Unassociated Document


    
       

    

     

    
      
         

        
          
            Exhibit
4.1

             

             

            FORM
OF FIXED RATE SENIOR NOTE

          

           

          
            
              	
                      REGISTERED

                    	
                      REGISTERED

                    
	
                      No.
      FXR-1

                    	
                      U.S.
      $

                    
	 
      	
                      CUSIP:
      61747W265

                    


            

          

           

          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.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          MORGAN
STANLEY

          SENIOR
GLOBAL MEDIUM-TERM NOTE, SERIES F


           

          MARKET
VECTORS-INDIAN RUPEE/USD ETNs DUE MARCH 31, 2020

          BASED
ON THE PERFORMANCE OF THE S&P INDIAN RUPEE

          TOTAL
RETURN INDEX

           

          
            	
                    INITIAL
      SETTLEMENT DATE:

                  	
                    INITIAL
      REDEMPTION DATE:

                  	
                    INTEREST
      RATE: None

                  	
                    MATURITY
      DATE: See “Maturity Date” below.

                  
	
                    INTEREST
      ACCRUAL DATE: N/A

                  	
                    INITIAL
      REDEMPTION PERCENTAGE: N/A

                  	
                    INTEREST
      PAYMENT DATE(S): N/A

                  	
                    OPTIONAL
      REPAYMENT DATE(S): See “Repurchase Right” below.

                  
	
                    SPECIFIED
      CURRENCY: U.S. dollars

                  	
                    ANNUAL
      REDEMPTION PERCENTAGE REDUCTION: N/A

                  	
                    INTEREST
      PAYMENT PERIOD: N/A

                  	
                    APPLICABILITY
      OF MODIFIED

                    PAYMENT
      UPON ACCELERATION OR REDEMPTION: See “Alternate Exchange Calculation in
      Case of an Event of Default” and “Discontinuance of the Underlying Index;
      Alteration of Method of Calculation” below.

                  
	
                    IF
      SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN
      U.S. DOLLARS: N/A

                  	
                    REDEMPTION
      NOTICE PERIOD: N/A

                  	
                    APPLICABILITY
      OF ANNUAL INTEREST PAYMENTS: N/A

                  	
                    If
      yes, state Issue Price: N/A

                  
	
                    EXCHANGE
      RATE AGENT: N/A

                  	
                    TAX
      REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: NO

                  	
                    PRICE
      APPLICABLE UPON OPTIONAL REPAYMENT: See “Repurchase Right”
      below.

                  	
                    ORIGINAL
      YIELD TO MATURITY: N/A

                  
	
                    OTHER
      PROVISIONS: See below

                  	
                    IF
      YES, STATE INITIAL OFFERING DATE: N/A

                  	 
      	 
      


          

           

           

          
            
              	
                      Terms
      used in this ETN

                    	 
      	
                      References
      in this ETN to:

                    
	 	 	 
	
                       

                    	
                       

                    	
                      
                        •   “we”,
      “us” or “our” are to Morgan Stanley, as Issuer of this
      ETN;

                      

                    
	 	 	 
	
                       

                    	
                       

                    	
                      
                        •   “you”
      and “your” are to the Holder of this ETN; and

                      

                    
	 	 	 
	 
      	 
      	
                      “ETN”
      is to be construed as a reference to each
      $       Stated Principal Amount of the
      Market Vectors-

                    


            

             

             

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

             

             

            
              	 	 	
                      Indian
      Rupee/USD ETNs due March 31, 2020, Based on the Performance of the
      S&P Indian Rupee Total Return Index.

                    
	 	 	 
	
                      Inception
      Date

                    	 
      	 
      
	 	 	 
	
                      Maturity
      Date

                    	 
      	
                      March
      31, 2020, subject to extension if the Final Valuation Date is postponed in
      accordance with the definition thereof.  If the Final Valuation
      Date is postponed so that it falls less than two scheduled Business Days
      prior to the scheduled Maturity Date, the Maturity Date will be the second
      scheduled Business Day following the Final Valuation Date as
      postponed.

                    
	 	 	 
	 
      	 
      	
                      If the Maturity Date is not a
      Business Day, the Maturity Date will be the next following Business Day.
      In the event that payment at maturity is deferred beyond the stated
      Maturity Date as
      provided herein, no interest or other amount will accrue or be payable
      with respect to that deferred payment.

                    
	 	 	 
	 
      	 
      	
                      In
      the event that the Maturity Date of this Note is postponed due to
      postponement of the Final Valuation Date, as described in the immediately
      preceding paragraph, the Issuer shall give notice of such postponement
      and, once it has been determined, of the date to which the Maturity Date
      has been rescheduled (i) to the holder of this ETN by mailing notice of
      such postponement by first class mail, postage prepaid, to the holder’s
      last address as it shall appear upon the registry books, (ii) to the
      Trustee by telephone or facsimile confirmed by mailing such notice to the
      Trustee by first class mail, postage prepaid, at its New York office and
      (iii) to The Depository Trust Company (the “Depositary”) by telephone or
      facsimile confirmed by mailing such notice to the Depositary by first
      class mail, postage prepaid.  Any notice that is mailed in the
      manner herein provided shall be conclusively presumed to have been duly
      given, whether or not the holder of this ETN receives the
      notice.  The Issuer shall give such notice as promptly as
      possible, and in no case later than (i) with respect to notice of
      postponement of the Maturity Date, the Business Day immediately following
      the scheduled Final Valuation Date and (ii) with respect to notice of the
      date to which the Maturity Date has been rescheduled, the Business
      

                    


            

             

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

             

            
              	 	 	
                      Day
      immediately following the actual Final Valuation Date.

