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    Deleveraging: Unwinding the Tape

    November 5, 2008

    Primary Analysts: Neil McLeish +44 20 [email protected] Sheets +44 20 7677-2905

    Phanikiran Naraparaju +44 20 7677-5065Ahmed Nassar +44 20 7677-0257

    Morgan Stanley & Co. International plc

    The Primary Analyst(s) identified above certify that the views expressed in this report accurately reflect his/her/their personal views about the subjectsecurities/instruments/issuers, and no part of his/her/their compensation was, is or will be directly or indirectly related to the specific views orrecommendations contained herein.

    This report has been prepared in accordance with our conflict management policy. The policy describes our organizational and administrativearrangements for the avoidance, management and disclosure of conflicts of interest. The policy is available at www.morganstanley.com/institutional/research.

    Please see additional important disclosures at the end of this report.

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    Breaking Down Deleveraging

    We see deleveraging as an issue that has, and will, unfold in stages.1) The first stage was dominated by product deleveraging in SIVs, ABS CDOs, CPDOs, etc. These

    products contained financial leverage and structural leverage in varying degrees, but a strong themewas the underperformance of higher-quality risks. Main underperformed XOver, super-seniorunderperformed equity, credit underperformed stocks

    2) The second stage was deleveraging by banks, and our analysis of bank balance sheets indicatesthat steady progress has been made in reducing asset exposures. Recent capital injections bygovernments have dramatically accelerated this process. We remain very bullish on bank debt, andwe view it as a shrinkingasset class in the context of further deleveraging

    3) The third stage (which we think we have been in) seems more focused on investor deleveraging, asvolatile markets, leveraged positions and tighter credit have all added significant pressure

    4) The last stage, in our view, will be deleveraging by (mostly US and UK) consumers. By its nature,this will take longer to play out, and we see its effect playing out over the course of several years

    Please see additional important disclosures at the end of this report.

    Over the last several weeks, a dominant theme in client conversations has been deleveraging. How bigis the problem? How much further will it go? What, if anything, will break the negative feedback loop?

    While deleveraging has been an oft-proscribed ailment of markets, the difficulty of quantifying theproblem has made it that much more intimidating as a market force. In this note, we attempt to push

    back some on the deleveraging theme. This is not the first stage of deleveraging in this credit cycle, andis unlikely to be the last. But in our view, not enough credit is being given for progress in the marketslargest, most leveraged sector: Banks

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    Non-Bank Deleveraging Underway for Some Time

    The hardest aspect of deleveraging is separating those who are being forced to sell from the selling thatoccurs because of good old-fashioned concern. SIVs and ABS CDOs were both massive players incorporate and ABS credit markets, respectively. Note the risk reductions here have been going on, almostcontinuously, since autumn 2007. But a major adjustment to financial CP post the Lehman default has,somewhat violently, brought the CP market back to its 2001 levels

    Asset Backed + Financial CP at 2001 Levels CDO Liquidations Since December 2007

    Source: Morgan Stanley Research, Federal ReserveNote: Predominately ABS CDOs

    Source: Morgan Stanley ResearchPlease see additional important disclosures at the end of this report.

    $Bn Outstanding

    400

    600

    800

    1,000

    1,200

    1,400

    1,600

    1,800

    2,000

    2,200

    2001 2002 2003 2004 2005 2006 2007 2008

    Asset-Backed CP

    Financial CP

    Combined

    Cumulative Liquidations ($mm)

    0

    10,000

    20,000

    30,000

    40,000

    50,000

    60,000

    70,000

    80,000

    Dec-07

    Jan-08

    Feb-08

    Mar-08

    Apr-08

    May-08

    Jun-08

    Jul-08

    Aug-08

    Sep-08

    Oct-08

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    Banks Are Making Significant Progress

    The capital injections over the last several weeks are substantial, and there is tangible evidence ofdeleveraging (raising equity or selling assets both do the trick). Tier 1 ratios for major US and Europeanbanks are now substantially higher than a year ago, despite the deluge of write-downs and provisioning.Banks are certainly shedding assets too but, importantly, this has been a steady process, in our view, nota recent phenomenon. Particularly important to our world, over US$121 billion of corporate bonds havebeen sold off from the balance sheets of the Primary Dealers over the last year

    Tier 1 Ratios Post-Injections & Capital Raises Far Fewer Corporate Bonds on Dealer Balance Sheets

    Source: Morgan Stanley ResearchNote: Corporates >1yr in maturitySource: New York Federal Reserve

    Please see additional important disclosures at the end of this report.

