At the Annual Meeting of Shareholders of Morgan Stanley (the "Company") held on Wednesday, April 29, 2009, shareholders approved an amendment to our 2007 Equity Incentive Compensation Plan (the "Plan") to authorize an additional 25 million shares to be available for issuance as awards under the Plan.

For a description of the terms and conditions of the Plan, as amended and restated on March 10, 2009, see "Summary of the Plan as Proposed to be Amended" under "Item 4. Company Proposal to Amend 2007 Equity Incentive Plan" in the proxy statement for our 2009 Annual Meeting of Shareholders, which description is incorporated herein by reference. The description of the Plan contained in the proxy statement is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed herewith as an exhibit to this Form 8-K.

(d) Exhibits

  Exhibit
  Number     Description
              2007 Equity Incentive Compensation Plan, as amended and restated March 10,
   10.1      2009