Amendment To Morgan Stanley & Co. Incorporated Excess Benefit Plan

EXHIBIT 10.34

AMENDMENT TO

EXCESS BENEFIT PLAN


Morgan Stanley & Co. Incorporated (the " Corporation" ) hereby amends the Morgan Stanley & Co. Incorporated Excess Benefit Plan, as amended (the " Excess Plan" ), as follows:

1. Effective January 1, 2004, the first paragraph of Section I of the Excess Plan is amended to read as follows:

" The Excess Benefit Plan (the " Plan" ) is an unfunded plan maintained by Morgan Stanley & Co. Incorporated for the purpose of providing additional retirement benefits to certain key employees who participate in the Morgan Stanley Employees Retirement Plan (the " Pension Plan" ). The Plan includes an " excess benefit plan" within the meaning of Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974, as amended, and provides certain benefits under the benefit formula that applied generally under the Pension Plan prior to January 1, 2004. The Plan is not a plan intended to be qualified under Section 401 of the Internal Revenue Code (the " Code" ).

2. Effective August 31, 2002, the last sentence of the first paragraph of Section III of the Excess Plan is amended to read as follows:

" Notwithstanding the foregoing, (i) only persons who have an Excess Benefit under this Plan on December 31, 2003 may participate in this Plan on or after January 1, 2004 and (ii) persons who are described in clause (i) of this sentence may continue to accrue an Excess Benefit after January 1, 2004 only if (A) the sum of their Period of Service as an Employee and age, each as of January 1, 2004, equals 60 and (B) they have a Period of Service as an Employee of at least 5 years as of January 1, 2004 and (C) their rate of base pay is above $170,000 as of January 1, 2004."

3. Effect ...