MORGAN STANLEY SUPPLEMENTAL EXECUTIVE RETIREMENT AND EXCESS PLAN

EXHIBIT 10.2

MORGAN STANLEY

SUPPLEMENTAL EXECUTIVE RETIREMENT AND EXCESS PLAN

EFFECTIVE JANUARY 1, 1986

AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008.

The Supplemental Executive Retirement and Excess Plan, formerly known as the Supplemental Executive Retirement Plan (the “Plan”) is an unfunded plan maintained by Morgan Stanley (the “Corporation”) for the purposes of (A) supplementing the retirement benefits of certain employees who are Managing Directors or Principals or Executive Directors of the Firm or previously held the title of Managing Director or Principal or Executive Director of the Firm and (B) providing additional retirement benefits to certain key employees who participate in the Pension Plan, based on the benefit formula that applied generally under the Pension Plan with respect to such employees prior to January 1, 2004. The Plan is not a plan intended to be qualified under Code Section 401.

This December 31, 2008 restatement of the Plan reflects the merger of the Morgan Stanley & Co. Incorporated Excess Benefit Plan (“Excess Plan”) with and into this Plan. Effective as of December 31, 2008, all benefits under the Excess Plan are transferred to this Plan and governed by the terms of this Plan. This December 31, 2008 restatement of the Plan also includes changes to comply with the requirements of Code Section 409A and related regulatory guidance.

This December 31, 2008 restatement of the Plan applies to Participants employed by the Firm after December 31, 2008. In addition, this restatement applies to Participants who terminated employment on or before December 31, 2008 and have undistributed benefits under the Plan on that date. Special provisions applicable to such Participants are set forth in Appendix E to the Plan.

The following words and phrases as used herein shall have the following meanings unless a different meaning is plainly required by the context. Capitalized terms used herein which are defined in the Pension Plan and are not otherwise defined herein shall have the meanings specified in the Pension Plan.

A. “Actuarial Equivalent” shall mean the following:

(i) For determinations made prior to July 1, 1996, (X) subject to clause (Y) of this Paragraph II(A)(i), a benefit of equivalent value which shall be determined based on (a) the Participant’s (and, where applicable, the beneficiary’s) age as of the Participant’s Benefit Commencement Date; (b) a mortality table equal to the 1983 Group Annuity Mortality Table; and (c) an investment rate of six percent (6%) compounded annually; and (Y) in the case of a lump sum, an amount equivalent to the present value, as of the Participant’s Benefit Commencement Date, of the Participant’s benefit payable as of the Participant’s Benefit Commencement Date in the form of a single life annuity based on (a) the age of the Participant as of his or her Benefit Commencement Date; (b) the mortality tables described in clause (X)(b) of this Paragraph II(A)(i), and (c) an investment rate equal to the Pension Benefit Guaranty Corporation single employer plan termination immediate annuity interest rate in effect as of the second calendar month prior to the Participant’s Benefit Commencement Date; and

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(ii) For determinations made after June 30, 1996, and before January 1, 2004, using those assumptions as to rate of interest and the mortality tables which are in effect from time to time for purposes of determining the actuarial equivalent under the Pension Plan in substantially similar situations and for substantially similar purposes; provided, however, that in no event shall the Actuarial Equivalent for a given form of payment for any Participant’s SERP Benefit be less than the Actuarial Equivalent of such form of payment on June 30, 1996 for Participants terminated prior to July 1, 1996, based upon Actuarial Equivalent determined in accordance with Paragraph II(A)(i) above.

(iii) Effective January 1, 2004, adjustments with respect to a Participant’s SERP Benefit shall be made with reference to the factors that apply for purposes of benefits accrued after 2003, other than lump sums, under Exhibit A of the Pension Plan. Effective December 31, 2008, adjustments made with respect to a Participant’s Excess Benefit also shall be made with reference to such factors. For these purposes, any amendment to the Pension Plan after December 31, 2008, that amends or alters such factors in Exhibit A shall be disregarded. In addition, the Plan Administrator may periodically review and update the factors used in making such adjustments to ensure such factors produce actuarially equivalent life annuities for purposes of Code Section 409A and Treas. Reg. § 1.409A-2(b)(2)(ii) (or any successor provision).

(iv) Notwithstanding the foregoing, lump sums shall be calculated as set forth in Paragraph VI(E) and Appendix E.

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B. “Annuity Starting Date” shall mean the first day of the month following the later of (i) the date of the Participant’s Separation from Service and (ii) the date the Participant attains age 55, or such other date as may be specified in Appendix E.

