Relationship Renewal

YOUR COMPANY

LOGOThe Memorial seeks to engage Morgan Stanley in dialogue specificto extending the Presenting Sponsorship Agreement for a period beginning in 2011.

Through this document a justification platform is offered which utilizes the most primary assets within the Memorial and the PGATOUR to deliver an acceptable business proposition. In developing the detail the Memorial applied focus to the following:

• Consideration of Morgan Stanley’s current business structure

• Acknowledgement of Morgan Stanley’s international investor partners.

• Recognition of the changing tide in public sentiment towards Financial Institution spending.

• Interest in leveraging the value of the Memorial’s considerable assets and that of Jack Nicklaus as an International icon to generate incremental value for Morgan Stanley.

Opening

YOUR COMPANY

LOGOIn an effort to deliver on the goals stated on the previous page this document will draw on the following to communicate the Memorial’s relevant value and to ultimately propose a going forward relationship structure :

• Golf & TOUR Fan Profile• TOUR Index = Audience Delivery• International Appeal – Valuable Extension• Financial Industry – Current State • Memorial Tournament - TOUR Leader• Benefit Review • Renewal Profile

Opening

YOUR COMPANY

LOGO

Golf & TOUR Fan ProfileStrong Brand Attributes

YOUR COMPANY

LOGO

• 110 Million Golf Fans• 180 Million TOUR TV Viewers in 2008• 45 Million Female Golf Fans• 28 Million Golf Participants• 8 Million TOUR Spectators

U.S. GOLF POPULATION

Source: TNS Intersearch ESPN Sports Poll; Nielsen Media Research; National Golf Foundation, 2008

Golf Fans

• Honesty, Integrity, Sportsmanship

• Players Viewed as Role Models

• Improving Communities & Volunteerism a Priority

IMAGE OF PGA TOUR PLAYERS & SPORT

(% FAVORABLE RESPONSES)

96.4%Enhances Local Community

97.4%Promotes Honest & Integrity

96.7%Encourages Volunteerism

97.8%Provides Good Role Models

97.3%Positive Overall Image

Source: Market Tools, 2008

TOUR HAS STRONGEST IMAGE IN SPORTS

Strategic Image

YOUR COMPANY

LOGO

$900$830

$720

$450$340$300

$580$680

1993 1995 1997 1999 2001 2002 2003 2004 2005 2006 2007 2008

Total Cumulative Charity Contributions - OVER $1.4 BILLION

$1.2B

$1B

$1.1B

$1.4B

Charitable ContributionsGROWING CHARTIABLE CONTRIBUTIONS

TOUR Index = Audience Delivery

Source: MRI Doublebase 2008

“Influentials” are the 10% of Americans that researchers have identified as those who influence the purchase decisions of all others

92

113116118

137

PGA TOUR MLB NBA NFL NASCAR

INDEX OF “INFLUENTIALS” IN AUDIENCE

Index v. US Avg. ( US Avg. = 100)

DELIVERING INFLUENTIALS

Influentials

147Decision Maker for Group Financial Products/Services

161Makes Purchasing Decisions: $500,000+

169Makes Purchasing Decisions: $1,000,000+

148Makes Purchasing Decisions: $100,000+

138Job Title: Chairman/Chief Executive Officer

146Job Title: Member of the Board

185Job Title: Chief Financial Officer

144Job Title: President

152Job Title: Top Management

Decision MakersBUSINESS DECISION MAKERS

Source: MRI Doublebase 2008

MRI Profile of PGA TOUR ViewersIndex vs. US Avg. (US Avg.=100)

237Personally Own Annuities: $150,000+

250Number of Investment Transactions in Last 12 Months: 50+

164Use Financial Planning or Money Management Counsel

222Personally Own Mutual Funds (Bonds): $150,000+

262Own any Stock: $100,000+

249Personally Own Mutual Funds (Stocks): $150,00+

266Personally Own Common Stock in Any Company: $150,000+

InvestorsINVESTORS

Source: MRI Doublebase 2008

MRI Profile of PGA TOUR ViewersIndex vs. US Avg. (US Avg.=100)

YOUR COMPANY

LOGO

74

127135

165

250

PGA TOUR MLB NFL NBA NASCAR

PGA TOUR vs. Other Leagues

Investors

Source: MRI, Doublebase 2008

119108

138127

146

250

PGA TOUR CNBC MCNBC CNN HistoryChannel

The WeatherChannel

PGA TOUR Audience vs.

