Seventh Supplemental Senior Indenture, dated as of November 21, 2011



 EXHIBIT 4.4 

 
  
 SEVENTH 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
November 21, 2011 
  
  

SUPPLEMENTAL TO SENIOR INDENTURE 
 DATED AS OF NOVEMBER 1, 2004 
  

 







 SEVENTH SUPPLEMENTAL SENIOR INDENTURE, dated as of November 21, 2011 (the “Seventh
Supplemental Senior Indenture”), 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”) and, for purposes of Article Two hereof, as Paying Agent (as defined below). Terms not defined herein shall have the meanings given to them pursuant to the Indenture, as defined below. 

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 (as supplemented by the First Supplemental Senior Indenture, dated as of
September 4, 2007, between the Issuer and the Trustee, the Second Supplemental Senior Indenture, dated as of January 4, 2008, between the Issuer and the Trustee, the Third Supplemental Senior Indenture, dated as of September 10, 2008,
between the Issuer and the Trustee, the Fourth Supplemental Senior Indenture, dated as of December 1, 2008, between the Issuer and the Trustee, the Fifth Supplemental Senior Indenture, dated as of April 1, 2009, between the Issuer and the
Trustee and the Sixth Supplemental Senior Indenture, dated as of September 16, 2011, between the Issuer and the Trustee, the “Indenture”); 
 WHEREAS, Section 8.01 of the Indenture provides that, without the consent of Holders of any Securities or Coupons, 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, making any provisions as the Issuer may deem necessary or desirable, subject to the conditions set forth therein and provided that no such
action shall adversely affect the interests of the Holders of the Securities or Coupons; 
 WHEREAS, the Issuer desires
(i) to add to and modify certain provisions of the Indenture to allow for the issuance of Registered Global Securities under the structure prescribed by the European Central Bank for securities to be potentially eligible to be pledged as
collateral in European central banking and monetary operations and (ii) to modify the conditions to the effectuation of Unregistered Securities in NGN form; 
 WHEREAS, the Issuer, pursuant to an agreement between the Issuer and Euroclear Bank S.A./N.V. and Clearstream Banking S.A. (the “ICSDs”) dated November 21, 2011, wishes to establish
procedures whereby the Trustee, acting through its corporate trust office in London, England, in its capacity as principal paying agent (the “Paying Agent”) for Securities issued under the Indenture outside the United States, will comply
with the requirements for paying agents established by the ICSDs with respect to global registered notes issued under the New Safekeeping Structure (the “NSS Notes”); 

  
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 WHEREAS, the entry into this Seventh 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 Seventh
Supplemental Senior Indenture a valid indenture and agreement in accordance with its terms have been done. 
 NOW, THEREFORE,
for and in consideration of the premises, 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 Securities and of the Coupons, if any, appertaining thereto
as follows: 
 ARTICLE ONE 
 1.1. Application of Article One. The provisions of this Article One shall apply to (a) Holders of all Securities issued under the Indenture and Outstanding at the date hereof and (b) Holders of
any Securities that may be issued under the Indenture subsequent to the date hereof. 
 1.2. Amendment of Section 1.01.
Section 1.01 of the Indenture is hereby amended by: 
 (a) amending and restating the definition of “CSK” to read
in its entirety as follows: 
 ‘“CSK” means, with respect to Unregistered Securities issued in NGN form or
Registered Global Securities issued under the NSS, the entity appointed as common safe-keeper by Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme.’; 

(b) adding after the definition of “NGN form” a new defined term as follows: ‘“NSS” or “New
Safekeeping Structure” means the structure under which Registered Global Securities intended to be recognized as eligible collateral for Eurosystem monetary policy and intraday credit operations need be issued. Registered Global Securities
issued under the NSS shall be registered in the name of a nominee of the CSK and safekept by the CSK.’; 
 (c) amending and
restating the introductory clause of the definition of “Outstanding” to read as follows: 

‘“Outstanding” when used with reference to Securities, shall, subject to the provisions of Section 7.04, mean,
as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture (and, in the case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK), except’ 

  
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 (d) amending and restating subsection (c) of the definition of “Outstanding”
to read in its entirety as follows: 
 ‘(c) Securities which shall have been paid or in substitution for which other
Securities shall have been authenticated and delivered (and, in the case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK) pursuant to the terms of Section 2.09 (except with respect to any such Security as to
which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).’; and 

(e) amending and restating the definition of “Security” or “Securities” to read in its entirety as follows:

 ‘“Security” or “Securities” has the meaning stated in the first recital of this
Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture (and, in the case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK).’ 