C. “Authorized Absence” shall mean absence authorized by the Firm without loss of employment status, including absence on account of illness, business of the Firm, vacation and leave of absence, including leave of absence for military or governmental service, whether or not salary shall be paid during such absence. Any person who ceases to be an employee receiving compensation from the Firm but remains in the employment of the Firm shall be deemed for all purposes of the Plan to be on Authorized Absence without salary until such employment terminates or he again receives compensation from the Firm.

D. “Benefit” shall mean a Participant’s SERP Benefit and/or Excess Benefit, as applicable.

E. “Benefit Commencement Date” shall mean the date on which a Participant’s (or in the event of the Participant’s death, a beneficiary’s) benefit under the Plan commences to be paid. Effective December 31, 2008, a Participant’s Benefit Commencement Date shall be the date specified in Paragraph VI(A) or Appendix E.

F. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

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G. “Credited Service,” for purposes of determining a Participant’s SERP Benefit, shall be computed as follows:

(i) Credited Service shall mean the sum of all periods of a Participant’s employment by the Firm commencing from the first day of the month following the Participant’s date of hire or rehire. Subject to clause (ii) below, Credited Service shall also include (a) any period during which the Participant was a partner in Morgan Stanley & Co., and (b) any period of Authorized Absence.

(ii) In computing Credited Service, a Participant’s Credited Service shall be deemed to terminate on the earliest of:

(a) the date of the Participant’s Separation from Service, or

(b) the first anniversary of the first date of a period in which the Participant remains absent from service (with or without pay) for any reason other than Separation from Service or Authorized Absence, such as vacation, holiday, sickness or leave of absence.

(iii) The Credited Service of any individual described in any provision of Appendix C to the Plan shall be limited as set forth therein.

(iv) For periods prior to December 31, 2008, except as may otherwise be provided in Appendix E, a Participant’s Credited Service shall be determined under the rules then set forth in the Plan.

H. “Election Period” shall mean the period specified by the Plan Administrator immediately following a Participant’s Separation from Service or such other period as may be specified by the Plan Administrator, provided that in all events such Election Period shall end prior to the Benefit Commencement Date.

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I. “Excess Benefit” shall mean the benefit described in Paragraph V.

J. “Final Average Salary” shall mean a Participant’s average annual Salary during his or her 60 highest paid consecutive months (excluding months for which he or she received no Salary) during the final 120 months (or such lesser period as is equal to his or her Credited Service) of his or her Credited Service preceding his or her Separation from Service or other termination of Credited Service.

K. “Firm” shall mean the Corporation, its subsidiaries and affiliates; provided, that effective May 31, 1997, the term “Firm” shall not include subsidiaries and affiliates of Dean Witter, Discover & Co., as in existence prior to its merger with the Corporation, and their subsidiaries and affiliates; and provided further, that effective January 1, 1999, the term “Firm” shall not include Morgan Stanley International Incorporated (“MSII”) to the extent of MSII employees primarily servicing business units and/or cost centers of subsidiaries of the former Dean Witter, Discover & Co., determined immediately prior to its merger with Morgan Stanley Group Inc. and no employment in such an excluded position shall count as “Credited Service” under the Plan, except as specifically provided in Appendix C. The determination of whether an entity is considered a part of the “Firm” for purposes of the Plan shall be made by the Plan Administrator.

L. “Participant” shall mean an individual who has met the requirements for participation under Paragraph III(A) and/or Paragraph III(B).

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M. “Pension Plan” shall mean the Morgan Stanley Employees Retirement Plan, as amended from time to time. References to sections of the Pension Plan shall, unless otherwise specified, include successor provisions in the Pension Plan.

N. “Salary” shall mean a Participant’s regular fixed base compensation earned for any period, whether or not paid during such period.

O. “Separation from Service” or “Separated from Service” shall mean a Participant’s “separation from service” as defined under Code Section 409A and Treas. Reg. § 1.409A-1(h) (or any successor provision). For this purpose, a Participant shall have a Separation from Service if the Participant ceases to be an employee of the Firm entity that employs the Participant and all persons with whom such entity would be considered a single employer under Code Section 414(b) or (c). A Participant shall have a Separation from Service if it is reasonably anticipated that no further services shall be performed by the Participant, or that the level of services the Participant shall perform shall permanently decrease to no more than 20 percent of the average level of services performed by the Participant over the immediately preceding 36-month period (or the Participant’s full period of service, if the Participant has been performing services for less than 36 months).

P. “SERP Benefit” shall mean the benefit described in Paragraph IV. A Participant’s SERP Benefit as of any specified date shall mean the amount computed in Paragraph IV(A), limited, if applicable, as described in Paragraph IV(B), and reduced by the SERP Offsets described in Paragraph IV(C). In no event shall a SERP Benefit be payable to or with respect to a Participant who has a Separation from Service for any reason before reaching age 55, except as otherwise provided in Paragraph XIII.