Other Morgan Stanley Smith Barney Advertising Channels

Number of Investment Transactions in Last 12 Months: 50+

MRI Profile of PGA TOUR ViewersIndex vs. US Avg. (US Avg.=100)

INVESTORS

125130136149

266

PGA TOUR MLB NBA NFL NASCAR

Investors

Source: MRI, Doublebase 2008

129140

148160

186

264

PGA TOUR CNBC MCNBC CNN HistoryChannel

The WeatherChannel

Personally Own Common Stock in Any Company: $150,000+

MRI Profile of PGA TOUR ViewersIndex vs. US Avg. (US Avg.=100)

INVESTORS

PGA TOUR vs. Other Leagues PGA TOUR Audience vs.

Other Morgan Stanley Smith Barney Advertising Channels

171Acquired or Increased Investment in Any Mutual Funds in Last 12 Months

173Own Any Mutual Funds

181Own Morgan Stanley Mutual Funds

185Own Smith Barney Mutual Funds

124Acquired or Increased Investment in Smith Barney Mutual Funds inLast 12 Months

200Used Morgan Stanley Brokerage Firm

148Acquired or Increased Investment in Morgan Stanley Mutual Funds in Last 12 Months

203Used Smith Barney/Citigroup Brokerage Firm

ClientsMORGAN STANLEY SMITH BARNEY CLIENTS

Source: MRI Doublebase 2008

MRI Profile of PGA TOUR ViewersIndex vs. US Avg. (US Avg.=100)

Strategic ImageSYNERGISTIC BRANDS

• Positive Image

• One of the TOUR’s Most Prestigious Events

• Demographic Fit– Affluent/Educated Audience

– Business Decision Makers

– Influentials

– Investors

– Morgan Stanley Smith Barney Clients

International Distribution –Valuable Extension

• In 2009 The Memorial was Telecast Distributed to 220 Countries in Some Format (e.g., Live, Tape Delay, Full Broadcast, Highlights, etc.)

• Reached 488+ Million Households

International Television CoverageINTERNATIONAL TV COVERAGE

78144 160

197 216

350400

500

589

225 253

0

100

200

300

400

500

600

700

1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2009

Pote

ntia

l TV

Hou

seho

lds

(Mill

ions

)

INTERNATIONAL DISTRIBUTION OF TELECASTS HAS STEADILY INCREASED

International Distribution

Broadcast Distribution in the Morgan Stanley’s primary international markets Morgan Stanley Offices

Australia Australia CanadaCanadaChina China

France France Germany Germany Greece Greece Hong Kong Hong Kong Hungary Hungary India India Ireland Ireland

IsrealIsrealItaly Italy JapanJapan

Latin America Latin America

Netherlands Netherlands Russia Russia SaudiaSaudia Arabia Arabia

Singapore Singapore South Africa South Africa

Spain Spain Sweden Sweden SwitzerlandSwitzerlandTaiwanTaiwanTurkey Turkey United Arab United Arab EmeritesEmerites

UntedUnted KingdomKingdom

PGA TOUR DistributionAustralia Australia -- Fox SportsFox SportsCanadaCanada –– TSN/Golf Channel TSN/Golf Channel China China –– Golf Golf Channel/Guangdong SatelliteChannel/Guangdong SatelliteFrance France –– Sport +Sport +GermanyGermany -- Sky DeutschlandSky DeutschlandGreeceGreece –– NovasportNovasportHong KongHong Kong –– ii--Cable Cable Hungary Hungary –– EurosportEurosportIndiaIndia –– Ten Sports, Neo SportsTen Sports, Neo SportsIrelandIreland –– British British EurosportEurosport, , FIVEFIVEIsrealIsreal –– Fox Sports/ESPNFox Sports/ESPNItaly Italy –– SportitalitaSportitalitaJapan Japan –– NHK, Jupiter Golf NHK, Jupiter Golf NetworkNetworkLatin AmericaLatin America –– ESPN, Golf ESPN, Golf Channel Channel NetherlandsNetherlands –– Sport 1 Sport 1 RussiaRussia –– EurosportEurosportSaudi ArabiaSaudi Arabia –– Fox Sports, Fox Sports, ESPNESPNSingaporeSingapore –– StarHubStarHub Golf Golf Channel/Sports Channel/Sports South AfricaSouth Africa –– SupersportSupersport, , ESPNESPNSpain Spain –– Golf+/Golf+/Canal+DeportesCanal+DeportesSweden Sweden –– ViasatViasat Sport Sport SwitzerlandSwitzerland –– EurosportEurosportTaiwanTaiwan –– VideolandVideoland SportsSportsTurkeyTurkey –– EurosportEurosportUnited Arab United Arab EmeritesEmerites –– Fox Fox SportsSportsUnited Kingdom United Kingdom –– British British EurosportEurosport, FIVE, FIVE