1.3. Amendment of Section 2.03. Section 2.03(o) is hereby amended and restated to read in its entirety as follows: 

“(o) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be
issuable as Registered Global Securities and under the NSS or not) or Unregistered Securities (with or without Coupons and in NGN form or not), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange
or delivery of Unregistered Securities or Registered Securities or the payment of interest thereon and, if other than as provided in Section 2.08, the terms upon which Unregistered Securities of any series may be exchanged for Registered
Securities of such series and vice versa;” 
 1.4. Amendment of Section 2.04. 

(i) Section 2.04(a) is hereby amended by deleting the first sentence thereof, and replacing it in its entirety with the following:
“The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the
Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as
may be specified from time to time by an Issuer Order, and, if such Securities are issued in NGN form or issued under the NSS and such Issuer Order so specifies, shall instruct, or shall cause a paying agent therefor to instruct, the CSK to
effectuate such Securities.”; and 

  
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 (ii) Section 2.04(a)(iv)(C) of the Indenture is hereby amended and restated to read in
its entirety as follows: 
 “(C) when the Securities and Coupons, if any, have been executed by the Issuer and
authenticated by the Trustee in accordance with the provisions of this Indenture, and, in the case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK, and delivered to and duly paid for by the purchasers thereof, they
will have been duly issued under this Indenture and will be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and”. 

(iii) The penultimate paragraph of Section 2.04 of the Indenture is hereby amended and restated to read in its entirety as follows:

 “If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the
form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver, and, if such Securities are issued
under the NSS, shall instruct, or shall cause a paying agent therefor to instruct, the CSK to effectuate, one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary.”” 
 1.5. Amendment of
Section 2.05. Section 2.05 of the Indenture is hereby amended by deleting the “.” after the last sentence of the first paragraph and adding thereafter the following: “and, in the case of any Security issued in NGN form or
issued under the NSS, effectuated by the CSK.” 
 1.6. Amendment of Section 2.06. Section 2.06 of the Indenture
is hereby amended and restated to read in its entirety as follows: 
 “Section 2.06. Certificate of Authentication;
Effectuation Instruction. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the 

  
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manual signature of one of its authorized signatories, and shall be, in the case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK by the manual or facsimile
signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture or shall be valid and obligatory for any
purpose until the certificate of authentication on the Security to which such Coupon appertains shall have been duly executed by the Trustee, and, in the case of Securities issued in NGN form or issued under the NSS, such Security shall have been
effectuated by the CSK as aforesaid. The execution of the certificate of authentication by the Trustee upon any Security executed by the Issuer, and, in the case of Securities issued in NGN form or issued under the NSS, evidence via facsimile
transmission, electronic means or such other evidence in writing as may be acceptable to the Trustee of the execution by the CSK of the certificate of effectuation on such Security, shall be conclusive evidence that the Security so authenticated,
and effectuated if applicable, has been duly authenticated, and effectuated if applicable, and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.” 

1.7. Amendment of Section 2.08. Section 2.08 of the Indenture is hereby amended by: 

(a) deleting the “.”at the end of the second paragraph and adding thereafter the following: “; provided that, with respect
to any Registered Security or Registered Securities of any series to be issued under the NSS, the Trustee shall instruct, or shall cause a paying agent therefor to instruct, the CSK to effectuate such Registered Security or Registered Securities and
such Registered Securities shall have been effectuated by the CSK.” 
 (b) amending and restating the penultimate sentence
of the fourth paragraph to read in its entirety as follows: 
 “Whenever any Securities are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive; provided, that with respect to any such Securities to be issued in NGN form or issued under the NSS,
the Trustee shall instruct or shall cause a paying agent therefor to instruct the CSK to effectuate such Securities and such Securities shall have been effectuated by the CSK.” 