                    
	 	 	 
	
                      Stated
      Principal Amount

                    	 
      	
                      $

                    
	 	 	 
	
                      Underlying
      Index

                    	 
      	
                      S&P Indian Rupee Total
      Return Index

                    
	 	 	 
	
                      Underlying
      Index Publisher

                    	 
      	
                      Standard
      & Poor’s Corporation (“S&P”)

                    
	 	 	 
	
                      Denominations

                    	 
      	
                      $           and
      integral multiples thereof

                    
	 	 	 
	
                      Payment
      at Maturity

                    	 
      	
                      If
      this ETN is not earlier repurchased by us, at maturity, upon delivery of
      this ETN to the Trustee, we will pay with respect to each
      $      Stated Principal Amount of this ETN
      an amount in cash equal to the Stated Principal Amount times the Index Factor
      minus the
      aggregate Investor Fee, each as determined on the Final Valuation
      Date.

                    
	 	 	 
	
                      Index
      Factor

                    	 
      	
                      The
      Index Factor on any given day will be equal to the Index Closing Value on
      that day divided
      by the Initial
      Index Value.

                    
	 	 	 
	
                      Investor
      Fee

                    	 
      	
                      The
      aggregate Investor Fee on any calendar day equals the sum of the Investor
      Fees as calculated for each calendar day from but excluding the Inception
      Date to and including such calendar day, as determined by the Calculation
      Agent.

                    
	 	 	 
	 
      	 
      	
                      The
      Investor Fee on the Inception Date is zero.  On each subsequent
      calendar day, the Investor Fee for each
      $        Stated Principal Amount of
      ETNs will equal (i)         %
      times (ii) the
      Stated Principal Amount times (iii) the Index
      Factor on that calendar day (or, if such calendar day is not an Index
      Business Day, the Index Factor on the immediately preceding Index Business
      Day) divided by
      (iv) 365.

                    
	 	 	 
	
                      Initial
      Index Value

                    	 
      	
                      The
      Index Closing Value on the Inception Date

                    
	 	 	 
	
                      Index
      Closing Value

                    	 
      	
                      The closing value of the Underlying
      Index or any Successor Index (as defined under “Discontinuance of
      the Underlying Index; Alteration of Method of Calculation” below) published at the regular weekday
      close of trading on that Index Business Day.  In certain
      circumstances, the Index Closing Value will be based on the alternate
      calculation of the Underlying Index
  

                    


            

             

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

             

            
              	 	 	
                      described under “Discontinuance of
      the Underlying Index; Alteration of Method of Calculation”
      below.

                    
	 	 	 
	
                      Valuation
      Date

                    	 
      	
                      A Valuation Date is each Trading
      Day that falls within the period from and excluding the Initial Settlement
      Date to and including the Final Valuation Date.  If any
      scheduled Valuation Date is not a Trading Day, such Valuation Date will be
      postponed to the
      immediately succeeding Trading Day.

                    
	 	 	 
	
                      Final
      Valuation Date

                    	 
      	
                      March
      26, 2020, subject to adjustment for non-Trading Days as described in the
      following paragraph.

                    
	 	 	 
	 
      	 
      	
                      If the scheduled Final Valuation
      Date is not a Trading Day, the Final Valuation Date will be postponed
      to the immediately
      succeeding Trading Day; provided
      that in no event will
      the Final Valuation Date be postponed to a date later than the stated
      Maturity Date (or, if the stated Maturity Date is not a Business Day,
      later than the first Business Day after the stated Maturity Date), and if
      such date is not a Trading Day, the Calculation Agent will determine the
      Index Closing Value on such date in accordance with the formula for
      calculating the Underlying Index last in effect prior to the
      non-Trading Day.

                    
	 	 	 
	
                      Repurchase
      Right

                    	 
      	
                      You
      may require us to repurchase 50,000 or more ETNs on any Repurchase Date
      beginning             by
      giving us notice on the Trading Day prior to the applicable Valuation Date
      in accordance with the Repurchase Requirements described
      below.  If you require us to repurchase your ETNs prior to
      maturity, you will receive a cash payment equal to the principal amount of
      your ETNs times
      the Index Factor minus
      the aggregate Investor Fee, each as determined on the applicable
      Valuation Date.

                    
	 	 	 
	
                      Repurchase
      Date

                    	 
      	
                      The
      third Business Day following the applicable Valuation
  Date

                    
	 	 	 
	
                      Repurchase
      Requirement

                    	 
      	
                      To
      elect to have us repurchase your ETNs on any Repurchase Date, you must
      instruct your broker or other person through whom you hold your ETNs to
      take the following steps:

                    
	 	 	 
	 
      	 
      	
                      (1)
      Deliver a signed notice of repurchase, substantially in the form attached
      as Annex A to this ETN, to us via

                    


            

             

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

             

            
              	 	 	
                      fax
      or email by no later
      than 11:00 a.m. New York City time on the Trading Day prior to the
      applicable Valuation Date.  We must receive the notice by the
      time specified in the preceding sentence and we must acknowledge receipt
      of the notice no later than 4:00 p.m. on the same day for it to be
      effective;

                    
	 	 	 
	 
      	 
      	
                      (2)
      Instruct your DTC custodian to book a
      delivery vs. payment trade with respect to your ETNs on the applicable
      Valuation Date at a price equal to the applicable repurchase value, facing
      Morgan Stanley DTC 050; and

                    
	 	 	 
	 
      	 
      	
                      (3)
      Cause your DTC custodian to deliver the
      trade as booked for settlement via DTC at or prior to 10:00 a.m. New York
      City time on the applicable Repurchase Date.

