Amendment To Morgan Stanley & Co. Incorp Excess Benefit Plan, Dated 11/30/2005

EXHIBIT 10.20


AMENDMENT TO

EXCESS BENEFIT PLAN


Morgan Stanley & Co. Incorporated (the " Corporation" ) hereby amends the Morgan Stanley & Co. Incorporated Excess Benefit Plan (the " Excess Plan" ), effective as of such dates set forth herein, as follows:

1. Effective January 1, 2005, Section IV of the Excess Plan, Excess Plan Benefits, is clarified by adding the following sentence to the end thereof:


If any benefit payment to a Participant or beneficiary under the Pension Plan is reduced pursuant to a qualified domestic rel ...