MORGAN STANLEY SELECT EMPLOYEES? CAPITAL ACCUMULATION PROGRAM PLAN DOCUMENT AMENDED AND RESTATED AS OF MAY 7, 2008

Exhibit 10.1

MORGAN STANLEY

SELECT EMPLOYEES’ CAPITAL ACCUMULATION PROGRAM

PLAN DOCUMENT

AMENDED AND RESTATED AS OF MAY 7, 2008

This plan document sets forth the terms and conditions of the Morgan Stanley Select Employees’ Capital Accumulation Program (“ SECAP ”). The plan document was amended and restated as of May 7, 2008. Capitalized terms used herein without definition have the meanings set forth in Section 24 or the applicable Term Sheet. The terms and conditions set forth in this plan document shall govern each Applicable Account Value, unless otherwise determined by the Administrator and set forth in the applicable Term Sheet.

SECAP provides Eligible Employees with the opportunity to express a preference to allocate all or a portion of their Eligible Compensation to the program until a later date. Subject to the terms and conditions of SECAP set forth herein, Eligible Employees may request how their Allocated Amounts shall be deemed allocated among the Notional Investments available to Eligible Employees for purposes of measuring the increase or decrease in the value of their Account. Participation in SECAP is voluntary.

(a) Authority . SECAP is sponsored by Morgan Stanley. The Chief Administrative Officer is responsible for administering SECAP, including, without limitation, adopting rules and procedures for determining Notional Investments offered, determining the terms and conditions of SECAP for each Allocation Year and interpreting SECAP provisions and any Descriptive Materials. The Chief Administrative Officer may, in his sole discretion, delegate some or all of his authority and responsibilities pursuant to SECAP to the Executive Compensation Department, a committee of the Firm and/or one or more officers of the Firm. The Chief Administrative Officer and (to the extent that the Chief Administrative Officer has delegated authority to administer all or any portion of SECAP to the Executive Compensation Department or any committee or officer), the Executive Compensation Department or such committee or officer, are referred to herein, insofar as they are acting pursuant to authority granted or delegated pursuant to SECAP, as the “ Administrator ”. Each interpretation, determination or other action made or taken pursuant to SECAP by the Administrator from time to time shall be made or taken in its sole discretion and shall be final, binding and conclusive on all persons.

(b) No Liability . The Administrator shall not be liable for anything whatsoever in connection with the administration of SECAP, including, without limitation, any interpretation, determination or other action taken or not taken in administering SECAP, except the Administrator’s own willful misconduct. In the performance of its functions with respect to SECAP, the Administrator shall be entitled to rely upon information and advice furnished by the Firm’s officers, the Firm’s accountants, the Firm’s counsel and any other party the Administrator deems necessary, and the Administrator shall not be liable for any interpretation, determination or other action taken or not taken in reliance upon any such advice.

SECAP is maintained by Morgan Stanley for the purpose of providing long-term compensation for a select group of management or highly compensated employees, and a Participant’s participation in SECAP in respect of any Allocation Year shall depend, among other things, on the Administrator’s determination, in its sole discretion, that the Participant is a member of such select group. The eligibility to participate in SECAP shall depend upon a Participant’s satisfaction of the specified eligibility criteria for the applicable Allocation Year to be established by the Administrator in its sole discretion and set forth in the applicable Term Sheet.

For each Allocation Year, Eligible Employees may submit an Allocation Preference with respect to their Eligible Compensation in a manner prescribed by the Administrator. The Administrator may set minimum and maximum Allocated Amounts and the minimum dollar or percentage increments of Eligible Compensation that may be allocated for each Allocation Year. Allocation Preferences shall be made by a date specified by the Administrator. An Eligible Employee may revoke an Allocation Preference in a manner prescribed by the Administrator prior to the applicable deadline. Following the expiration of the applicable deadline, a Participant’s Allocation Preference is irrevocable. If a Participant’s actual Eligible Compensation is less than the amount the Participant requested to allocate to SECAP pursuant to the Participant’s Allocation Preference, then the amount the Participant requested to allocate shall be reduced so that the Participant’s Allocated Amount equals the amount of the Participant’s Eligible Compensation for that Fiscal Year.

The Administrator may revoke a Participant’s Allocation Preference or reduce a Participant’s Allocated Amount below the amount a Participant requested to allocate in any Allocation Year, provided that any such revocation or reduction shall be made by the Allocation Preference deadline applicable to the Participant unless making such revocation or reduction at a later time would not result in the imposition of interest or additional tax under Section 409A.

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(a) Credits and Charges to a Participant’s Account . A Participant’s Allocated Amount shall be credited to the Participant’s Account as of a date determined by the Administrator, which crediting date shall occur on, or as soon as administratively practicable after, the date on which such amount would otherwise have been paid to the Participant. A Participant’s Account shall also be credited (or debited) with returns on the Participant’s Notional Investments following the date on which the Participant’s Allocated Amounts are credited. A Participant’s Account shall be charged with any amounts distributed to the Participant or any of the Participant’s Beneficiaries. All payments shall be debited from the portion of the Participant’s Account deemed allocated to Notional Investment(s) designated by the Administrator as set forth in Section 6(f).