                    
	 	 	 
	 
      	 
      	
                      The
      Calculation Agent will, in its sole discretion, resolve any questions that
      may arise as to the validity of a notice of repurchase or as to whether
      and when the required deliveries have been made.

                    
	 	 	 
	 
      	 
      	
                      Any
      notice of repurchase we (or our affiliate) receive in accordance with the
      procedures described above will be irrevocable on the day it is
      given.

                    
	 	 	 
	
                      Index
      Business Day

                    	 
      	
                      Any day, as determined by the
      Calculation Agent, on which the Index Closing Value is calculated and
      published.

                    
	 	 	 
	
                      Trading
      Day

                    	 
      	
                      Any day, as determined by the
      Calculation Agent, (a) which is an Index Business Day and (b) on which the
      Calculation Agent is open for business in New
York.

                    
	 	 	 
	
                      Business
      Day

                    	 
      	
                      Any
      day, other than a Saturday
      or Sunday, that is neither a legal holiday nor a day on which banking
      institutions are authorized or required by law or regulation to close in
      The City of New York.

                    
	 	 	 
	
                      Discontinuance
      of the Underlying Index;

                    	 
      	 
      
	
                      Alteration
      of Method of Calculation

                    	 
      	
                      If S&P discontinues
      publication of the
      Underlying Index and
      S&P or any other person or entity (including MS & Co.)
      calculates
      and publishes an
      index that the Calculation Agent determines is comparable to
      the Underlying
      Index and approves it
      as a successor index,
      then the Calculation Agent will determine the level
      of the Index on the applicable Valuation
      Date and
      the

                    


            

             

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

             

            
              	 	 	
                      amount payable at maturity or upon repurchase
      by us by reference to such successor index for the period following the
      discontinuance of
      the Underlying
      Index.  If
      the Calculation Agent
      determines that the
      Underlying Index is
      discontinued and that there is no successor index, then the ETNs will be deemed accelerated to the
      date of such
      discontinuance and
      the Calculation
      Agent will determine
      the amount due and payable per ETN as if such date were
      the Final Valuation Date.

                    
	 	 	 
	 
      	 
      	
                      If
      at any time the method of calculating the Underlying Index, or the value
      thereof, is changed in a material respect, or if the Underlying Index is
      in any other way modified so that it does not, in the opinion of the
      Calculation Agent, fairly represent the value of the Underlying Index had
      such changes or modifications not been made, and the Calculation Agent
      determines that no other person or entity (including MS & Co.) is
      making such changes and modifications as may be necessary in order to
      arrive at a value for the Underlying Index comparable to the value of
      the Underlying Index as if such changes or modifications had not been
      made, and publishing such Index values, then the ETNs will be deemed
      accelerated to the date of such determination, and the Calculation Agent
      will determine the amount due and payable per ETN as if such date were the
      Final Valuation Date.

                    
	 	 	 
	
                      Alternate Exchange
      Calculation

                    	 
      	 
      
	
                      in Case of an Event of
      Default

                    	 
      	
                      In case an event of default with
      respect to the ETNs shall have occurred and be continuing, the amount
      declared due and payable for each ETN upon any acceleration of the ETNs
      (the “Acceleration Amount”) will be equal to an amount determined as
      though the date of acceleration were the Final Valuation
      Date.

                    
	 	 	 
	 
      	 
      	
                      If the maturity of the ETNs is
      accelerated because of an event of default as described above, we shall,
      or shall cause the Calculation Agent to, provide written notice to the
      Trustee at its New York office, on which notice the Trustee may
      conclusively rely, and to DTC of the Acceleration Amount and the aggregate
      cash amount due with respect to the ETNs as promptly as possible and in no
      event later than two Business Days after the date of
      acceleration.

                    


            

             

             

            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            

             

             

            
              	
                      Calculation
      Agent

                    	 
      	
                      Morgan Stanley Capital Services
      Inc.

                    
	 	 	 
	 
      	 
      	
                      The Calculation Agent is solely
      responsible for making all determinations regarding the Underlying Index,
      postponement of a Valuation Date, including the Final Valuation Date, and
      the Maturity Date, the applicable Index Closing Value for a Valuation
      Date, the Index Factor, the Investor Fees and the amount of payment on
      your ETNs, if any, to be made at maturity or upon an earlier repurchase,
      as applicable.  All determinations made by the Calculation Agent
      will be at the sole discretion of the Calculation Agent and will, in the
      absence of manifest error, be conclusive for all purposes and binding on
      us and holders of the ETNs.

                    
	 	 	 
	 
      	 
      	
                      All
      calculations with respect to the payment at maturity or upon repurchase
      will be rounded to the nearest one hundred-thousandth, with five
      one-millionths rounded upward (e.g., 0.876545 would be rounded to
      0.87655); all dollar amounts related to determination of the amount of
      cash payable per ETN will be rounded to the nearest ten-thousandth, with
      five one hundred-thousandths rounded upward (e.g., 0.76545 would be
      rounded up to 0.7655); and all dollar amounts paid on the aggregate number
      of ETNs will be rounded to the nearest cent, with one-half cent rounded
      upward.