    Tier 1 Ratio

    6%

    7%

    8%

    9%

    10%

    11%

    12%

    13%

    14%

    3Q07 4Q07 1Q08 2Q08 3Q08 3Q Pro

    Forma

    CS

    RBS

    BARC

    DBCJPM

    SocGen

    BACBNP

    $Bn Corporate Bonds held by Primary Dealers

    $0

    $50

    $100

    $150

    $200

    $250

    Jul-01

    Jul-02

    Jul-03

    Jul-04

    Jul-05

    Jul-06

    Jul-07

    Jul-08

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    $Bn Outstanding Leveraged Finance Exposures

    $0

    $50

    $100

    $150

    $200

    $250

    $300

    $350

    3Q07 4Q07 1Q08 2Q08 3Q08

    GS

    LEH

    MER

    JPM

    Citi

    BACUBS

    BARC

    RBS

    DB

    CS

    BNP

    Focusing on Bank Exposure to Leveraged Finance

    To focus on bank risk reduction in more detail, we turn to the leveraged finance sector. Net exposuresamong large underwriters have fallen 68% YoY, through a combinations of write-downs, sales andterminations. Again, progress here has been measured and steady over several quarters, which isimportant given the size of the exposure that needed to be worked through

    Major Reductions in Leveraged Finance Risk Risk Reduction Through Lower Marks

    Source: Morgan Stanley Research,Company Reports

    Please see additional important disclosures at the end of this report.

    - 68%

    Avg. Mark on Leveraged Finance (% of Par)

    BNP

    CS

    BAC

    Citi

    JPM

    MER

    DB

    RBS

    LEH

    GS

    60%

    65%

    70%

    75%

    80%

    85%

    90%

    95%

    100%

    4Q07 1Q08 2Q08 3Q08

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    Cumulative Delta-Neutral Return

    -4%

    -3%

    -2%

    -1%

    0%

    1%

    2%

    3%

    4%

    5%

    Dec-07 Mar-08 Jun-08 Sep-08

    CDX 30-100% iTraxx 22-100%

    High Quality Responding Differently to Deleveraging

    A major theme of the deleveraging from earlier this year was the underperformance of higher-qualityassets, as investors looked to shed negative convexity, and banks looked to hedge notional risk (which iseasier to do up the capital structure. Super-senior tranches underperformed equity, LVol underperformedHVol, and AAA ABX and CMBX were hammered. This is not the case today. Credit is only back to Marchwides while equities made large new lows. Super-senior tranches have been stellar, and cyclicals (Hvol)were hit hard. So, something is certainly different about the most recent deleveraging wave

    Super-Senior Performance Is Telling HVol vs. LVol: Different Deleveraging Response

    Source: Morgan Stanley ResearchSource: Morgan Stanley Research, Bloomberg

    Please see additional important disclosures at the end of this report.

    Super-Senior Outperforming,despite deleveraging

    Super-Senior suffers,deleveraging blamed

    0

    50

    100

    150

    200

    250

    300

    350

    400

    0 25 50 75 100 125 150LVol

    HVol

    Today

    March 13

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    Tighter Credit, Fewer Loans

    Credit rationing ahead of a deteriorating economic backdrop (rather than deleveraging in the strict sense)better explains the high-quality/low-quality price action in recent moves. A new SLOS from the Fed out onNovember 3 indicates that C&I credit conditions continue to contract, and loan growth looks to slowconsiderably further

    European Lending Standards Still Net TighterC&I Lending Continues to Tighten in US

    Source: Federal Reserve Senior Loan Officers Survey, 3 Nov 08Source: Morgan Stanley Research, ECB

    Please see additional important disclosures at the end of this report.

    Net % of Institutions Reporting Tightening

    -40

    -20

    0

    20

    40

    60

    80

    100

    Jun-

    90

    Jun-

    92

    Jun-

    94

    Jun-

    96

    Jun-

    98

    Jun-

    00

    Jun-

    02

    Jun-

    04

    Jun-

    06

    Jun-

    08

    Mortgage

    C&I

    Prime Mortages

    Subprime Mortgages

    Net % Tightening of Credit Standards To

    Euro Area Residents

    -20

    -10

    0

    10

    20

    30

    40

    50

    60

    70

    Q1 2003 Q1 2004 Q1 2005 Q1 2006 Q1 2007 Q1 2008

    Total

    HousingNon-Fin. Corporates

    Consumer Lending

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    While Deposit Growth Is Now Outstripping Asset Growth

    Simultaneous to tighter lending standards, banks are pushing aggressively for deposit funding. One canhardly blame them, given the current gap between unsecured senior yields and term deposits, and equitymarkets being increasingly punitive to wholesale funding. For the first time since 2002, YoY growth indeposits exceeds YoY growth in assets for US, European and UK banks. Less spending by consumersand a broader investor move into cash over the last two months also help

    Deposit Growth Now Greater than Asset Growth and Deposit Funding Looks Very Attractive

    Source: Morgan Stanley Research, ECB, BoE, Federal ReserveSource: Morgan Stanley Research, BoE, iBoxx

    Please see additional important disclosures at the end of this report.

