Sixth Supplemental Senior Indenture dated as of September 16, 2011



 EXHIBIT 4.1 
 SIXTH SUPPLEMENTAL SENIOR INDENTURE 
 BETWEEN 

MORGAN STANLEY 

AND 
 THE BANK OF
NEW YORK MELLON 
 as successor to JPMorgan Chase Bank, N.A. 

(formerly known as JPMorgan Chase Bank), Trustee 
 Dated as of September 16, 2011 
 SUPPLEMENTAL TO SENIOR INDENTURE DATED
NOVEMBER 1, 2004. 







 THIS SIXTH SUPPLEMENTAL SENIOR INDENTURE dated as of September 16, 2011 between MORGAN STANLEY, a
Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (the “Trustee”), 

W I T N E S S E T H : 
 WHEREAS, the Issuer and the Trustee are parties to that certain Senior Indenture dated as of November 1, 2004 (the “Indenture”); 

WHEREAS, the Issuer established and on August 30, 2011 issued its Medium-Term Notes, Series F, Contingent Income Auto-Callable
Securities due August 27, 2012 (the “Notes”); 
 WHEREAS, Section 8.01 of the Indenture provides that,
without the consent of the Holders of any Securities, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may enter into indentures supplemental to the Indenture for the purpose of, among other things, correcting
any provision contained therein, subject to the conditions set forth therein; provided that no such action shall adversely affect the interests of the Holders of the Securities; 

WHEREAS, the Issuer desires to modify certain provisions of the Notes to correct the Downside Threshold Level with respect to the Notes,
which corrected Downside Threshold Level shall be lower than the Downside Threshold Level as originally stated; 
 WHEREAS, the
entry into this Sixth Supplemental Senior Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and 
 WHEREAS, all things necessary to make this Sixth Supplemental Senior Indenture a valid indenture and agreement according to its terms have been done; 

NOW, THEREFORE: 

In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows: 

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

	 Downside Threshold Level 
	$17.332, which is equal to 70% of the Initial Share Price. 

 SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original certificate dated August 30, 2011 evidencing the Notes for the duly executed and authenticated
certificate evidencing the amended terms of the Notes. Upon such exchange, the Trustee shall promptly cancel and dispose of such original Notes in accordance with Section 2.10 of the Indenture. Failure to exchange such original Notes for such
amended Notes in accordance with this Section will not impair the validity of or otherwise affect the Notes, as amended. 

ARTICLE 2 

Miscellaneous Provisions 
 Section 2.01. Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper
to carry out more effectively the purposes of this Sixth Supplemental Senior Indenture. 
 Section 2.02. Other Terms of
Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect. 

Section 2.03. Terms Defined. All terms defined elsewhere in the Indenture shall have the same meanings when used herein.

 Section 2.04. Governing Law. This Sixth Supplemental Senior Indenture shall be deemed to be a contract under the
laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. 

Section 2.05. Counterparts. This Sixth Supplemental Senior Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but one and the same instrument. 

Section 2.06. Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Senior Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Senior Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of September 16, 2011. 
  

			
	MORGAN STANLEY
		
	By:	 	/s/ DANIEL B. PARK
		 	 Name: Daniel B. Park
 Title:
Assistant Treasurer



  

			
	Attest:
		
	 By:
	 	/s/ W. GARY BEESON
		 	 Name: W. Gary Beeson
 Title:
Assistant Secretary and Counsel


  

			
	THE BANK OF NEW YORK MELLON TRUSTEE,
		
	 By:
	 	/s/ TIMOTHY W. CASEY
		 	 Name: Timothy W. Casey

Title: Vice President



  

			
	Attest:
		
	 By:
	 	/s/ SCOTT I. KLEIN
		 	 Name: Scott I. Klein
 Title:
Vice President



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

 On this 16th day of September 2011 before me personally came Daniel B. Park to me personally known, who, being by me duly sworn,
did depose and say that he resides at New York, NY; that he is an Assistant Treasurer of Morgan Stanley, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of
Directors of said corporation. 
 [NOTARIAL SEAL] 

 

	
	
	/s/ CINDY S. BUCKHOLZ
	 Notary Public



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

 On this 16th day of September 2011 before me personally came Timothy W. Casey to me personally known, who, being by me duly sworn,
did depose and say that he resides at Nassau County, NY; that he is a Vice President of The Bank of New York Mellon, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of
the Board of Directors of said corporation. 
 [NOTARIAL SEAL] 

 

	
	
	/s/ ANNA YIU
	Notary Public


  
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