International Distribution

Financial Industry – Current State

Financial IndustryNew Landscape for Financial Institutions who remain within sport

• Unwarranted and uncontrollable scrutiny applied to Morgan Stanley and others in 1st quarter of 2009

• PGA TOUR and Financial sponsors reacted by communicating “true value”through economic impact in local markets and financial impact for benefiting charities

• Results included:– Reduction of scrutiny in 2nd and 3rd

quarter as TARP is repaid and “true value” message was released

– Commitment by President Obama to act as “Honorary Chair” of Presidents Cup. Strong show of support for TOUR and its mission.

– TOUR events less cluttered w/ financial sponsors. Strongest continue with relationships and gain benefit.

The Memorial Tournament -

TOUR Leader

Prestigious PropertyTHE MEMORIAL – ONE OF TOUR’S MOST PRESTIGIOUS EVENTS

• Jack Nicklaus, Memorial host and founder, game’s greatest player

• Annually in top 3 of strongest fields on TOUR – world’s best compete

• 16 of 25 past winners are major champions:

• Jack Nicklaus, Tom Watson, Greg Norman, Jim Furyk, Vijay Singh, Ernie Els, Fred Couples and Tiger Woods (defending winner)

• Strong regional support – annually one of the largest attended tournaments on TOUR.

• Dedicated to recognize the greats of the past while showcasing the best of today

Prestigious PropertyTHE MEMORIAL – EXCLUSIVE VALUE DELIVERY

• Uniquely organized to eliminate all corporate brand association with exception of presenting sponsor, Morgan Stanley - Exclusive stage for Morgan Stanley.

• Delivery of one of a kind Pro-Am experience exclusively for Morgan Stanley – no other like it on TOUR.

• Staging of exclusive events that lend to Memorial’s one of a kind style on TOUR – i.e. Honoree Ceremony, Jack Nicklaus Clinic.

Television

Online

Radio

Print

Out of Home

Experiential

Mobile P.R.

THE MEMORIAL TOURNAMENT REACHES BROAD AUDIENCE

Broad Audience

YOUR COMPANY

LOGO

Extensive PromotionsNATIONAL PROMOTIONS

• Golf Channel– 282 Promo Units

– 35.3 GRP’s

• CBS– 15 Promo Units

– 33.6 GRP’s

• Tournament Collateral in 41 Airport Locations

• Coverage in Shoulder Programming:

– Inside the PGA TOUR

– Pre-Game & Post-Game

Extensive Television CoverageNEWS COVERAGE

• Local & National News Coverage: ESPN, CNN, FSN, GOLF Channel, etc.

• Print Coverage in Local Newspapers

• News Radio Across the Country

• Internet News Coverage:– PGATOUR.Com

– Golfchannel.com

– SportsIllustrated.com

– ESPN.com

PGATOUR.com

2009 Memorial Tournament

• 2.8 Million Uniques• 66 Million Page Views• 4.1 Million Visits

Extensive Internet CoverageLARGE DIGITAL FOOTPRINT

• Live Scoring• Over 2M Videos

Streamed Weekly• Shot Tracker: The Most

Advanced Golf Scoring Experience

PGA TOUR Content Partnerships and Official Extensions:• Yahoo! Golf: 4M+ Monthly Users• Yahoo! Behavior Targeting: Reaches 140M+ Monthly