(b) Allocation of Notional Investments . A Participant’s Account Value shall be deemed allocated in minimum allocations established by the Administrator from time to time among one or more Notional Investments. A Participant may request (i) how their Allocated Amounts shall be deemed allocated among the Notional Investments and (ii) that the Administrator change the deemed allocation of the Account Value among the Notional Investments, in each case, in accordance with procedures and at such times as established by the Administrator from time to time; provided , however , that the Administrator has absolute discretion as to whether to accept, either in whole or in part, the request and may determine, and may change from time to time: (a) the frequency of reallocations; (b) the minimum percentage of the Account Value that is required, and the maximum percentage of the Account Value that is permitted, to be allocated to any single Notional Investment; (c) the minimum percentage of the Account Value that is required to be allocated to one or more money market fund(s) or other Referenced Funds (defined below) available as Notional Investments; and (d) the Notional Investments available to Participants in accordance with Section 5(e). No reallocation that a Participant requests shall be honored to the extent that it would conflict with the allocation requirements that the Administrator may establish from time to time.

(c) Allocations Generally . Allocations among Notional Investments will be made exclusively for the purpose of determining a Participant’s Account Value from time to time in accordance with SECAP. A Participant’s Account Value will not be invested in the fund(s) or other investment vehicle(s) to which that Notional Investment relates (each, a “ Referenced Fund ”). Participants will not become direct investors in any of the Referenced Funds by virtue of their participation in SECAP.

(d) Determination of Account Value . The Administrator shall from time to time calculate each Participant’s Account Value based on the Participant’s Allocated Amounts and the deemed allocation of the Participant’s Account among the Notional Investments available to the Participant. Such calculation will be based on the best information available to the Administrator as of the date of determination, which information may include estimates. Subject to the terms and conditions of SECAP, the rate of return of any Notional Investment over the relevant measurement period will track the performance of the Referenced Funds, provided that the Firm can adjust the rate of return to reflect costs incurred by the Firm as described in Section 5(g). Following the

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commencement of distribution of a Participant’s Account Value to the Participant, the Administrator shall continue to calculate the Participant’s Account Value from time to time in the manner described above, taking into account distributions from the Participant’s Account. The Firm’s valuation of a Participant’s Account Value shall be conclusive and binding.

(e) Selection of Notional Investments; Conflicts of Interest .

(i) The Administrator shall choose the Notional Investments available under SECAP. Notional Investments available from time to time will be indicated on the Executive Compensation website or through other means that the Administrator shall determine and communicate to Participants from time to time. The Firm may provide a Participant with a description of the Referenced Funds and their historical returns, but the Firm is not responsible for actions, statements or performance of the Referenced Funds.

(ii) The Administrator will choose the Notional Investments available under SECAP based on a variety of factors. Participants should be aware of the existence of actual and potential conflicts of interest with the Firm and are considered to waive any claim with respect to the existence of any conflict of interest. The Administrator may require each Participant to affirmatively make such acknowledgment and waiver.

(iii) The performance of each Notional Investment shall reflect all of the fees and costs of the Referenced Fund, including, without limitation, brokerage and other fees, which the Referenced Fund may pay to the Firm if the Firm provides such services to the Referenced Fund. The Firm may also act as the investment advisor or provide other services to the Referenced Fund and receive fees for providing these services. Fees paid by a Referenced Fund will reduce the performance of the Referenced Fund (and accordingly the performance of the Notional Investment) and, therefore, will reduce the Firm’s payout obligations to Participants.

(f) Right to Change Notional Investments and Allocations Thereto . The Administrator may, from time to time in its sole discretion, change the Notional Investments available to Participants or allocate a Participant’s Account to different Notional Investments than those selected by the Participant. Among other things, this means that the Firm has the absolute right to replace a Participant’s Notional Investments (including in connection with hedge funds, hedge fund indices and other alternative Referenced Funds offered as Notional Investments under SECAP) with different Notional Investments and in connection therewith impose additional costs and investment conditions and restrictions on the Notional Investments (including restrictions on a Participant’s ability to allocate into, or reallocate away from, a Notional Investment). Nothing in the Descriptive Materials shall be construed to confer on a Participant the right to continue to have any particular Notional Investment option available for purposes of measuring the value of the Participant’s Account.