                    
	 	 	 
	
                      Notices
      to the Trustee and

                    	 
      	 
      
	
                      the
      Depositary

                    	 
      	
                      In
      respect of Payment at Maturity

                    
	 	 	 
	 
      	 
      	
                      The
      Issuer shall, or shall cause the Calculation Agent to (i) provide written
      notice to the Trustee at its New York office and to the Depositary, on
      which notice the Trustee and the Depositary shall be entitled to
      conclusively rely, of the amount of cash to be delivered in respect of
      principal due on the Maturity Date with respect to each
      $      Stated Principal Amount of this ETN,
      on or prior to 10:30 a.m. on the Trading Day preceding the Maturity Date
      (but if such Trading Day is not a Business Day, prior to the close of
      business on the Business Day preceding the Maturity Date), and (ii)
      deliver the aggregate cash amount due with respect to each
      $      Stated Principal Amount of this ETN
      to the Trustee for delivery to the Depositary, as holder of this ETN, on
      the Maturity Date.

                    


            

             

             

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            

             

             

            
              	 
      	 
      	
                      If
      the Maturity Date of this Security is accelerated because of an event of
      default as described in “Alternate Exchange Calculation in Case of an
      Event of Default” or under the circumstances as described in
      “Discontinuance of the Underlying Index; Alteration of Method of
      Calculation” above, the Issuer shall, or shall cause the Calculation Agent
      to, provide written notice to the Trustee at its New York office, on which
      notice the Trustee may conclusively rely, and to the Depositary of the
      amount due per Stated Principal Amount upon such acceleration and the
      aggregate cash amount due with respect to this ETN as promptly as possible
      and in no event later than two Business Days after the date of
      acceleration.

                    
	 	 	 
	 
      	 
      	
                      In
      respect of Payment upon Our Repurchase

                    
	 	 	 
	 
      	 
      	
                      The
      Issuer shall, or shall cause the Calculation Agent to (i) provide written
      notice to the Trustee at its New York office and to the Depositary, on
      which notice the Trustee and the Depositary shall be entitled to
      conclusively rely, of (x) the aggregate principal amount of the ETNs being
      repurchased pursuant to the Repurchase Right, (y) the applicable
      Repurchase Date and (z) the amount of cash to be delivered on the
      Repurchase Date with respect to each Stated Principal Amount of the ETNs
      to be repurchased, on or prior to 10:30 a.m. on the Trading Day preceding
      the Repurchase Date (but if such Trading Day is not a Business Day, prior
      to the close of business on the Business Day preceding the Repurchase
      Date), and (ii) deliver the aggregate cash amount due with respect to the
      aggregate principal amount of this ETN to be repurchased to the Trustee
      for delivery to the Depositary, as holder of this ETN, on the Repurchase
      Date; provided
      that if we elect to have Morgan Stanley & Co. Incorporated (“MS &
      Co.”) or any other affiliate of ours purchase the ETNs that we would
      otherwise repurchase pursuant to the Repurchase Right, which election
      shall be without prejudice to the rights of the holder of this ETN under
      the Repurchase Right, we will not be required to give such notice or make
      such payment unless MS & Co. or such other affiliate fails to purchase
      such ETNs on the Repurchase Date.

                    


            

             

             

            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            

             

             

            
              	 
      	 
      	
                      Reliance
      by the Trustee

                    
	 	 	 
	 
      	 
      	
                      The
      Trustee makes no representation as to the validity or enforceability of
      this ETN or as to the sufficiency or advisability of the provisions hereof
      for the purpose of determining the principal due or intended to be due
      hereon, shall not be responsible for calculating the principal due hereon,
      may conclusively rely on the Calculation Agent’s calculations of the
      amount due hereunder in respect of such principal and shall have no duty
      to investigate or confirm the accuracy of such calculations or the
      methodology used by the Calculation Agent in making its calculations
      hereunder, notwithstanding the existence of manifest
  error.

                    


            

          

           

           

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

           

          Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay to CEDE & Co., or registered assignees, the
amount of cash, as determined in accordance with the provisions set forth under
“Payment at Maturity” above, due with respect to the principal sum of U.S.
$     (UNITED STATES
DOLLARS             ),
on the Maturity Date specified above (except to the extent redeemed or repaid
prior to maturity) and to pay interest thereon at the Interest Rate per annum
specified above, from and including the Interest Accrual Date specified above
until the principal hereof is paid or duly made available for payment weekly,
monthly, quarterly, semiannually or annually in arrears as specified above as
the Interest Payment Period on each Interest Payment Date (as specified above),
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment date);
provided, however, that if the
Interest Accrual Date occurs between a Record Date, as defined below, and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and provided, further, that if
this Note is subject to “Annual Interest Payments,” interest payments shall be
made annually in arrears and the term “Interest Payment Date” shall
be deemed to mean the first day of March in each year.

           

          Interest
on this Note will accrue from and including the most recent date to which
interest has been paid or duly provided for, or, if no interest has been paid or
duly provided for, from and including the Interest Accrual Date, until but
excluding the date the principal hereof has been paid or duly made available for
payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business Day
(as defined below)) (each such date, a “Record Date”); provided, however, that
interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be
payable.  As used herein, “Business Day” means any day,
other than a Saturday or Sunday, (a) that is neither a legal holiday nor a day
on which banking institutions are authorized or required by law or regulation to
close (x) in The City of New York or (y) if this Note is denominated in a
Specified Currency other than U.S. dollars, euro or Australian dollars, in the
principal financial center of the country of the Specified Currency, or (z) if
this Note is denominated in Australian dollars, in Sydney and (b) if this Note
is denominated in euro, that is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System (“TARGET”) is operating (a
“TARGET Settlement
Day”).

