0000950103-07-001944 Sample Contracts

MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series F
u.s. Distribution Agreement • July 30th, 2007 • Morgan Stanley • Security brokers, dealers & flotation companies • New York

This Amended and Restated U.S. Distribution Agreement amends and restates the U.S. Distribution Agreement between you and Morgan Stanley, a Delaware corporation (the “Company”) dated January 25, 2006 for the purpose of including terms relating to the issuance by the Company of the Company’s Global Warrants, Series F (“the Warrants”), alone and not only as part of a Unit (as defined herein). The date of this Amended and Restated U.S. Distribution Agreement is the Commencement Amendment Date.

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