Fourth Supplemental Senior Indenture dated as of October 8, 2007



 Exhibit 4.3 
 FOURTH SUPPLEMENTAL SENIOR INDENTURE 
 BETWEEN 
 MORGAN STANLEY 
 (formerly known as MORGAN STANLEY DEAN WITTER & CO.)

 AND 
 THE BANK OF NEW YORK

 as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase 
 Manhattan Bank), Trustee 
 Dated as of October 8, 2007 
 SUPPLEMENTAL TO AMENDED AND RESTATED SENIOR INDENTURE 
 DATED AS OF MAY 1, 1999, AS SUPPLEMENTED BY A FIRST 
 SUPPLEMENTAL SENIOR INDENTURE DATED AS OF SEPTEMBER 15, 
 2000, A SECOND SUPPLEMENTAL SENIOR INDENTURE DATED AS OF 
 OCTOBER 8, 2002 AND A THIRD SUPPLEMENTAL SENIOR INDENTURE 
 DATED AS OF AUGUST 29, 2003. 







 THIS FOURTH SUPPLEMENTAL SENIOR INDENTURE dated as of October 8, 2007 between MORGAN STANLEY (formerly known as
Morgan Stanley Dean Witter & Co.), a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”),

 W I T N E S S E T H : 
 WHEREAS, the Issuer and the Trustee are parties to that certain Amended and Restated Senior Indenture dated as of May 1,1999, as supplemented by a First Supplemental Senior Indenture dated as of September 15, 2000, a Second
Supplemental Senior Indenture dated as of October 8, 2002 and a Third Supplemental Senior Indenture dated as of August 29, 2003 (as so supplemented, the “Indenture”); 
 WHEREAS, the Issuer established and on July 22, 2004 issued its Medium-Term Notes, Series C, Senior Variable Rate Renewable Notes with an initial
maturity date of August 15, 2005 and a final maturity date of August 13, 2010 (the “Notes”); 
 WHEREAS,
Section 8.01 of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may enter into indentures supplemental to the Indenture,
subject to the conditions set forth therein, for the purpose of, among other things, making any provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the
Securities; 
 WHEREAS, the Issuer desires to modify certain provisions of the Notes to increase the spread that will be used when
calculating the interest payable with respect to the Notes on Interest Reset Dates from and including September 15, 2007; 
 WHEREAS,
the entry into this Fourth Supplemental Senior Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and 
 WHEREAS, all things necessary to make this Fourth Supplemental Senior Indenture a valid indenture and agreement according to its terms have been done; 
 NOW, THEREFORE: 
 In consideration of the
premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows: 
  

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 ARTICLE 1 
 Section 1.01. Amendment of the Notes. (i) The definition of Spread (Plus or Minus) within the Notes is hereby amended by deleting the existing definition in its entirety and inserting in lieu thereof
the following: 
  

			
	SPREAD (PLUS OR MINUS):	  	Plus 0.000% per annum for the Interest Reset Dates occurring from the Original Issue Date to and including August 14, 2005; plus 0.030% per annum for the Interest Reset Dates
occurring from and including August 15, 2005 to and including August 14, 2006; plus 0.060% per annum for the Interest Reset Dates occurring from and including August 15, 2006 to and including August 14, 2007; plus
0.080% per annum for the Interest Reset Dates occurring from and including August 15, 2007 to and including September 14, 2007; plus 0.125% per annum for the Interest Reset Dates occurring from and including September 15,
2007 to and including August 14, 2008; plus 0.150% per annum for the Interest Reset Dates occurring from and including August 15, 2008 to and including August 14, 2009; plus 0.180% per annum for the Interest Reset Dates
occurring from and including August 15, 2009 to but excluding August 13, 2010.

  

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 SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original
certificates dated July 22, 2004 evidencing the Notes for the duly executed and authenticated certificates evidencing the amended terms of the Notes. Upon such exchange, the Trustee shall promptly cancel and dispose of such original Notes in
accordance with Section 2.10 of the Indenture. Failure to exchange such original Notes for such amended Notes in accordance with this Section will not impair the validity of or otherwise affect the Notes, as amended. 
 ARTICLE 2 
 Miscellaneous Provisions

 Section 2.01. Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments
and do such further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Fourth Supplemental Senior Indenture. 
 Section 2.02. Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall
remain in full force and effect. 
 Section 2.03. Terms Defined. All terms defined elsewhere in the Indenture shall have the same
meanings when used herein. 
 Section 2.04. Governing Law. This Fourth Supplemental Senior Indenture shall be deemed to be a
contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. 
 Section 2.05. Counterparts. This Fourth Supplemental Senior Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the same instrument. 
 Section 2.06. Responsibility of the
Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this
Fourth Supplemental Senior Indenture. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Senior Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of October 8, 2007. 
  

													
		 		 		 		 	MORGAN STANLEY (formerly known as Morgan Stanley Dean Witter & Co.)
						
		 		 		 		 	By: 	 	/s/ Jai Sooklal
		 		 		 		 		 	Name:	 	Jai Sooklal
		 		 		 		 		 	Title:	 	Assistant Treasurer
					
	Attest:	 		 		 		 	
						
	By: 	 	/s/ W. Gary Beeson	 		 		 		 	
		 	Name:	 	W. Gary Beeson	 		 		 		 	
		 	Title:	 	Assistant Secretary	 		 		 		 	
					
		 		 		 		 	THE BANK OF NEW YORK, as TRUSTEE
						
		 		 		 		 	By: 	 	/s/ Francine Kincaid
		 		 		 		 		 	Name:	 	Francine Kincaid
		 		 		 		 		 	Title:	 	Vice President
					
	Attest:	 		 		 		 	
						
	By: 	 	/s/ Geovanni Barris	 		 		 		 	
		 	Name:	 	Geovanni Barris	 		 		 		 	
		 	Title:	 	Vice President	 		 		 		 	

  

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	STATE OF NEW YORK	  	)	  	
		  	)	  	ss.:
	COUNTY OF NEW YORK	  	)	  	

 On this 8th day of October 2007
before me personally came Jai Sooklal to me personally known, who, being by me duly sworn, did depose and say that he resides at Chatham, N.J.; that he is the Assistant Treasurer of Morgan Stanley, one of the corporations described in and which
executed the above instrument; and that signed his name thereto by authority of the Board of Directors of said corporation. 
 [NOTARIAL
SEAL] 
  

	
	/s/ Michael M. O’Brien
	Notary Public
	
	MICHAEL M. O’BRIEN
	Notary Public, State of New York
	No. 31-5003142
	Qualified in New York County
	Commission Expires Oct 19, 2010










					
	STATE OF NEW YORK	  	)	  	
		  	)	  	ss.:
	COUNTY OF NEW YORK	  	)	  	

 On this 8th day of October 2007
before me personally came Francine Kincaid to me personally known, who, being by me duly sworn, did depose and say that she resides at Deer Park, N.Y.; that she is a Vice President of The Bank of New York, one of the corporations described in and
which executed the above instrument; and that signed her name thereto by authority of the Board of Directors of said corporation. 
 [NOTARIAL SEAL] 
  

	
	/s/ Carlos R. Luciano
	Notary Public


  

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