Users• YouTube Official Page: Over 1 Million Video Views

Between January 1st and June 30th of 2009• Facebook Official Fan Page: 23,250 Fans• Twitter: 11,600 Followers• New Mobile Platform: 800K+ Monthly Users

Extensive Online CoverageLARGE DIGITAL FOOTPRINT

Benefit Review

Asset/Fee Share With the realization that Morgan Stanley’s business modelhas changed over the past 18 months the MemorialTournament suggests that the presenting sponsorship has become morevaluable, recognized through the following:

Morgan Stanley Smith Barney Morgan Stanley’s newly formed entity is perfectly structured to take advantage of all theMemorial Tournament’s assets. From broadcast commercial inventory and pre-eventpromotion to on-site entertainment benefits there exists the potential for measurable benefit.

Investor PartnersUnderstanding that Morgan Stanley has taken on partners in Mitsubishi Financial and ChinaInvestment Corp. the Memorial provides an opportunity for the partners to potentiallyassume a portion of the sponsorship fee obligation and/or benefit from the delivery of assetssuch as Pro-Am, Broadcast commercial inventory, Jack Nicklaus appearance.

Firm Wide As in previous years the various Institutional divisions of MorganStanley can take advantage of the most valuable assets provided duringtournament week and throughout the year.

Delivered Benefit DistributionMemorial

Tournamentpresented by

Morgan Stanley

WEDPro-Am

Pre-Event/Tournament Promotion(TV, PrintInternet)

TournamentCoverage

Media Value(CBS, GC, Int’l)

Tournament Client

Entertainment Options

Tourn. WeekVenues

Tourn. WeekGolf Functions

Pre-Event &Sat. Series

Fall ClientEvent w/JWN

Asian ClientEvent w/JWN

GWMG

MSIM

ISG

GWMG

MSIM

ISG

GWMG IIG IIG

Firm Wide

(IIG Primary)GWMG

GWMG GWMG

GWMG

Investor Partners(Japan & China)

Investor Partners(Japan &China)

Investor

Partners (Japan &

China)

Investor Partners (Japan &

China)

Profiled AssetsDomestic & International Broadcasts

With the advent of Morgan Stanley Smith Barney the Memorial Tournament broadcast delivers measurable increased value in recognition of the targeted, upscale audience which PGA TOUR events appeal to.

Jack Nicklaus AppearancesJack Nicklaus is committed to continue the annual appearance at a Morgan Stanley client event within the U.S., as well, Jack is interested in further supporting Morgan Stanley by offering to appear on behalf of Morgan Stanley Investor Partners or client events in Asia and Europe based on mutual schedules.

Client ConnectionAdditional opportunity to utilize the Memorial Tournament as back drop to leverage value within the new entity – Morgan Stanley Smith Barney. From creation of a pre-Memorial national event and promotion programs to Tournament week on-site activation through hospitality venues, pro-am events (Wed and Sat) and hosted functions (w/ TOUR player appearances) there exists an integrated platform that will deliver significant benefit to those who participate and attend.

YOUR COMPANY

LOGO

Media Value

$3,300,000Television Ad Units

$1,000,000Local Media

$15,000,000 - $21,600,000International TV Coverage

$6,900,000News Coverage

$2,600,000National Promotions

$5,400,000In-Program Exposure

Estimated ValueElement

TOTAL ESTIMATED MEDIA VALUE FOR PRIMARY SPONSORSHIP

$34,500,000 - $40,800,000*

*Above & Beyond Ad Units*Presenting Sponsor Value is Lower but Still

SignificantSource: Joyce Julius, Cision Information, Repucom Intl -

Renewal Proposal Profile

• Memorial requests Morgan Stanley’s commitment to renew/extend the existing contract to include 2011 thru 2015.

• Memorial and Morgan Stanley maintain existing “Presenting Sponsor” status with Morgan Stanley brand name/logo incorporated in event name/logo.− Consider replacing “Morgan Stanley” name/logo with “Morgan Stanley Smith

Barney” within all publicly communicated materials and media outlets.

• Build on existing package of asset provision (i.e. Pro-Am, media benefits, entertainment venues, etc.) with enhanced assets – Jack Nicklaus appearances, Fall client events, Pre-Memorial FA event series, TOUR player interaction.

Agreement Extension