Morgan Stanley

Gary Lynch Named Chief Legal Officer of Morgan Stanley

Jul 18, 2005

Vice Chairman David Heleniak to Focus on Investment Banking and Key Strategic Issues

New York —

Morgan Stanley announced today that Gary G. Lynch has been named Chief Legal Officer and a member of the Firm's management committee, effective October 18, 2005. He will report directly to Chairman and Chief Executive Officer John J. Mack.

David W. Heleniak, who joined Morgan Stanley in May 2005 as vice chairman, managing director and member of the firm's management committee, will focus, as a member of the Office of the Chairman, on key strategic issues for the Firm as well as on Morgan Stanley's investment banking business. The Firm's legal department will report to Mr. Heleniak until Mr. Lynch joins the Firm.

Mr. Mack said, "Having worked closely with Gary over the years, I know first hand the integrity and judgment that he brings to an organization. Gary has a proven track record of building a strong compliance culture and working effectively to resolve complex regulatory and litigation issues. As a former head of the SEC's Enforcement Division, he had a distinguished career in public service, and he has extensive experience in both the financial and legal sectors, as well. As we work to uphold the highest standards of professional conduct and build effective relationships with all of our regulators and other key stakeholders worldwide, Gary will play a critical role at the Firm."

Mr. Mack added, "David Heleniak will focus his talents on working with Morgan Stanley's investment banking business as well as working with me on key strategic issues, which he has already begun to do. In his 31-year career at Shearman & Sterling, which included leadership of the Firm's M&A practice as well as of the entire firm, David provided clients with sharp strategic insight and helped them to successfully execute complex financial transactions - experience that will continue to be of tremendous value to Morgan Stanley and its clients."

Donald G. Kempf, who has served as Morgan Stanley's chief legal counsel since 1999, will retire from the Firm as previously announced. "We appreciate everything that Don Kempf has contributed to Morgan Stanley over the past six years and wish him the best in his future endeavors," Mr. Mack said.

Gary Lynch

Mr. Lynch, 54, joined CSFB as Global General Counsel in October, 2001. In December 2002, he was named Executive Vice Chairman and placed in charge of overseeing both the Research and the Compliance Divisions. From 1985 to 1989, Mr. Lynch served as director of the Enforcement Division of the SEC. In that capacity, he directed the activities of a nationwide staff of 700 employees responsible for enforcing federal securities laws. In his 13 years with the SEC, Mr. Lynch participated in many of its most important actions and initiatives in the areas of corporate disclosure, tender offers and proxy contests, and insider trading.

In 1989, following his service at the SEC, Mr. Lynch joined the law firm of Davis Polk & Wardwell as a partner. He advised and represented a wide cross-section of that firm's clients, including major public companies and investment and accounting firms. He also conducted internal investigations on behalf of senior management or the boards of directors of corporations and provided counsel on corporate governance matters.

Mr. Lynch graduated from Syracuse University in 1972, Phi Beta Kappa. He received his J.D. from Duke University School of Law in 1975. A frequent lecturer on a wide variety of subjects relating to the federal securities laws, Mr. Lynch regularly appears on the faculty of continuing legal education programs.

David Heleniak

Mr. Heleniak, 60, joined Morgan Stanley in May, 2005. He had been the senior partner at Shearman & Sterling, with management responsibility for all of the firm's practices and operations, and, before being named senior partner, had headed that firm's highly-ranked merger and acquisition practice. He represented Citicorp in its merger with Travelers Group, Sandoz in its merger with Ciba-Geigy to form Novartis, Alex. Brown in its merger with Bankers Trust, and Viacom in its acquisitions of Paramount and Blockbuster, among many other transactions.

Mr. Heleniak joined Shearman & Sterling in 1974. From 1977 to 1979, he served the United States Government in the Department of the Treasury, first as Executive Assistant to the Deputy Secretary and subsequently as Assistant General Counsel (Domestic Finance.) From 1981 to 1984, he headed the firm's Hong Kong office, where he represented, among others, China National Coal Development Corporation in the first major joint venture completed by a Chinese entity with a US partner.

Donald Kempf

Mr. Kempf, 68, joined Morgan Stanley in 1999. He had been a lawyer with Kirkland & Ellis since 1965. He is a graduate of the Harvard Law School. He received an MBA from the University of Chicago and his undergraduate degree from Villanova University. He is a Fellow of the American College of Trial Lawyers, a Trustee of the American Inns of Court, and a past president of both the Seventh Circuit Bar Association and the Chicago Inn of Court. He served in the United States Marine Corps.

Morgan Stanley is a global financial services firm and a market leader in securities, investment management and credit services. With more than 600 offices in 28 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations.