MORGAN STANLEY CAPITAL TRUST VII AMENDED AND RESTATED TRUST AGREEMENT among MORGAN STANLEY, as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and the Administrators named hereinTrust Agreement • October 12th, 2006 • Morgan Stanley • Security brokers, dealers & flotation companies • Delaware
The Issuer Trust, and by acceptance of a beneficial interest in the Common Securities, each beneficial owner of the Common Securities will be deemed to have agreed to treat, for United States Federal income tax purposes, the Junior Subordinated Debentures as indebtedness of the Depositor and to treat the Common Securities as evidence of a beneficial ownership interest in the Junior Subordinated Debentures through a grantor trust.
ContractMorgan Stanley • October 12th, 2006 • Security brokers, dealers & flotation companies
REPLACEMENT CAPITAL COVENANT, dated as of October 12, 2006 (this “Replacement Capital Covenant”), by Morgan Stanley, a Delaware corporation (the “Issuer”), in favor of, and for the benefit of, each Covered Debtholder (as defined below).
