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EXHIBIT 10.56
October 24, 2008
Morgan Stanley
1585 Broadway
New York, NY 10036
To Whom This May Concern
In consideration for the benefits I
will receive as a result of the participation of Morgan Stanley
(together with its subsidiaries and affiliates, the “
Company ”) in the United States Department of the
Treasury’s TARP Capital Purchase Program and any other
economic stabilization program implemented by the Department of the
Treasury under the Emergency Economic Stabilization Act of 2008
(the “ Act ”) either prior to or subsequent to
the date of this letter from me (any such program, including the
TARP Capital Purchase Program, an “ EESA Program
”), I hereby voluntarily waive any claim against any of the
Company, the Company’s Board of Directors, any individual
member of the Company’s Board of Directors and the
Company’s officers, employees, representatives and agents for
any changes to my compensation or benefits that are required to
comply with the regulations issued by the Department of the
Treasury in connection with an EESA Program.
I acknowledge that the
aforementioned regulations may require modification of the
compensation, bonus, incentive and other benefit plans,
arrangements, policies and agreements (including so-called
“golden parachute” agreements), whether or not in
writing, that I may have with the Company or in which I may
participate as they relate to
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