EXHIBIT
4-zzz


 


[FORM
OF CASH-SETTLED INDENTURE PRE-PAID PURCHASE CONTRACT]


 





	REGISTERED	REGISTERED
	No. [   ]	_________ Purchase
    Contracts
	 	(each Purchase Contract
	 	having an issue price
    of
	 	$_________)
	 	CUSIP:  







 


[Unless
this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.


 


Unless
and until it is exchanged in whole or in part for Purchase Contracts in definitive registered form, this Purchase Contract may
not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.]1


 


THIS
CASH-SETTLED INDENTURE PRE-PAID CONTRACT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE
ACT OF JAPAN (LAW NO.25 OF 1948, AS AMENDED, THE “FIEA”). THIS CASH-SETTLED INDENTURE PRE-PAID CONTRACT MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY RESIDENT OF JAPAN (AS DEFINED UNDER
ITEM 5, PARAGRAPH 1, ARTICLE 6 OF THE FOREIGN EXCHANGE AND FOREIGN TRADE ACT (LAW NO. 228 OF 1949, AS AMENDED)) OR TO OTHERS FOR
RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO OR FOR THE ACCOUNT OR BENEFIT OF A RESIDENT OF JAPAN, EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF AND OTHERWISE IN COMPLIANCE WITH THE


 


 


 


 


 


 


_______________


1
Applies to global purchase contracts.




    	 



    	 



    

FIEA
AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN.2


 


 


 


 


 


 


 


 


_______________


2
If this purchase contract is offered in Japan or denominated in Japanese
Yen, appropriate legends need to be added.








    2


     

    


 


MORGAN
STANLEY FINANCE LLC


 


GLOBAL
CASH-SETTLED PRE-PAID PURCHASE CONTRACT SETTLING _______


 


This
Cash-Settled Indenture Pre-paid Purchase Contract is one of the Cash-Settled Indenture Pre-Paid Purchase Contracts settling ____________
(the “Purchase Contracts”), initially issued as part of a [Separable] Unit Mandatorily Exchangeable for ______________
(a “Unit”) consisting of [(i) one Purchase Contract, (ii) one ______ Note settling ____________ (a “_____
Note”) and (iii) one ________ Warrant settling ______________ (a “_______ Warrant”)]3.
The Units are governed by a Unit Agreement dated as of February 16, 2016, among the Issuer, Morgan Stanley, as guarantor (the
“Guarantor”), and The Bank of New York Mellon, as Unit Agent, Trustee and Paying Agent under the Senior Indenture
(as defined on the reverse hereof) and Warrant Agent (the “Warrant Agent”) under the Warrant Agreement dated
as of February 16, 2016, among the Issuer, the Guarantor and The Bank of New York Mellon. [Prior to ___________ (the “[Automatic]
Separation Date”), the Notes, the Purchase Contracts and the _______ Warrants may be purchased and transferred only
as Units. On the [Automatic] Separation Date, the Units will [automatically] separate into their constituent [recite components]
(which will thereafter trade under separate CUSIP numbers), and the Units will cease to exist.] Any holder of a Purchase Contract
by his acceptance thereof agrees to (in the absence of any applicable administrative ruling or judicial determination to the contrary)
treat the Notes, the Purchase Contracts and Warrants, if any, initially comprising Units as separate securities and to file all
United States federal, state and local tax returns consistent with the treatment of such Units as constituted by separate securities.


 


	Purchase Contract
    Property	 
	Amount of Purchase Contract
    Property Deliverable Per Purchase Contract	 
	Settlement	Cash4
	Contract Settlement Date	 
	[Determination Dates]	 
	Calculation Agent	Morgan Stanley & Co.
    LLC



 


 


 


 


 


 


_______________


3Include,
as applicable, securities issued by Morgan Stanley Finance LLC or by an entity affiliated or not affiliated with Morgan Stanley
Finance LLC, a basket of those securities, an index or indices of those securities or any other property; currencies; commodities;
any other property; or any combination of the above.





4Include formula for deriving cash-settlement amount.



 



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	Other
                           Provisions

                            
	 


 


 


 


 


Morgan
Stanley Finance LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”),
for value received, hereby promises to pay to ________ [CEDE & CO.]5,
or registered assignees, the amount of Purchase Contract Property, as determined in accordance with the provisions set forth under
“Settlement” above, due with respect to _________ PURCHASE CONTRACTS on the Contract Settlement Date (including as
a result of acceleration or otherwise) specified above.


 


Reference
is hereby made to the further provisions of this Purchase Contract set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Purchase Contract shall not be entitled to any benefit under the Senior Indenture or be valid or obligatory for any purpose.


 


 


_______________


5
Applies to global purchase contracts.




    4


     

    

IN
WITNESS WHEREOF, the Issuer has caused this Purchase Contract to be duly executed.


 



 





	DATED: [                       ]	 	MORGAN STANLEY FINANCE LLC
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 







 

	TRUSTEE’S
                    CERTIFICATE

                    OF AUTHENTICATION

         

        This
        is one of the securities referred

        to in the within-mentioned

        Senior Indenture.