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(g) Amounts at Risk . The value of a Participant’s Account is subject to risk at all times based upon the performance of the Notional Investments to which the Participant’s Account is allocated. If the value of the Referenced Funds offered as Notional Investments decreases in the future, the value of the Participant’s Account may be lower than the Participant’s original Allocated Amounts. Although a Participant will not be an investor in the Referenced Funds corresponding to the allocated Notional Investments, the value of a Participant’s Account will be determined by reference to the gains and losses attributable to the performance of the allocated Notional Investments. To the extent that the Firm incurs any costs in connection with such Notional Investments or the administration of SECAP, including in connection with activities the Firm undertakes in its discretion to target the return and liquidity on such Notional Investments, the Firm has the right to adjust the return on a Participant’s Notional Investments to reflect these costs. Participants will be subject to the risks of the Referenced Funds corresponding to Notional Investments to the same extent as actual investors in such Referenced Funds. The Firm may provide Participants with a description of the Referenced Funds corresponding to Notional Investments and those Referenced Funds’ historical returns, but the Firm is not responsible for actions, statements or performance of the Referenced Funds corresponding to Notional Investments. Payment of the Participant’s Account is also subject to the risks associated with the Participant’s status as an unsecured general creditor of Morgan Stanley as described in Section 9.

(h) Administration Fees . Allocated Amounts may be subject to a one-time set-up fee and Account Values may be subject to a quarterly administration fee (collectively, the “ Administration Fees ”) as determined by the Administrator from time to time and communicated to Participants. The Administration Fees are separate from any fees applicable to the Notional Investments and the related Referenced Funds, which are reflected in the net returns credited to a Participant’s Account. Without limiting the generality of the two preceding sentences, in connection with hedge funds, hedge fund indices and other alternative Notional Investments offered under SECAP, to the extent that offering such Notional Investments through SECAP results in unpredictable expenses or costs to the Firm, the Firm has the absolute right to impose additional fees on a Participant’s Account Value.

(i) Other Allocations . If a Participant becomes eligible to participate in SECAP or a program similar to SECAP for any subsequent Fiscal Year, or if a Participant has already allocated amounts pursuant to another long-term compensation plan, the Firm may, for administrative convenience, maintain a single Account to record allocations by the Participant (and amounts credited or debited to such allocations) under SECAP and any similar programs for other Fiscal Years. The portion of a Participant’s Account corresponding to each Fiscal Year’s Allocated Amount shall be governed by the terms and conditions applicable to each such Fiscal Year’s Allocated Amount.

(a) Form of Payment . Unless the Administrator determines otherwise in its sole discretion, all payments under SECAP to a Participant (or a Participant’s

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Beneficiary) shall be made in the Participant’s (or Beneficiary’s) local currency. Participants shall have no right to any other form of payment.

(b) Distribution Commencement Date .

(i) At the time a Participant submits an Allocation Preference, the Participant must also select a Preferred Distribution Commencement Date. A Participant will be required to select a separate Preferred Distribution Commencement Date governing the Applicable Account Value for each Fiscal Year in which the Participant participates in SECAP. Except as otherwise provided in this Section 6, distributions in respect of the Applicable Account Value shall commence on the Distribution Commencement Date. Notwithstanding a Distribution Commencement Date, if, on any date on which the Firm would otherwise make a distribution to the Participant, the Firm considers the Participant to be one of its executive officers and the Participant’s compensation may not be fully deductible by virtue of Section 162(m) of the Internal Revenue Code, the following shall apply:

(1) Distributions in respect of the Participant’s Applicable Account Value corresponding to an Allocation Year prior to 2005 will be delayed until the Firm no longer considers the Participant to be an executive officer or such earlier date as the Firm may determine, in its sole discretion, an earlier payment is likely to be deductible to the Firm; and

(2) Subject to Section 6(h) below, distributions in respect of the Participant’s Applicable Account Value corresponding to the Allocation Year 2005 and any subsequent Allocation Year shall be delayed until the Participant’s termination of employment with the Firm.

(ii) Subject to Section 6(b) and 6(h) and notwithstanding any Distribution Commencement Date, in no event shall distributions in respect of a Participant’s Applicable Account Value commence earlier than the applicable Vesting Date or later than:

(1) For Applicable Account Values corresponding to Allocation Years prior to 2005, the later of (A) January 2 of the year following the year in which the Participant turns 65 and (B) January 2 of the year following the year in which the Participant’s employment with the Firm terminates;

(2) For Applicable Account Values corresponding to Allocation Year 2005 and 2006, January 2 of the year following the year in which the Participant turns 65; and

(3) For Applicable Account Values corresponding to Allocation Year 2007 and later Allocation Years, the date specified in the applicable Term Sheet as the last date on which distributions of the Participant’s Applicable Account Value may commence.

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(c) Payment Options . Subject to the other terms and conditions of SECAP, at the time a Participant submits an Allocation Preference the Participant will also select a Preferred Distribution Method for the Applicable Account Value. Participants may select a Preferred Distribution Method of either one lump sum or two to ten annual installments.

(d) Payment of Installments . If the Distribution Method for the Applicable Account Value is annual installments, the undistributed portion of the Applicable Account Value shall remain in the Participant’s Account following payment of each installment and will be credited (or debited) with future returns from the Notional Investments to which the Participant’s Applicable Account Value is allocated. As a result, the amount of each installment payment may vary, depending on the future rate of return applied to the Participant’s Account. The amount of each annual installment shall equal “(1/A) x B”, where “A” equal