0000950130-03-001275 Sample Contracts

Contract
Service Agreement • February 19th, 2003 • Morgan Stanley • Finance services

(Certain confidential portions of this Exhibit have been omitted, as indicated by a { * } in the text, and filed with the Commission.)

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AMENDMENT NO. 2 to the AMENDED AND RESTATED TRUST AGREEMENT by and between MORGAN STANLEY and STATE STREET BANK AND TRUST COMPANY
Trust Agreement • February 19th, 2003 • Morgan Stanley • Finance services

This AMENDMENT NO. 2 (this “Amendment”), made as of the 1st day of January 2003, amends the AMENDED AND RESTATED TRUST AGREEMENT, made as of the 30th day of November 2000, by and between MORGAN STANLEY, a Delaware corporation (the “Company”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (in its individual capacity, “State Street” and, as trustee under the Agreement, the “Trustee”), as such Amended and Restated Trust Agreement was previously amended by Amendment No. 1 thereto, made as of the 1st day of January 2002 (as so amended, the “Agreement”).

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