1.8. Amendment of Section 2.09. Section 2.09 of the Indenture is hereby amended by: 

(a) amending and restating the first sentence of the first paragraph to read in its entirety as follows: 

“In case any temporary or definitive Security or any Coupon appertaining to any Security shall become mutilated, defaced or be
destroyed, lost or stolen, the 

  
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Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series, maturity date,
interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or
stolen Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen; provided, that with respect to any such Security to be issued in NGN form or issued under the NSS, the
Trustee shall instruct, or shall cause a paying agent to instruct, the CSK to effectuate such Security and such Security shall have been effectuated by the CSK.”; and 
 (b) in the first sentence of the third paragraph thereof after the phrase “of such series duly authenticated and delivered” and before the word “hereunder” inserting “(and, in the
case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK)”. 
 1.9. Amendment of
Section 2.11. Section 2.11 is hereby amended and restated in its entirety to read as follows: 
 “Section 2.11.
Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise
reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities without coupons, or as Unregistered Securities with or without coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of
the Trustee as evidenced by the execution and authentication, and, in the case of Temporary Securities issued in NGN form or issued under the NSS, effectuation thereof. Temporary Securities may contain such references to any provisions of this
Indenture as may be appropriate. Every Temporary Security shall be executed by the Issuer, be authenticated by the Trustee and, in the case of Temporary Securities issued in NGN form or issued under the NSS, the Trustee shall instruct, or shall
cause a paying agent to instruct, the CSK to effectuate such Temporary Security, upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.02 and, in the case of Unregistered Securities, at any agency maintained by the Issuer for such purpose as specified pursuant to 

  
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Section 2.03, and the Trustee shall authenticate and deliver, and, in the case of Temporary Securities issued in NGN form or issued under the NSS, instruct or cause a paying agent to
instruct the CSK to effectuate, in exchange for such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized denominations and, in the case of Unregistered Securities,
having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to
Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any series that may be established pursuant to Section 2.03 (including any
provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security to be delivered to a depositary or agency located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security).” 
 1.10. Amendment of Section 6.02. Section 6.02 is hereby amended by removing “and” at the end of Section 6.02(f) and adding “and” at the end of Section 6.02(g), and
Section 6.02(h) is hereby amended and restated to read in its entirety as follows: 
 “(h) neither the Trustee nor any
paying agent shall be liable for any failure on the part of the CSK to effectuate any Security issued in NGN form or under the NSS or for any failure on the part of the CSK to do so in a timely manner, unless it shall be proved that the Trustee or
the paying agent was negligent in instructing the CSK to effectuate any such Security in accordance with the applicable provision hereof; provided, that the Trustee or paying agent shall not be deemed to have acted with negligence if it shall
have given such instructions in the manner and by the time prescribed by the CSK, provided further that in the absence of any such prescribed manner or timing, the Trustee or paying agent shall be entitled to give, and shall incur no liability
hereunder if it shall give, such instructions by facsimile transmission (without any requirement for telephonic confirmation) to a telephone number provided by the CSK for such purpose or by email to an email address provided by the CSK for such
purpose and shall be protected in giving and shall incur no liability hereunder in giving such instructions no later than one Business Day after the applicable Security shall have been delivered to the Trustee for authentication.” 

1.11. Amendment of Section 6.14. The second sentence of the first paragraph of Section 6.14 is hereby amended and restated to
read in its entirety as follows: 
 “Securities of each such series authenticated by such Authenticating Agent, and, if
such Securities are issued in NGN form or issued under the NSS, effectuated by the CSK, shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee.” 

  
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 1.12. Amendment of Section 8.05. The second sentence of Section 8.05 is hereby
amended and restated to read in its entirety as follows: 
 “If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee, and, in the case of Securities issued in NGN form or issued under the NSS, effectuated by the CSK, and delivered in exchange for the Securities of such series then Outstanding.” 