         

        THE
        BANK OF NEW YORK MELLON,

        as Trustee

         
	 
	By:	 	 
	 	Authorized Signatory	 



 




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FORM
OF REVERSE OF SECURITY


 


This
Cash-Settled Indenture Pre-paid Purchase Contract is one of a duly authorized issue of Cash-Settled Indenture Prepaid Purchase
Contracts known as the Cash-Settled Indenture Pre-paid Purchase Contracts settling _____________ (the “Purchase Contracts”)
of the Issuer. The Purchase Contracts are issuable under a Senior Indenture, dated as of February 16, 2016, among the Issuer,
the Guarantor and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee,” which
term includes any successor trustee under the Senior Indenture) (as the same may be amended or supplemented from time to time,
the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Guarantor, the
Trustee and holders of the Purchase Contracts and the terms upon which the Purchase Contracts are, and are to be, authenticated
and delivered. The Issuer has appointed The Bank of New York Mellon at its corporate trust office in The City of New York6
as the paying agent (the “Paying Agent,”
which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Purchase Contracts.
The terms of individual Purchase Contracts may vary, all as provided in the Senior Indenture. To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.


 


This
Purchase Contract and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without
preference or priority among themselves and pari passu with all other existing and future unsecured and unsubordinated
indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency. Any payment due
on this Purchase Contract is fully and unconditionally guaranteed (the “Guarantee”) by the Guarantor on an
unsecured basis.


 


[This
Purchase Contract is not redeemable prior to maturity.]


 


[Set
forth procedures for separation of Unit, if not automatic, to the extent not otherwise described in Unit.]


 


This
Purchase Contract, and any Purchase Contract or Purchase Contracts issued upon transfer or exchange hereof, is issuable only in
fully registered form in minimum denominations of ______ Purchase Contract[s] and any integral multiple of ______ Purchase Contract[s]
in excess thereof.


 


The
Trustee has been appointed registrar for the Purchase Contracts (the “Registrar,” which term includes any successor
registrar appointed by the Issuer), and the Registrar shall maintain at its office in The City of New York a register


 


 


 


 


 


_______________


6
Morgan Stanley Finance LLC will need to appoint an offshore paying agent in connection with issuances of Purchase Contracts
outside of the U.S. 




    6


     

    

for
the registration and transfer of Purchase Contracts. This Purchase Contract may be transferred at the aforesaid office of the
Registrar by surrendering this Purchase Contract for cancellation, accompanied by a written instrument of transfer in form satisfactory
to the Issuer and the Registrar and duly executed by the registered holder hereof in person or by the holder’s attorney
duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Purchase Contract or Purchase Contracts having identical terms and provisions and having a like number of Purchase
Contracts in authorized denominations, subject to the terms and conditions set forth herein. Purchase Contracts are exchangeable
at said office for other Purchase Contracts of other authorized denominations and having identical terms and provisions. All such
exchanges and transfers of Purchase Contracts shall be free of charge, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge in connection therewith. All Purchase Contracts surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered
holder in person or by the holder’s attorney duly authorized in writing. The date of registration of any Purchase Contracts
delivered upon any exchange or transfer of Purchase Contracts shall be such that no gain or loss of interest results from such
exchange or transfer.


 


In
case any Purchase Contract shall at any time become mutilated, defaced or be destroyed, lost or stolen and such Purchase Contract
or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents
or proof as may be required in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new
Purchase Contract of like tenor in exchange for the Purchase Contract so mutilated or defaced, or in lieu of the Purchase Contract
so destroyed or lost or stolen, but, if this Purchase Contract is destroyed, lost or stolen, only upon receipt of evidence satisfactory
to the Trustee, the Issuer and the Guarantor that this Purchase Contract was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity
and with the preparation, authentication and delivery of a new Purchase Contract shall be borne by the owner of the Purchase Contract
mutilated, defaced, destroyed, lost or stolen.


 


The
Senior Indenture provides that (a) if an Event of Default (as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities issued under the Senior Indenture, including a default
in payment of the Purchase Contract Property (as defined on the face of this instrument) or any other amount due with respect
to the series of Prepaid Purchase Contracts of which this Purchase Contract forms a part, or due to the default in the performance
or breach of any other covenant or warranty of the Issuer applicable to the debt securities of such series but not applicable
to all outstanding debt securities issued under the Senior Indenture shall have occurred and be continuing, either the Trustee
or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected


 




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series,
voting as one class, by notice in writing to the Issuer and the Guarantor and to the Trustee, if given by the holders of the debt
securities, may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and
payable immediately and (b) if an Event of Default due to a default in the performance of any other of the covenants or agreements
in the Senior Indenture applicable to all outstanding debt securities issued thereunder, including this Purchase Contract, or
due to certain events of bankruptcy, insolvency or reorganization of the Issuer, shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under
the Senior Indenture, voting as one class, by notice in writing to the Issuer and the Guarantor and to the Trustee, if given by
the holders of the debt securities, may declare the principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except
a continuing default in payment of principal (or premium, if any) or interest on such debt securities including a default in the
payment of the Purchase Contract Property) by the holders of a majority in aggregate principal amount of the debt securities of
all affected series then outstanding.


