FORM OF UNDERWRITING AGREEMENT (PREFERRED STOCK, DEPOSITARY SHARES AND COMMON STOCK) MORGAN STANLEYUnderwriting Agreement • November 19th, 2014 • 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 19th, 2014 • Morgan Stanley Capital Trust XII • Finance services • New York
Company under Rule 433(d) of 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] Securities to be purchased: [insert Full Title of Securities] CUSIP/ISIN/Common Code: Aggregate Principal Amount: $___________ Purchase Price: ____% of the principal amount of the Securities, plus accrued interest, if any, from ________________, 20__ Contract Securities Commission Price to Public: % of the principal amount of the Contract Securities Maturity Date: ________________, 20__ Original Issue Date: Accrual Date: Interest Rate:17 ____% per annum, accruing from __________________, 20__ Interest Payment Dates: Interest Payment Dates: _____________ and ______________ commencing ________________, 20__ Interest Payment Period: Optional Repayment Date(s): Optional Redemption Date(s):
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 19th, 2014 • 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 19th, 2014 • 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 $323,289,109,333 (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,
MORGAN STANLEY Global Medium-Term Notes, Series G and Series H Global Units, Series G and Series H EURO DISTRIBUTION AGREEMENTEuro Distribution Agreement • November 19th, 2014 • 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 $323,289,109,333 (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
