EXHIBIT
4-sss





 


[FORM OF
PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT]





 


MORGAN STANLEY
FINANCE LLC





 


[Insert Designation
of Physically-Settled Pre-paid Purchase Contracts]





 


PHYSICALLY-SETTLED
PRE-PAID PURCHASE CONTRACT(S)





 


Physically-Settled
Pre-paid Purchase Contracts between


 


Morgan Stanley
Finance LLC


 


and


 


________________

or registered assigns,

as holder hereunder (the “Holder”)


 


All capitalized
terms used but not defined herein that are defined in the Unit Agreement (described below) have the meanings set forth therein,
and if not defined therein, have the meaning set forth below.


 


	Pre-paid
    Purchase Contract Property:	 
	Quantity:	 
	Settlement
    Date:	 
	Settlement
    Location:	 
	Method
    of Settlement:	 
	Authorized
    Number of Pre-paid Purchase Contracts:	 
	Aggregate
    Quantity of Pre-paid Purchase Contract Property:	 



 



    


    


    


 


	Contract
    Fees:	 
	Company
    Acceleration:	 
	Holders’
    Acceleration:	 
	Other
    Terms:	 


 


Morgan Stanley
Finance LLC, a Delaware limited liability company (the “Company”), for value received, agrees to deliver on
the Settlement Date, subject to the terms of the Unit Agreement referred to below and as set forth herein, the Aggregate Quantity
of Pre-paid Purchase Contract Property. The Physically-Settled Pre-paid Purchase Contract(s) (the “Pre-paid Purchase
Contract(s)”) evidenced hereby shall not entitle the Holder to receive the Pre-paid Purchase Contract Property prior
to the Settlement Date.


 


The Aggregate
Quantity of Pre-paid Purchase Contract Property shall be delivered to the Settlement Location on the Settlement Date pursuant
to the Method of Settlement.


 


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


 


Each Pre-paid
Purchase Contract evidenced hereby is one of a duly authorized issue of not more than the Authorized Number of Pre-paid Purchase
Contracts of the Company relating to the delivery of not more than the Aggregate Quantity of Pre-paid Purchase Contract Property
issued under the Unit Agreement, dated as of February 16, 2016 (the “Unit Agreement”), among the Company, Morgan
Stanley, as guarantor (the “Guarantor”), The Bank of New York Mellon, as Agent (the “Agent”)
and as Collateral Agent thereunder, as Warrant Agent (the “Warrant Agent”) under the Warrant Agreement referred
to therein, as Trustee (the “Trustee”) and Paying Agent under the Indenture referred to therein, and the holders
from time to time of Units, to which Unit Agreement and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Collateral Agent,
the Company, the Guarantor and the Holders and of the terms upon which the Pre-paid Purchase Contracts are, and are to be, executed,
countersigned, executed on behalf of the Holder and delivered. Any payment due on, including any property deliverable under, the
Pre-paid Purchase Contracts is fully and unconditionally guaranteed by the Guarantor.


 


The Agent
may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with any transfer
or exchange of each Pre-paid Purchase Contract evidenced hereby. No service charge shall be required for any such registration
of transfer or exchange, but the Company and the Agent may require payment of a sum sufficient to cover any tax


 




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or other governmental
charge imposed in connection with any registration of transfer or exchange of Units.


 


Upon registration
of transfer of this Pre-paid Purchase Contract, the transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Agent pursuant to the Unit Agreement), under the terms of the Unit Agreement
and the Pre-paid Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Pre-paid
Purchase Contracts hereby. The Company covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and
agrees, to be bound by the provisions of this paragraph.


 


The extent
to which, and the terms upon which, any property (other than the Pre-paid Purchase Contract Property) is deliverable with respect
to the Pre-paid Purchase Contracts evidenced hereby is described above under “Contract Fees.” The extent to
which, and the terms upon which, the Company may accelerate the obligations of the Company evidenced hereby is described above
under “Company Acceleration.” The extent to which, and the terms upon which, the Holders of such Pre-paid Purchase
Contracts may accelerate the obligations of the Company is described above under “Holders’ Acceleration.”