    YoY Asset Growth - YoY Deposit Growth

    -8%

    -6%

    -4%

    -2%

    0%

    2%

    4%

    6%

    8%

    10%

    2000 2001 2002 2003 2004 2005 2006 2007 2008

    US

    Europe

    UK3.0%

    4.0%

    5.0%

    6.0%

    7.0%

    8.0%

    9.0%

    1996 1997 1999 2000 2002 2003 2005 2006 2008

    UK Fixed Rate Bond Deposit rate

    Yield on AA-Rated Bank Paper

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    Meaning That Bank Debt Is a ShrinkingAsset Class

    Lending continues to tighten, deposits are growing faster than new loans, and government-supportedfunding avenues are being made available to banks. With all this, the attractiveness of unsecured fundingvia capital markets at current prices is certainly reduced, helping to push net issuance in bank debtnegative for the first time since our data began. Even if we repeat 2004-05 issuance trends, a heavyredemption profile will mean bond supply continues to contract. This is a technical positive for bank debt

    Net Issuance Now Negative, and Barring a Major Capital Markets Reversal, Will Stay That Way

    Source: Morgan Stanley Research, Dealogic Please see additional important disclosures at the end of this report.

    12m Net Issuance / Nominal GDP

    -10%

    -5%

    0%

    5%

    10%

    15%

    20%

    25%

    30%

    1992 1994 1996 1998 2000 2002 2004 2006 2008 2010

    Financial Net Issuance

    Assuming 2004 Issuance Going Foward

    Bond Supply Shrinking

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    Hedge Funds and Deleveraging

    Can we quantify pressure to de-lever at hedge funds? Through September 2008, net outflows were fairlysmall in relation to overall assets, but we acknowledge the prisoners dilemma at work here, as manyinvestors must prepare for outflows that only some will eventually experience

    Net Asset Flow from Credit Hedge Funds but Credit Hedge Fund Assets Are Still WellAbove 2006 Levels

    Source: Hedge Fund Research, Morgan Stanley ResearchSource: Hedge Fund Research, Morgan Stanley Research

    Please see additional important disclosures at the end of this report.

    Net Asset Flow $Bn

    -10

    -5

    0

    5

    10

    15

    20

    25

    30

    35

    1990

    1991

    1992

    1993

    1994

    1995

    1996

    1997

    1998

    1999

    2000

    2001

    2002

    2003

    2004

    2005

    2006

    2007

    2008YTD

    FI: Corporate

    FI: Asset Backed

    Credit ArbitrageDistressed

    Credit HF Assets $Bn

    0

    50

    100

    150

    200

    250

    1990

    1991

    1992

    1993

    1994

    1995

    1996

    1997

    1998

    1999

    2000

    2001

    2002

    2003

    2004

    2005

    2006

    2007

    2008Q1

    2008Q2

    2008Q3

    FI: Corporate

    FI: Asset Backed

    Credit Arbitrage

    Distressed

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    The Scope for Further European Loan Sales?

    Further deleveraging in European secured loans will be a story of the various holders. CDOmanagers (ie, CLOs) will be strong hands, in our view, as only ~5% of these vehicles have MtMtriggers (the rest enjoy term funding of liabilities at attractive terms). CLOs are restricted frombuying large parts of the loan market because prices are too low, as CLO mandates generallyrequire a minimum price of $80 on purchases of new loan collateral.

    In the table below, we attempt to estimate the holder base of leveraged loans from disclosures ofnew issue purchases, adjusted for repayment profiles and vintage balance of the current market.While imperfect, we think it helps to put the size of the various holders in context

    Estimates of Holdings of European Leveraged Loans

    Note: Data suggest that nearly all 2003-vintage and earlier loans have been refinancedSource: Morgan Stanley Research, S&P LCD

    Please see additional important disclosures at the end of this report.