           

          Payment of
the principal of this Note, any premium and the interest due at maturity (or any
redemption or repayment date), unless this Note is denominated in a Specified
Currency other than U.S. dollars and is to be paid in whole or in part in such
Specified Currency, will be made in immediately available funds upon surrender
of this Note at the office or agency of the Paying Agent, as defined on the
reverse hereof, maintained for that purpose in the Borough of Manhattan, The
City of New York, or at such other paying agency as the Issuer may determine, in
U.S. dollars.  U.S. dollar payments of interest, other than interest
due at maturity or on any date of redemption or repayment, will be made by U.S.
dollar check mailed to the address of the person entitled thereto as such
address shall appear in the Note register.  A holder of U.S.


           

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

           

          $10,000,000
(or the equivalent in a Specified Currency) or more in aggregate principal
amount of Notes having the same Interest Payment Date, the interest on which is
payable in U.S. dollars, shall be entitled to receive payments of interest,
other than interest due at maturity or on any date of redemption or repayment,
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15
calendar days prior to the applicable Interest Payment Date.

           

          If this
Note is denominated in a Specified Currency other than U.S. dollars, and the
holder does not elect (in whole or in part) to receive payment in U.S. dollars
pursuant to the next succeeding paragraph, payments of interest, principal or
any premium with regard to this Note will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with a
bank located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing, with respect to payments of
interest, on or prior to the fifth Business Day after the applicable Record Date
and, with respect to payments of principal or any premium, at least ten Business
Days prior  to the Maturity Date or any redemption or repayment date,
as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the lawful
currency, provided,
further, that if such wire transfer instructions are not received, such
payments will be made by check payable in such Specified Currency mailed to the
address of the person entitled thereto as such address shall appear in the Note
register; and provided,
further, that payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
upon surrender of this Note at the office or agency referred to in the preceding
paragraph.

           

          If so
indicated on the face hereof, the holder of this Note, if denominated in a
Specified Currency other than U.S. dollars, may elect to receive all or a
portion of payments on this Note in U.S. dollars by transmitting a written
request to the Paying Agent, on or prior to the fifth Business Day after such
Record Date or at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be.  Such election shall
remain in effect unless such request is revoked by written notice to the Paying
Agent as to all or a portion of payments on this Note at least five Business
Days prior to such Record Date, for payments of interest, or at least ten
calendar days prior to the Maturity Date or any redemption or repayment date,
for payments of principal, as the case may be.

           

          If the
holder elects to receive all or a portion of payments of principal of, premium,
if any, and interest on this Note, if denominated in a Specified Currency other
than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as defined on the
reverse hereof) will convert such payments into U.S. dollars.  In the
event of such an election, payment in respect of this Note will be based upon
the exchange rate as determined by the Exchange Rate Agent based on the highest
bid quotation in The City of New York received by such Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate
Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the amount of the Specified Currency payable in the absence of such an election
to such holder and at which the applicable dealer commits to execute a
contract.  If such bid quotations are not 

           

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

           

          available,
such payment will be made in the Specified Currency.  All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments.

           

          Reference
is hereby made to the further provisions of this Note 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 Note shall not be entitled to
any benefit under the Senior Indenture, as defined on the reverse hereof, or be
valid or obligatory for any purpose.

           

           

           

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

           

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

           

          
            	
                    DATED:

                  	
                    MORGAN
      STANLEY

                     

                  	 
	 
      	
                    By:

                  	 
      	 
	 
      	
                     
      Name:                        

                  	 
	 
      	
                     
      Title:                        

                  	 


          

          


           

          
            	
                    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

                     

                  
	
                    This
      is one of the Notes referred to in the within-mentioned Senior
      Indenture.

                     

                  
	
                    THE
      BANK OF NEW YORK, as Trustee

                     

                  
	
                    By:

                  	 
      
	
                     
      Authorized Signatory

                  


          

           

           

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

          
 

          FORM OF
REVERSE OF SECURITY

           

          This Note
is one of a duly authorized issue of Senior Global Medium-Term Notes, Series F,
(the “Notes”) of the
Issuer.  The Notes are issuable under a Senior Indenture, dated as of
November 1, 2004, between the Issuer and The Bank of New York, a New York
banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes
any successor trustee under the Senior Indenture) (as 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 Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed The Bank of New York (as
successor to JPMorgan Chase Bank, N.A.) at its corporate trust office in The
City of New York as the paying agent (the “Paying Agent,” which term
includes any additional or successor Paying Agent appointed by the Issuer) with
respect to the Notes.  The terms of individual Notes may vary with
respect to interest rates, interest rate formulas, issue dates, maturity dates,
or otherwise, 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.

           

          Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and, unless otherwise provided on the face hereof in accordance
with the provisions of the following two paragraphs, will not be redeemable or
subject to repayment at the option of the holder prior to maturity.

           

          If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption.  If this
Note is subject to “Annual Redemption Percentage Reduction,” the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption.  If the face hereof indicates
that this Note is subject to “Modified Payment upon Acceleration or Redemption”,
the amount of principal payable upon redemption will be limited to the aggregate
principal amount hereof multiplied by the sum of the Issue Price specified on
the face hereof (expressed as a percentage of the aggregate principal amount)
plus the original issue discount accrued from the Interest Accrual Date to the
date of redemption (expressed as a percentage of the aggregate principal
amount), with the amount of original issue discount accrued being calculated
using a constant yield method (as described below).  Notice of
redemption shall be mailed to the registered holders of the Notes designated for
redemption at their addresses as the same shall appear on the Note register not
less than 30 nor more than 60 calendar days prior to the date fixed for
redemption or within the Redemption Notice Period specified on the face hereof,
subject to all the conditions and provisions of the Senior
Indenture.  In the event of redemption of this Note in part only, a
new Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation
hereof.

