Administration February 7, 2006

AFSCME to Morgan Stanley: We Need to Talk

July 14, 2005 (PLANSPONSOR.com) - The American Federation of State, County and Municipal Employees (AFSCME) public employee union pension plan has asked to meet with the lead director of Morgan Stanley to discuss the makeup of its board and the way it makes decisions.

Reported by

Fred Schneyer

AFSCME said it wants to talk about director qualifications – such as experience with finance companies and independence – the composition of key committees, the 80% of outstanding votes required to amend company by-laws, and new board nominating procedures. The union also wants to discuss compensation issues like pay-for-performance measurements and transparency

The request comes as pressure to change Morgan Stanley’s board intensified this week after revelations about a $32 million golden parachute for recently departed co-president Stephen Crawford only intensified investor concerns that directors and management are too close, Reuters reported.

Investors are still upset about a $113 million severance pay package for former Chief Executive Philip Purcell, who retired last month after a shareholder revolt, and a possible $21million payment to Chief Financial Officer David Sidwell should he leave the bank, according to the report.

“We believe with a new management team being formed, now is the time for the board to reevaluate its composition and decision making procedures,” union officials said in their letter to lead Morgan Stanley director Miles March, according to the union’s Web site statement .

Newly appointed Chief Executive John Mack last week relinquished a guaranteed pay package, instead opting to tie his pay to the bank’s performance.