    Vintage

    Non-European

    Banks

    European

    Banks

    Securities

    Firms

    Finance

    Co. Insurance

    CDO

    Managers

    Credit

    Funds

    Prime Rate Rate /High Yield Retail

    Funds Total

    2004 1.0 5.8 0.5 0.1 0.1 2.1 0.2 0.0 9.8

    2005 4.3 21.7 1.8 1.0 0.4 13.2 4.1 0.0 46.6

    2006 8.0 35.9 4.2 1.1 0.3 36.3 8.2 0.6 94.5

    2007 12.3 46.6 11.3 2.0 1.0 56.2 22.5 5.2 157.0

    2008 5.3 29.1 1.5 0.3 0.6 8.6 5.5 0.5 51.3

    Total 30.9 139.1 19.2 4.5 2.4 116.3 40.5 6.2 359.2

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    Navigating the Stages of Deleveraging

    Deleveraging has been a dominate market theme over the last several weeks, but it is hardly a new one.We have gone through several stages of deleveraging since the crisis started, this is only the most recent

    We believe that the deleveraging of the banking system (and large swathes of leveraged vehicles) hasprogressed much further than investors give credit for. Based on client conversations, it is here where we

    differ most from the consensus. The major banks in Europe and the US have raised significant amounts ofTier 1 capital, and aggressively marked down large quantities of credit assets. Overall, we believe thatsignificant bank deleveraging has already occurred

    Technicals for bank paper are also positive, in our view. Banks are tightening credit, and appear to betaking in deposits faster than new loans are being granted. At the same time, large new providers of bankfunding have sprung up in the form of bank-guaranteed paper (where investors are indexed to a

    Super/Sovereign benchmark), and central governments themselves. All these help to explain whyunsecured bank debt is now a shrinking asset class, and could remain one over the next 18 months.

    Investor deleveraging remains a risk in higher-beta, less liquid parts of the market where it will take timefor new investors to step into the market (e.g., leveraged loans).

    The last stage will be deleveraging of the consumer, which is just starting and will drive a severe hit to

    cyclical earnings in 2009. Bank paper remains our preferred sector, but we would still be looking to golong non-cyclicals that have been beaten down by recent investor deleveraging (German Cable Loans,Telecom, Utilities, IG Pharma) against more cyclical credits. We are aggressive buyers of IG new issues,believing they select for credits which have market access, are cheap, and allow investors with drypowder to invest alongside those in a similarly strong position

    Please see additional important disclosures at the end of this report.

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    Rating Distribution Table

    Please see additional important disclosures at the end of this report.

    Credit Products Rating Distribution Table

    (as of Oct 31, 2008)

    Rating Count

    % of

    Total Count

    % of

    Total IBC

    % of

    Rating Category

    Overweight 82 36% 49 33% 60%

    Equal-weight 89 39% 61 41% 69%

    Underweight 56 25% 37 25% 66%

    Total 227 147

    Analyst Ratings Definitions

    Equal-weight (E) Over the next 6 months, the fixed income instruments total return is expected to be in line with the average total

    return of the relevant benchmark, as described in this report, on a risk adjusted basis.

    Underweight (U) Over the next 6 months, the fixed income instruments total return is expected to be below the average total

    return of the relevant benchmark, as described in this report, on a risk adjusted basis.

    More volatile (V) The analyst anticipates that this fixed income instrument is likely to experience significant price or spread

    volatility in the short term.

    Coverage Universe Investment Banking Clients (IBC)

    Coverage includes all compani es that we currently rate. Investment Banking Clients are companies from whom Morgan Stanley or an affiliate received

    inv estment banking compensation in the last 12 months.

    Overweight (O) Over the next 6 months, the fixed income instruments total return is expected to exceed the average total return

    of the relevant benchmark, as described in t his report, on a risk adjusted basis.

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    Disclaimer

    Important Disclosures On Subject Companies

    The information and opinions in this report were prepared by Morgan Stanley & Co. Incorporated and/or one or more of its affiliates (collectively, Morgan Stanley) and the

    research analyst(s) named on page one of this report.

    Morgan Stanley policy prohibits research analysts from investing in securities/instruments in their MSCI sub industry. Analysts may nevertheless own such

    securities/instruments to the extent acquired under a prior policy or in a merger, fund distribution or other involuntary acquisition.

    Morgan Stanley is involved in many businesses that may relate to companies or instruments mentioned in this report. These businesses include market making, providingliquidity and specialized trading, risk arbitrage and other proprietary trading, fund management, investment services and investment banking. Morgan Stanley trades as

    principal in the securities/instruments (or related derivatives) that are the subject of this report. Morgan Stanley may have a position in the debt of the Company or

    instruments discussed in this report.

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