           

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

           

          If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein.  On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment, provided that if the face
hereof indicates that this Note is subject to “Modified Payment upon
Acceleration or Redemption”, the amount of principal payable upon repayment will
be limited to the aggregate principal amount hereof multiplied by the sum of the
Issue Price specified on the face hereof (expressed as a percentage of the
aggregate principal amount) plus the original issue discount accrued from the
Interest Accrual Date to the date of repayment  (expressed as a
percentage of the aggregate principal amount), with the amount of original issue
discount accrued being calculated using a constant yield method (as described
below).  For this Note to be repaid at the option of the holder
hereof, the Paying Agent must receive at its corporate trust office in the
Borough of Manhattan, The City of New York, at least 15 but not more than 30
calendar days prior to the date of repayment, (i) this Note with the form
entitled “Option to Elect Repayment” below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States setting forth the name of the
holder of this Note, the principal amount hereof, the certificate number of this
Note or a description of this Note’s tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled “Option to Elect Repayment” duly completed, will be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Paying Agent by such fifth Business
Day.  Exercise of such repayment option by the holder hereof shall be
irrevocable.  In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued in
the name of the holder hereof upon the cancellation hereof.

           

          Interest
payments on this Note will include interest accrued to but excluding the
Interest Payment Dates or the Maturity Date (or any earlier redemption or
repayment date), as the case may be.  Unless otherwise provided on the
face hereof, interest payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months.

           

          In the
case where the Interest Payment Date or the Maturity Date (or any redemption or
repayment date) does not fall on a Business Day, payment of interest, premium,
if any, or principal otherwise payable on such date need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or on the Maturity Date (or
any redemption or repayment date), and no interest on such payment shall accrue
for the period from and after the Interest Payment Date or the Maturity Date (or
any redemption or repayment date) to such next succeeding Business
Day.

           

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

           

           

          This Note
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.

           

          This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and, if denominated in U.S. dollars,
unless otherwise stated above, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in The City
of New York for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the “Market Exchange Rate”) on the
Business Day immediately preceding the date of issuance.

           

          The
Trustee has been appointed registrar for the Notes, and the Trustee will
maintain at its office in The City of New York a register for the registration
and transfer of Notes.  This Note may be transferred at the aforesaid
office of the Trustee by surrendering this Note for cancellation, accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the
Trustee and duly executed by the registered holder hereof in person or by the
holder’s attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the
Trustee will not be required (i) to register the transfer of or exchange any
Note that has been called for redemption in whole or in part, except the
unredeemed portion of Notes being redeemed in part, (ii) to register the
transfer of or exchange any Note if the holder thereof has exercised his right,
if any, to require the Issuer to repurchase such Note in whole or in part,
except the portion of such Note not required to be repurchased, or (iii) to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Senior Indenture with respect to the redemption of
Notes.  Notes are exchangeable at said office for other Notes of other
authorized denominations of equal aggregate principal amount having identical
terms and provisions.  All such exchanges and transfers of Notes will
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 Notes surrendered for exchange shall be accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the
Trustee and executed by the registered holder in person or by the holder’s
attorney duly authorized in writing.  The date of registration of any
Note delivered upon any exchange or transfer of Notes shall be such that no gain
or loss of interest results from such exchange or transfer.

           

          In case
this Note shall at any time become mutilated, defaced or be destroyed, lost or
stolen and this Note 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 

           

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

           

          premises)
shall be delivered to the Trustee, the Issuer in its discretion may execute a
new Note of like tenor in exchange for this Note, but, if this Note is
destroyed, lost or stolen, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that this Note 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
Note shall be borne by the owner of the Note 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 the series of Senior Medium-Term Notes of which this Note 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 series, voting as one class, by notice in
writing to the Issuer and to the Trustee, if given by the securityholders, 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 Note, 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 to the
Trustee, if given by the securityholders, 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) by the holders of a majority in
aggregate principal amount of the debt securities of all affected series then
outstanding.

           

          If the
face hereof indicates that this Note is subject to “Modified Payment upon
Acceleration or Redemption,” then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of principal
due and payable with respect to this Note shall be limited to the aggregate
principal amount hereof multiplied by the sum of the Issue Price specified on
the face hereof (expressed as a percentage of the aggregate principal amount)
plus the original issue discount accrued from the Interest Accrual Date to the
date of declaration (expressed as a percentage of the aggregate principal
amount), with the amount of original issue discount accrued being calculated
using a constant yield method (as described in the next paragraph), (ii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.

           

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

           

          The
constant yield shall be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the initial period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), and an assumption that the
maturity will not be accelerated.  If the period from the Original
Issue Date to the first Interest Payment Date (the “initial period”) is shorter
than the compounding period for this Note, a proportionate amount of the yield
for an entire compounding period will be accrued.  If the initial
period is longer than the compounding period, then the period will be divided
into a regular compounding period and a short period with the short period being
treated as provided in the preceding sentence.