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Q. “SERP Offset” shall mean any benefit described in Paragraph IV(C)(i).

R. “Specified Employee” shall mean a Participant who is a “specified employee” within the meaning of Code Section 409A and Treas. Reg. § 1.409A-1(i) (or successor provisions) on the date of his or her Separation from Service, as determined in accordance with the policies applicable with respect to Morgan Stanley’s U.S. executive compensation plans.

S. “Surviving Domestic Partner” or “Domestic Partner” means the same or opposite sex domestic partner of a Participant, provided that the domestic partner relationship meets the requirements set forth in the summary plan description for the Morgan Stanley Health and Welfare Benefits Plan, and provided further that, with respect to any death benefit payable under Paragraph VI(C)(i) of the Plan, the Participant and domestic partner have been lawfully married or registered as domestic partners, as determined by the Plan Administrator, throughout the one-year period ending on the date of the Participant’s death.

T. “Surviving Spouse” or “Spouse” shall mean the lawfully married spouse or surviving spouse of a Participant, provided that, with respect to any death benefit payable under Paragraph VI(C)(i) of the Plan, the Participant and spouse have been lawfully married, as determined by the Plan Administrator, throughout the one-year period ending on the date of the Participant’s death.

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A. Participation Requirements for SERP Benefits

Each employee who holds or has previously held the title of Managing Director, Principal or Executive Director of the Firm shall become a Participant who is eligible for a SERP Benefit under Paragraph IV upon the satisfaction of all of the following requirements while actively employed by the Firm: (i) completion of five years of Credited Service, which service need not have been rendered while a Managing Director, Principal or Executive Director of the Firm, (ii) attainment of age 55, and (iii) the sum of Credited Service and age expressed in years and fractions thereof (determined using the number of full months of age or Credited Service) at least equals 65 years. Notwithstanding the foregoing, (a) only persons who have held the title of Managing Director, Principal or Executive Director of the Firm prior to September 1, 2002 shall be eligible to become a Participant under this provision and (b) persons who are not Participants as of January 1, 2004 may become Participants under this provision on or after January 1, 2004 only if (1) they meet the foregoing requirements of this provision, and (2) either (I) the sum of their Credited Service and age, each as of January 1, 2004, equals 60 and they have at least 5 years of Credited Service as of January 1, 2004 or (II) the sum of their Credited Service and age, each as of January 1, 2004, equals 59 and they have attained age 40 and have at least 10 years of Credited Service, each as of January 1, 2004.

B. Participation Requirements for Excess Benefits

Each employee of Morgan Stanley & Co. Incorporated or any affiliate who is a Member participating in the Pension Plan shall become a Participant who is eligible for an Excess Benefit under Paragraph V whenever (i) such employee’s benefits under the Pension Plan, computed without taking into consideration the limitations on benefits contained in Section 10

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of the Pension Plan or Code Section 415 or any successor or comparable provisions, exceed the maximum annual benefits to which the employee is entitled under the Pension Plan, taking into account such limitations or (ii) the employee’s salary from his or her employer exceeds the limit on salaries contained in the definition of “Salary” in Exhibit A to the Pension Plan or Code Section 401(a)(17). Notwithstanding the foregoing, (a) only persons who have an Excess Benefit on December 31, 2003 may be Participants under this provision on or after January 1, 2004 and (b) persons who are described in clause (a) of this sentence may continue to accrue an Excess Benefit after January 1, 2004 only if (1) the sum of their Period of Service as an Employee and age, each as of January 1, 2004, equals 60 and (2) they have a Period of Service as an Employee of at least 5 years as of January 1, 2004 and (3) their rate of base pay is above $170,000 as of January 1, 2004.

C. Exclusions

Notwithstanding anything in the foregoing to the contrary, any person who is (i) classified by the Firm as a “leased employee” who provides services to the Firm (including, without limitation, a leased employee as defined in Code Section 414(n)), an independent contractor or a consultant or (ii) a provider of services to the Firm pursuant to a contractual arrangement, such as a “PAL”, either with that person or with a third party, other than one specifically providing for an employment relationship with the Firm, shall not be eligible to become a Participant until the later of the date, if any, on which he becomes an employee who is not classified as a leased employee, independent contractor, consultant or a provider of services to the Firm and is employed in a job classification that is eligible for participation in the Plan as

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determined by the Firm. If any person excluded as an employee pursuant to the preceding clauses (i) and (ii) shall be determined by a court or a federal, state or local regulatory or administrative authority to have served as a common law employee of the Firm, such determination shall not alter this exclu