1.13. Amendment of Section 12.03. The fourth paragraph of Section 12.03 is hereby amended and restated to read in its entirety
as follows: 
 “Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so
presented; provided, that with respect to any such new Security or Securities to be issued in NGN form or issued under the NSS, the Trustee shall instruct, or shall cause a paying agent to instruct, the CSK to effectuate such Security or Securities
and such Security or Securities shall have been effectuated by the CSK.” 
 ARTICLE TWO 

2.01. Additional Responsibilities of the Paying Agent regarding the NSS Notes 

(a) The Paying Agent will inform the ICSDs (through the common service provider (the “CSP”) appointed by the ICSDs to service
the NSS Notes) of the initial issue outstanding amount (“IOA”) for such NSS Notes on or prior to the applicable closing date; 
 (b) If any event occurs that requires a mark-up or mark-down of the records that an ICSD holds for its customers to reflect such customers’ interest in any NSS Note, the Paying Agent will promptly
provide details of the amount of such mark-up or mark-down, together with a description of the event that requires it, to the ICSDs (through the CSP); 
 (c) The Paying Agent will, prior to each payment on any NSS Note, compare its records of the IOA of any NSS Note with information received from the ICSDs (through the CSP) with respect to the records
reflecting the IOA maintained by the ICSDs for such NSS Note and will promptly inform the ICSDs (through the CSP) of any discrepancies; 

  
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 (d) The Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any
discrepancy identified in the records reflecting the IOA of any NSS Note; 
 (e) The Paying Agent will promptly provide to the
ICSDs (through the CSP) details of all amounts paid under any NSS Note (or, where such NSS Note provides for delivery of assets other than cash, of the assets so delivered); 
 (f) The Paying Agent will promptly provide to the ICSDs (through the CSP) notice of any changes to any NSS Note known to the Paying Agent that will affect the amount of, or date for, any payment due under
such NSS Note; 
 (g) The Paying Agent will promptly provide to the ICSDs (through the CSP) copies of all notices in its
possession that are given by or on behalf of the Issuer to the holders of any NSS Note; 
 (h) The Paying Agent will promptly
pass on to the Issuer all communications it receives from the ICSDs directly or through the CSP relating to any NSS Note. Any such notice shall be deemed to have been conclusively given by being sent by facsimile to the Issuer, Attention:
Treasurer’s Office, (212) 762-0337, and by being deposited postage prepaid, first class mail addressed (until another address of the Issuer is filed by the Issuer with the Paying Agent) to Morgan Stanley, 1585 Broadway, New York, New York
10036, Attention: Secretary; and 
 (i) The Paying Agent will promptly notify the ICSDs (through the CSP) of any failure by the
Issuer to make any payment or delivery due under any issuance of NSS Notes when due. 
 2.02. Certain Rights of the Paying
Agent. For avoidance of doubt, the rights, protections and exculpations available to the Trustee under the Indenture shall also be available to the Trustee in each of its capacities thereunder, including as Paying Agent. 

ARTICLE THREE 

3.01. 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 Seventh Supplemental Senior Indenture. 
 3.02. 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. 
 3.03. Terms Defined. All terms defined elsewhere in the Indenture shall have the same meanings when
used herein. 

  
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 3.04. Governing Law. This Seventh 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. 

3.05. Counterparts. This Seventh 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. 
 3.06. 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 Seventh
Supplemental Senior Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Senior
Indenture to be duly executed by the Issuer and the Trustee under their respective corporate seals as of the day and year first written above. 
  

					
	MORGAN STANLEY
		
	By:	 	/s/ John M. Ryan        
		 	Name:	 	John M. Ryan
		 	Title:	 	Assistant Treasurer


  

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

  

					
	 THE BANK OF NEW YORK MELLON,
       as Trustee and, for purposes of Article

      Two hereof, as Paying Agent

		
	By:	 	/s/ Francine J. Kincaid        
		 	Name:	 	Francine J. Kincaid
		 	Title:	 	Vice President


  

					
	Attest:
		
	By:	 	/s/ Timothy W. Casey        
		 	Name:	 	Timothy W. Casey
		 	Title:	 	Vice President


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

 On the 21st day of November, 2011, before me personally came John M. Ryan, to me known, who, being by me
duly sworn, did depose and say that he is an Assistant Treasurer of Morgan Stanley, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. 

 

	
	/s/ Cindy S. Buckholz        
	Notary Public



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

 On the 21st day of November, 2011, before me personally came Francine J. Kincaid, to me known, who, being
by me duly sworn, did depose and say that she is a Vice President of The Bank of New York Mellon, one of the corporations described in and which executed the foregoing instrument; that she knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority. 

 

	
	/s/ Joel V. Beaver        
	Notary Public



  
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