           

          If the
face hereof indicates that this Note is subject to “Tax Redemption and Payment
of Additional Amounts,” this Note may be redeemed, as a whole, at the option of
the Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption (except that if this Note is subject to “Modified Payment upon
Acceleration or Redemption,” the amount of principal so payable will be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount accrued from the Interest
Accrual Date to the date of redemption (expressed as a percentage of the
aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described above)), if the
Issuer determines that, as a result of any change in or amendment to the laws
(including a holding, judgment or as ordered by a court of competent
jurisdiction), or any regulations or rulings promulgated thereunder, of the
United States or of any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment occurs, becomes effective or, in the case of a change in official
position, is announced on or after the Initial Offering Date hereof, the Issuer
has or will become obligated to pay Additional Amounts, as defined below, with
respect to this Note as described below.  Prior to the giving of any
notice of redemption pursuant to this paragraph, the Issuer shall deliver to the
Trustee (i) a certificate stating that the Issuer is entitled to effect
such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer to so redeem have occurred, and
(ii) an opinion of independent legal counsel satisfactory to the Trustee to
such effect based on such statement of facts; provided that no such notice
of redemption shall be given earlier than 60 calendar days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Amounts if a
payment in respect of this Note were then due.

           

          Notice of
redemption will be given not less than 30 nor more than 60 calendar days prior
to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, which date and the applicable redemption price
will be specified in the notice.

           

          If the
face hereof indicates that this Note is subject to “Tax Redemption and Payment
of Additional Amounts,” the Issuer will, subject to certain exceptions and
limitations set forth below, pay such additional amounts (the “Additional Amounts”) to the
holder of this Note who is a U.S. Alien as may be necessary in order that every
net payment of the principal of and interest on this Note and any other amounts
payable on this Note, after withholding or deduction 

           

           

          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          

           

           

          for or on
account of any present or future tax, assessment or governmental charge imposed
upon or as a result of such payment by the United States, or any political
subdivision or taxing authority thereof or therein, will not be less than the
amount provided for in this Note to be then due and payable.  The
Issuer will not, however, make any payment of Additional Amounts to any such
holder who is a U.S. Alien for or on account of:

           

          (a)           any
present or future tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such holder, or between a fiduciary, settlor, beneficiary,
member or shareholder of such holder, if such holder is an estate, a trust, a
partnership or a corporation for U.S. federal income tax purposes, and the
United States, including, without limitation, such holder, or such fiduciary,
settlor, beneficiary, member or shareholder, being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment therein or
(ii) the presentation by or on behalf of the holder of this Note for
payment on a date more than 15 calendar days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;

           

          (b)           any
estate, inheritance, gift, sales, transfer, excise or personal property tax or
any similar tax, assessment or governmental charge;

           

          (c)           any
tax, assessment or other governmental charge imposed by reason of such holder’s
past or present status as a controlled foreign corporation or passive foreign
investment company with respect to the United States or as a corporation which
accumulates earnings to avoid U.S. federal income tax or as a private foundation
or other tax-exempt organization or a bank receiving interest under Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

           

          (d)           any
tax, assessment or other governmental charge that is payable otherwise than by
withholding or deduction from payments on or in respect of this
Note;

           

          (e)           any
tax, assessment or other governmental charge required to be withheld by any
Paying Agent from any payment of principal of, or interest on, this Note, if
such payment can be made without such withholding by any other Paying Agent in a
city in Western Europe;

           

          (f)           any
tax, assessment or other governmental charge that would not have been imposed
but for the failure to comply with certification, information or other reporting
requirements concerning the nationality, residence or identity of the holder or
beneficial owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or taxing
authority thereof or therein as a precondition to relief or exemption from such
tax, assessment or other governmental charge;

           

          (g)           any
tax, assessment or other governmental charge imposed by reason of such holder’s
past or present status as the actual or constructive owner of 10% or more of the
total combined voting power of all classes of stock entitled to vote of the
Issuer or as a direct or indirect subsidiary of the Issuer; or

           

           

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

           

           

          (h)           any
combination of items (a), (b), (c), (d), (e), (f) or (g).

           

          In
addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed on
a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on behalf of
a holder who would have been able to avoid such withholding or deduction by
presenting this Note or the relevant coupon to another Paying Agent in a member
state of the European Union. Nor shall the Issuer pay Additional Amounts with
respect to any payment on this Note to a U.S. Alien who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.

           

          The Senior
Indenture permits the Issuer 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 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 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 impair or affect the rights of any holder
to institute suit for the payment thereof or (b) reduce the aforesaid percentage
in principal amount of debt securities the consent of the holders of which is
required for any such supplemental indenture.

           

          Except as
set forth below, if the principal of, premium, if any, or interest on this Note
is payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available to the Issuer for making payments hereon due to the
imposition of exchange controls or other circumstances beyond the control of the
Issuer or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions within the
international banking community, then the Issuer will be entitled to satisfy its
obligations to the holder of this Note by making such payments in U.S. dollars
on the basis of the Market Exchange Rate on the date of such payment or, if the
Market Exchange Rate is not available on such date, as of the most recent
practicable date; provided, however, that if the euro has
been substituted for such Specified Currency, the Issuer may at its option (or
shall, if so required by applicable law) without the consent of the holder of
this Note effect the payment of principal of, premium, if any, or interest on
any Note denominated in such Specified Currency in euro in lieu of such
Specified Currency in conformity with legally applicable measures taken pursuant
to, or by virtue of, the Treaty establishing the European Community, as
amended.  Any 

           

           

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

           

           

          payment
made under such circumstances in U.S. dollars or euro where the required payment
is in an unavailable Specified Currency will not constitute an Event of
Default.  If such Market Exchange Rate is not then available to the
Issuer or is not published for a particular Specified Currency, the Market
Exchange Rate will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the date of such payment from three
recognized foreign exchange dealers (the “Exchange Dealers”) for the
purchase by the quoting Exchange Dealer of the Specified Currency for U.S.
dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of Notes and at
which the applicable Exchange Dealer commits to execute a
contract.  One of the Exchange Dealers providing quotations may be the
Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
Issuer.  If those bid quotations are not available, the Exchange Rate
Agent shall determine the market exchange rate at its sole
discretion.

