MORGAN STANLEY Global Medium-Term Notes, Series G and Series H Global Units, Series G and Series H AMENDED AND RESTATED EURO DISTRIBUTION AGREEMENTNotes Terms Agreement • January 10th, 2008 • Morgan Stanley • Security brokers, dealers & flotation companies • 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 $125,452,274,876 (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 result of the sale of the Company’s (i) Global Medium-Term Notes, Series F, to be sold primarily inside the United States, (ii) Global Units, Series F, to be sold primarily inside t
