FORM OF UNDERWRITING AGREEMENT (PREFERRED STOCK, DEPOSITARY SHARES AND COMMON STOCK) MORGAN STANLEYUnderwriting Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • Finance services • New York
FORM OF MORGAN STANLEY UNDERWRITING AGREEMENT (DEBT SECURITIES, WARRANTS, PURCHASE CONTRACTS AND UNITS)Underwriting Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • Finance services • New York
FORM OF UNDERWRITING AGREEMENT MORGAN STANLEY CAPITAL TRUST [ ] CAPITAL SECURITIES (Fully and unconditionally guaranteed, to the extent described herein, by Morgan Stanley)Underwriting Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • Finance services • New York
MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series Fu.s. Distribution Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • 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 $235,452,274,876 (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
MORGAN STANLEY Global Medium-Term Notes, Series G and Series H Global Units, Series G and Series H EURO DISTRIBUTION AGREEMENTEuro Distribution Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • 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 $235,452,274,876 (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
SEVENTH SUPPLEMENTAL SENIOR INDENTURE BETWEEN MORGAN STANLEY AND THE BANK OF NEW YORK MELLON as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), Trustee Dated as of November 21, 2011 SUPPLEMENTAL TO SENIOR INDENTURE...Seventh Supplemental Senior Indenture • November 21st, 2011 • Morgan Stanley Capital Trust XII • Finance services • New York
SEVENTH SUPPLEMENTAL SENIOR INDENTURE, dated as of November 21, 2011 (the “Seventh Supplemental Senior Indenture”), between Morgan Stanley, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (the “Trustee”) and, for purposes of Article Two hereof, as Paying Agent (as defined below). Terms not defined herein shall have the meanings given to them pursuant to the Indenture, as defined below.
FORM OF FACE OF NOTE] EURO FIXED RATE SUBORDINATED REGISTERED NOTESubordinated Note Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • Finance services
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED) (THE “FIEL”). THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, OTHERS FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN.1
FORM OF FACE OF NOTE] EURO FIXED RATE SENIOR REGISTERED NOTENote Agreement • November 21st, 2011 • Morgan Stanley Capital Trust XII • Finance services
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED) (THE “FIEL”). THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, OTHERS FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN.1