 


For
purposes of such default provisions and any other provisions of the Senior Indenture that require a calculation of a percentage
of the principal amount of debt securities outstanding under the Senior Indenture, such Purchase Contract shall be deemed to represent
a principal amount outstanding equal to [the purchase price of the Units including such Purchase Contract at issuance].7


 


The
Senior Indenture permits the Issuer, the Guarantor and the Trustee, with the consent of the holders of not less than a majority
in aggregate principal amount of the debt securities of all series issued under the Senior Indenture then outstanding and affected
(voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer, the Guarantor and the Trustee may not, without the consent
of the holder of each outstanding debt security affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or change the currency of payment thereof, or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy, or modify or amend the provisions for conversion of any currency
into any other currency, or modify or amend the provisions for conversion or exchange of the debt security for securities of the
Issuer or other entities or for other property or the cash value of the property (other than as provided in the antidilution provisions
or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof), or alter certain
provisions of the Senior Indenture relating


 


 _______________


7
Unless otherwise indicated in the Issuer Order. 




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to
debt securities not denominated in U.S. dollars, or impair or affect the rights of any holder of any series to institute suit
for the payment thereof, or (except in accordance with Section [13.13] of the Senior Indenture) remove the Guarantee on this Purchase
Contract or (b) reduce the aforesaid percentage in principal amount of debt securities of any series the consent of the holders
of which is required for any such supplemental indenture.


 


So
long as this Purchase Contract shall be outstanding, the Issuer shall cause to be maintained an office or agency for the payment
of the Purchase Contract Property or any other amount due with respect to this Purchase Contract as herein provided in the Borough
of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange
as aforesaid of the Purchase Contracts. The Issuer may designate other agencies for the payment of said Purchase Contract Property
or other amounts at such place or places (subject to applicable laws and regulations) as the Issuer may decide. So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so
designated.


 


With
respect to Purchase Contract Property paid by the Issuer and held by the Trustee or any Paying Agent for payment of any Purchase
Contract that remains unclaimed at the end of two years after such Purchase Contract shall have become due and payable (whether
on the Contract Settlement Date (as defined on the face of this instrument) or as a result of acceleration or otherwise), (i)
the Trustee or such Paying Agent shall notify the holders of such Purchase Contracts that such Purchase Contract Property shall
be repaid to the Issuer and any person claiming such Purchase Contract Property shall thereafter look only to the Issuer or the
Guarantor, as the case may be, for payment thereof and (ii) such Purchase Contract Property shall be so repaid to the Issuer.
Upon such repayment all liability of the Trustee or such Paying Agent with respect to such Purchase Contract Property shall thereupon
cease, without limiting in any way any obligation that the Issuer may have to pay the Purchase Contract Property on this Purchase
Contract.


 


No
provision of this Purchase Contract or of the Senior Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the Purchase Contract Property on this Purchase Contract at the time, place, and rate, and in the coin
or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this Purchase Contract.


 


Prior
to due presentment of this Purchase Contract for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent
of the Issuer, the Guarantor or the Trustee may treat the holder in whose name this Purchase Contract is registered as the owner
hereof for all purposes, whether or not this Purchase Contract be overdue, and none of the Issuer, the Guarantor, the Trustee
or any such agent shall be affected by notice to the contrary.


 




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No
recourse shall be had for the payment of the Purchase Contract Property on this Purchase Contract, for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against
any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or the Guarantor or of any
successor, either directly or through the Issuer, the Guarantor or any successor, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and released.


 


This
Purchase Contract shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.


 


All
terms used in this Purchase Contract which are defined in the Senior Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Senior Indenture.


 




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ABBREVIATIONS


 


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


 


	 	TEN COM	–	as tenants in common
	 	TEN ENT	–	as tenants by the entireties
	 	JT TEN	–	as joint tenants with right of survivorship
    and not as tenants in common



 


 

	UNIF GIFT MIN ACT –	 	Custodian	 
	 	(Minor)	 	(Cust)


	Under Uniform Gifts to Minors
    Act	 	 
	 	(State)	 
	 	 	 


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


 




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FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


 





	 









[PLEASE
INSERT SOCIAL SECURITY OR OTHER





IDENTIFYING
NUMBER OF ASSIGNEE]


 


 





	 
	 
	 













[PLEASE
PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the
within Purchase Contract and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer
such purchase contract on the books of the Issuer, with full power of substitution in the premises.


 


Dated:
______________





 





	NOTICE:  	The
signature to this assignment must correspond with the name as written upon the face of the within Purchase Contract in every particular
without alteration or enlargement or any change whatsoever.



 


               


 






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