Exhibit 4.2







FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES J ($25,000 LIQUIDATION PREFERENCE)








	
NUMBER

	  	  	
SHARES


	
1

	  	  	
 


	  	  	  	  
	  	  	  	
CUSIP












MORGAN STANLEY


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFICATE IS TRANSFERABLE


IN THE CITY OF NEW YORK, NEW YORK


 


This is to certify that The Bank of New York Mellon, as Depositary under the Deposit Agreement, dated as of March   , 2015, among Morgan Stanley (the “Corporation”), The Bank of New York Mellon, and the holders from time to time of the Depositary Receipts issued thereunder, is the owner of      fully paid and non-assessable shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, $0.01 par value, liquidation preference $25,000 per share, of the Corporation (the “Stock”), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.


 









  





  











  






 


Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.


 


Dated: March   , 2015


 



	
[SEAL]


 


 


 


 


 

	  	  
	  	  	  
	  	  	  










 



	  	  	
Countersigned and Registered


The Bank of New York Mellon


Transfer Agent, Dividend Disbursement


Agent and Registrar


 


	  	  	  	
By:

	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  





 


 




  





  











  






 


MORGAN STANLEY


 


MORGAN STANLEY (the “Corporation”) will furnish, without charge to each stockholder who so requests, a copy of the certificate of designation establishing the powers, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights applicable to each class of stock of the Corporation or series thereof. Such information may be obtained by a request in writing to the Secretary of the Corporation at its principal place of business.


 


This certificate and the share or shares represented hereby are issued and shall be held subject to all of the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, as amended, and the Certificate of Designation of Preferences and Rights of the Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J (Liquidation Preference $25,000 per share) (copies of which are on file with the Transfer Agent), to all of which the holder, by acceptance hereof, assents.


 


The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full to applicable laws or regulations:


 



	 	
TEN COM-as tenants in common

	  	
UNIF GIFT MIN ACT-

	
 _____

	
Custodian

	
_____


	 	
TEN ENT-as tenants by the entireties

	  	  	
(Minor)

	  	
(Cust)


	 	
JT TEN- as joint tenants with right of survivorship and not as tenants in common

	  	
under Uniform Gifts to Minors Act


_______________________


(State)







 


 


Additional abbreviations may also be used though not in the above list.







___________________________


 


For value received, ________________ hereby sell(s), assign(s) and transfer(s) unto


 



	
PLEASE INSERT SOCIAL SECURITY OR OTHER








	
  

	
IDENTIFYING NUMBER OF ASSIGNEE







 



	  	  
	  	  





PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE


 



	
 


	
 


	 	
 shares







of the capital stock represented by the within certificate, and do(es) hereby irrevocably constitute and appoint _______________________, Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.







 




  





  











  






 


Dated__________________








 




_______________________________________________________

Signature


 



	
 
NOTICE:



	
The signature to this assignment must correspond








	
  

	
with the name as written upon the face of this








	
  

	
certificate in every particular, without








	
  

	
alteration or enlargement or any change whatever.













	
SIGNATURE GUARANTEED


 


	___________________________________________________  





NOTICE: The signature(s) should be


guaranteed by an eligible guarantor


institution (banks, stockbrokers, savings


and loan associations, and credit unions


with membership in an approved signature


guarantee medallion program), pursuant to


Rule 17Ad-15 under the Securities


Exchange Act of 1934.