THE BANK OF NEW YORK MELLON, Trustee Form of Series V Junior Subordinated Indenture Dated as of [ ], [20_ _]Junior Subordinated Indenture • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services
THIS INDENTURE, dated as of [ ], [20_ _] between MORGAN STANLEY, a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”),
FORM OF UNDERWRITING AGREEMENT (PREFERRED STOCK, DEPOSITARY SHARES AND COMMON STOCK) MORGAN STANLEYUnderwriting Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
FORM OF MORGAN STANLEY UNDERWRITING AGREEMENT (DEBT SECURITIES, WARRANTS, PURCHASE CONTRACTS AND UNITS)Underwriting Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
the Securities Act] 5. [orally communicated pricing information to be included on Schedule I if a final term sheet is not used] [to be discussed]
FORM OF UNDERWRITING AGREEMENT MORGAN STANLEY CAPITAL TRUST [ ] CAPITAL SECURITIES (Fully and unconditionally guaranteed, to the extent described herein, by Morgan Stanley)Underwriting Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
TRUST AGREEMENT OF MORGAN STANLEY CAPITAL TRUST XIITrust Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • Delaware
THIS TRUST AGREEMENT is made as of December 12, 2008 (this "Trust Agreement"), among Morgan Stanley, a Delaware corporation, as depositor (the "Depositor"), BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware Trustee (the "Delaware Trustee"), The Bank of New York Mellon, a New York banking corporation, as property trustee (the "Property Trustee," and together with the Delaware Trustee, the "Issuer Trustees"), and Debra M. Aaron and Daniel B. Park, individuals, as administrators (together, the "Administrators"). The Depositor, the Issuer Trustees and the Administrators hereby agree as follows:
MORGAN STANLEY Global Medium-Term Notes, Series G and Series H Global Units, Series G and Series H EURO DISTRIBUTION AGREEMENTEuro Distribution Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
Morgan Stanley, a Delaware corporation (the “Company”), confirms its agreement with you with respect to the issue and sale from time to time by the Company primarily outside the United States of up to $165,452,274,876 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by the Company, of its Global Medium-Term Notes, Series G and Series H, each due more than nine months from the date of issue (the “Notes”) and its Global Units, Series G and Series H (the “Units” and together with the Notes, and any other securities that may be offered by post-effective amendment to the Registration Statement referred to below, the “Program Securities”), in each case subject to reduction as a result of (A) the prior sale of the Company’s Notes and Units and (B) the prior or future sale of the Company’s (i) Global Medium-Term Notes, Series F, to be sold primarily ins
MORGAN STANLEY Morgan Stanley DirectSecuritiesSM DISTRIBUTION AGREEMENTDistribution Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
Morgan Stanley, a Delaware corporation (the “Company”), confirms its agreement with you with respect to the issue and sale from time to time by the Company of up to U.S.$2,000,000,000 aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by the Company, of its Morgan Stanley DirectSecuritiesSM having a maturity more than nine months from the date of issue (the “Notes”) or such larger aggregate initial public offering price as the Company may determine to offer (the “Program Capacity”), subject to reduction as a result of the sale of (1) the Company’s (i) Global Medium Term Notes, Series F (issued other than as part of a Unit), (ii) Global Units, Series F, (iii) Global Medium Term Notes, Series G and Series H (issued other than as part of a Unit), primarily outside of the United States, and (iv) Global Units, Series G and Series H, primarily outside of the United States, and other debt securities, warrants, preferred stock, com
FORM OF PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT] MORGAN STANLEY [Insert Designation of Physically-Settled Pre-paid Purchase Contracts] PHYSICALLY- SETTLED PRE-PAID PURCHASE CONTRACT(S) Physically-Settled Pre-paid Purchase Contracts between...Physically-Settled Pre-Paid Purchase Contract • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services
Morgan Stanley, a Delaware corporation (the “Corporation”), for value received, agrees to deliver on the Settlement Date, subject to the terms of the Unit Agreement referred to below and as set forth herein, the Aggregate Quantity of Pre-paid Purchase Contract Property. The Physically-Settled Pre-paid Purchase Contract(s) (the “Pre-paid Purchase Contract(s)”) evidenced hereby shall not entitle the Holder to receive the Pre-paid Purchase Contract Property prior to the Settlement Date.
ANDJunior Subordinated Indenture • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series Fu.s. Distribution Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York
Morgan Stanley, a Delaware corporation (the “Company”) confirms its agreement with you with respect to the issue and sale from time to time by the Company of up to $165,452,274,876 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by the Company, of its Global Medium Term Notes, Series F (the “Notes”), its Global Units, Series F (the “Units”) and its Global Warrants, Series F (the “Warrants” and, together with the Notes, the Units and any other securities that may be offered by post-effective amendment to the Registration Statement referred to below, the “Program Securities”), in each case subject to reduction as a result of (A) the prior sale of the Company’s Notes, Units and Warrants and (B) the prior or future sale of the Company’s (i) Global Medium Term Notes, Series G and Series H, primarily outside of the United States, (ii) Global Units, S
