  14. Report on the Company Robert G. Scott President & COO March 19, 2002

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