EXHIBIT 10.5
AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT
AND EXCESS 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 and Excess Plan as
follows:
1. Effective April 1, 2009,
Article II, Definitions and Assumptions is amended by redesignating
paragraphs L through T as paragraphs M through U,
respectively.
2. Effective April 1, 2009, a
new paragraph II(L), Government Service Termination is inserted as
follows:
“L. ‘Government Service
Termination’ shall mean the termination of an
employee’s employment due to the employee’s
commencement of employment at a governmental department or agency,
self-regulatory agency or other public service
employer.”
3. Effective April 1, 2009, a
new subsection VI(I), Government Service Termination is added as
follows:
“I. Government Service
Termination . Notwithstanding any provision in this Plan to the
contrary, effective April 1, 2009, if an employee (other
than a named executive officer of the Firm) experiences
a Government Service Termination that does not involve a
‘cancellation event’ under the any of the Firm’s
long-term incentive plans that apply to such employee, and such
employee meets the requirements of Paragraph III(A) of the
Plan (Participation Requirement fo