 


Subject to
certain exceptions, the terms of the Pre-paid Purchase Contracts and the provisions of the Unit Agreement may be amended with
the consent of the Holders of not less than a majority of the affected Outstanding Purchase Contracts and certain Purchase Contract
Defaults may be waived with the consent of the Holders of a majority of the affected Outstanding Purchase Contracts. Without the
consent of any Holder of Units, the terms of the Unit Agreement and the Pre-paid Purchase Contracts may be amended to, among other
things, cure any ambiguity, to correct or supplement any provision in the Unit Agreement or the Pre-paid Purchase Contract, to
add to covenants of the Company, the Guarantor, Collateral Agent or Agent or to make any other provisions with respect to matters
or questions arising under the Unit Agreement or the Pre-paid Purchase Contracts that do not adversely affect the interests of
the Holders in any material respect.


 


Holders of
the Pre-paid Purchase Contracts may not enforce the Unit Agreement or such Pre-paid Purchase Contracts except as provided in the
Unit Agreement.


 


Any incorporator,
or past, present or future stockholder, officer, attorney-in-fact, manager or director, as such, of the Company or the Guarantor
or of any successor shall not have any liability for any obligations of the Company or the Guarantor under the Pre-paid Purchase
Contracts or the Unit Agreement or for any claim based on, with respect to or by reason of such obligations or their creation.
The Holder by his acceptance hereof waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Pre-paid Purchase Contracts.


 




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The Pre-paid
Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.


 


Prior to
due presentment of a Unit Certificate or Pre-paid Purchase Contract for registration of transfer, the Company, the Guarantor,
the Trustee, the Agent, the Warrant Agent and the Collateral Agent, and any agent of the Company, the Guarantor, the Trustee,
the Agent, the Warrant Agent and the Collateral Agent may treat the Person in whose name this Pre-paid Purchase Contract is registered
as a party to the Pre-paid Purchase Contracts evidenced hereby for the purpose of performance of such Pre-paid Purchase Contracts
and for all other purposes whatsoever, and none of the Company, the Guarantor, the Trustee, the Agent, the Warrant Agent or the
Collateral Agent or any such agent shall be affected by notice to the contrary.


 


The Holder,
by his acceptance hereof, authorizes the Agent to execute the Pre-paid Purchase Contracts evidenced hereby on his behalf, authorizes
and directs the Agent on his behalf to take such other action, and covenants and agrees to take such other action, as may be necessary
or appropriate, or as may be required by the Agent, to effectuate the provisions of the Unit Agreement relating to the settlement
or delivery of the Pre-paid Purchase Contract Property, appoints the agent as his attorney-in-fact for any and all such purposes,
and agrees to be bound by the terms thereof.


 


The Pre-paid
Purchase Contracts shall not, prior to the performance thereof, entitle the Holder to any of the rights of a holder of the Pre-paid
Purchase Contract Property.


 


No provision
of this Pre-paid Purchase Contract or of the Unit Agreement shall alter or impair the obligation of the Company, which is absolute
and unconditional, to deliver the Pre-paid Purchase Contract Property.


 


No Pre-paid
Purchase Contract evidenced hereby shall be valid or obligatory for any purpose until countersigned and executed on behalf of
the Holder by the Agent, pursuant to the Unit Agreement.


 




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IN WITNESS
WHEREOF, Morgan Stanley Finance LLC has caused this instrument to be duly executed.


 


	 	MORGAN STANLEY FINANCE LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


	THE BANK OF NEW YORK MELLON,

    as Agent, and as attorney-in-fact of the Holder hereof	 
	 	 
	 	 
	By:	 	 
	 	Authorized Signatory	 



 


	Countersigned

         

        THE
        BANK OF NEW YORK MELLON,

        as Agent

        
	 
	 	 
	 	 
	By:	 	 
	 	Authorized Signatory	 




 






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