           

          The “Exchange Rate Agent” shall be
Morgan Stanley & Co. Incorporated, unless otherwise indicated on the face
hereof.

           

          All
determinations referred to above made by, or on behalf of, the Issuer or by, or
on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on holders of Notes and coupons.

           

          So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office
or agency for the payment of the principal of and premium, if any, and interest
on this Note 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 Notes.  The Issuer may
designate other agencies for the payment of said principal, premium and interest
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.  If any European Union Directive
on the taxation of savings comes into force, the Issuer will, to the extent
possible as a matter of law, maintain a Paying Agent in a member state of the
European Union that will not be obligated to withhold or deduct tax pursuant to
any such Directive or any law implementing or complying with, or introduced in
order to conform to, such Directive.

           

          With
respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent
for payment of the principal of or interest or premium, if any, on any Notes
that remain unclaimed at the end of two years after such principal, interest or
premium shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the
holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer.  Upon
such repayment all liability of the Trustee or such Paying Agent with respect to
such moneys shall thereupon cease, without, however, limiting in any way any
obligation that the Issuer may have to pay the principal of or interest or
premium, if any, on this Note as the same shall become due.

           

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

           

           

          No
provision of this Note or of the Senior Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note 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 Note.

           

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

           

          No
recourse shall be had for the payment of the principal of, premium, if any, or
the interest on this Note, 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 of any successor
corporation, either directly or through the Issuer or any successor corporation,
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 Note
shall for all purposes be governed by, and construed in accordance with, the
laws of the State of New York.

           

          As used
herein, the term “U.S. Alien” means any person who is, for U.S. federal income
tax purposes, (i) a nonresident alien individual, (ii) a foreign corporation,
(iii) a nonresident alien fiduciary of a foreign estate or trust or (iv) a
foreign partnership one or more of the members of which is, for U.S. federal
income tax purposes, a nonresident alien individual, a foreign corporation or a
nonresident alien fiduciary of a foreign estate or trust.

           

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

           

           

          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

           

          
            
              
                 

                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.

                 

                _______________________

                 



               

              
                
                  
                  

                

                
                  24

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                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
Note and all rights thereunder, hereby irrevocably constituting and appointing
such person attorney to transfer such note 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 Note in every particular without alteration or
      enlargement or any change
whatsoever.

                        

 

                
                  
                    
                    

                  

                  
                    25

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                OPTION TO ELECT
REPAYMENT

                 

                The
undersigned hereby irrevocably requests and instructs the Issuer to repay the
within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at

                 

                  
                    

                  

                

                 

                  
                    

                  

                

                 

                  
                    

                  

                

                (Please
print or typewrite name and address of the undersigned)

                 

                If less
than the entire principal amount of the within Note is to be repaid, specify the
portion thereof which the holder elects to have repaid: _________________; and
specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
__________________.

                 

                Dated:________________________                                _______________________________________

                
                  	
                           

                        	
                          NOTICE:  The
      signature on this Option to Elect Repayment must correspond with the name
      as written upon the face of the within instrument in every particular
      without alteration or enlargement.

                        


                

                 

              

            

          

           

          
            
              
              

            

            
              26

              
                

              

            

            
              
              

            

          

           

           

          ANNEX
A

           

          FORM
OF NOTICE OF REPURCHASE

           

          Dated:

          


          Morgan
Stanley

           

          Fax: (212)
507-2268

           

          E-mail:
etn_redemption@morganstanley.com

           

          Dear
Ladies/Gentlemen:

           

           

          The
undersigned holder of Market Vectors-Indian Rupee/USD ETNs due March 31, 2020
(Based on the Performance of the S&P Indian Rupee Total Return
Index, CUSIP No. 61747W257 (the “ETNs”) hereby irrevocably elects to exercise,
on the repurchase date, with respect to the number of the ETNs indicated
below1, as of the date hereof, the repurchase right
as described in the pricing supplement relating to the ETNs (the “Pricing
Supplement”). Terms not defined herein have the meanings given to such terms in
the Pricing Supplement.

           

          The
undersigned certifies to you that it will (i) instruct its DTC custodian with
respect to the ETNs (specified below) to book a delivery vs. payment trade on
the valuation date with respect to the number of ETNs specified below at a price
per ETN equal to the repurchase value, facing Morgan Stanley DTC 050 and (ii)
cause the DTC custodian to deliver the trade as booked for settlement via DTC at
or prior to 10:00 a.m. New York City time on the repurchase date.

           

          The
undersigned understands and agrees that this Notice of Repurchase will not be
effective unless and until Morgan Stanley delivers to the undersigned the signed
acknowledgement set forth below by 4:00 p.m. on the date hereof.

           

           

          Very truly
yours,

           

           

            [NAME OF
HOLDER]

          

           

            
              

            

          

          Name:

          Title:

          Telephone:

          Fax:

          E-mail:

           

          Number of
ETNs surrendered for repurchase1:

           

            
              

            

          

           

          DTC # (and
any relevant sub-account):

           

            
              

            

          

           

          Contact
Name:

          Telephone:

           

          Received
and acknowledged:

           

          Morgan
Stanley

          


          


          By:
______________________________

          Name:

           

          Title:

           

          _____________  
            1 You must require us to repurchase at
least 50,000 ETNs at one time in order to exercise your right to require us to
repurchase your ETNs on any repurchase date.