Exhibit
4.1

    

     

    
       

      FOURTH 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 December 1, 2008


       

       

      SUPPLEMENTAL TO SENIOR INDENTURE DATED
NOVEMBER 1, 2004.

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS FOURTH SUPPLEMENTAL SENIOR
INDENTURE dated as of December 1, 2008 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, on November 21, 2008, the Federal Deposit Insurance
Corporation (“FDIC”) issued its Final Rule, 12 C.F.R. Part
370 (the “Rule”) establishing the FDIC’s Temporary Liquidity Guarantee
Program;

       

      WHEREAS, the Issuer has entered into a
master agreement by and between the Issuer and the FDIC, dated November 26,
2008 (the “FDIC Master
Agreement”) pursuant to
which the FDIC agrees to guarantee payments with respect to certain Securities
that are eligible for such guarantee under the Rule, (the “Guaranteed Securities”) and the Issuer agrees to reimburse and make whole
the FDIC;

       

      WHEREAS, pursuant to the FDIC Master
Agreement, the Issuer agreed to incorporate into the Indenture governing any of
its Guaranteed Securities certain provisions set out in the FDIC Master
Agreement and desires to
incorporate such provisions into the Indenture by entering into this Fourth
Supplemental Senior Indenture;

       

      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, making any
provision as the Issuer may deem necessary and desirable; provided
that no such action
shall adversely affect the
interests of the Holders of the Securities;

       

      WHEREAS, the entry into this Fourth
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 Fourth 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 Guaranteed Securities, as
follows:

       

      
        
          
          

        

        
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      ARTICLE 1

       

      Section 1.01. The Indenture is hereby
amended by the insertion of
a new Article 13 which shall provide as follows:

       

      ARTICLE 13

      FDIC GUARANTEED SENIOR UNSECURED DEBT

       

      Section 13.01. Acknowledgement of
the FDIC’s Debt Guarantee
Program. The parties to
this Indenture acknowledge that the Issuer has not opted out of the debt guarantee program (the
“Debt Guarantee
Program”) established by
the Federal Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity
Guarantee Program on November 21, 2008 pursuant to the FDIC’s Final Rule, 12 C.F.R. Part 370 (as may
be amended or supplemented from time to
time, the “Rule”).  The Debt Guarantee Program
applies to any Securities issued on or after October 14, 2008 through June 30,
2009 that constitute unsecured senior debt, as defined in the Rule and as to
which the Issuer has not duly made an opt-out election
in accordance with Section 370.3(g) of the Rule (the "Guaranteed Securities")
and, with respect to each such Guaranteed Security, from the period from October
14, 2008 to the earlier of the date such Guaranteed Security matures pursuant to the terms thereof
and June 30, 2012 (the "Effective Period"). As a result, this debt is
guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by
the full faith and credit of the United States. The details of the FDIC guarantee
are provided in the FDIC’s regulations, 12
CFR Part 370, and at the FDIC’s website,
www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the
earlier of the maturity date of this debt or June 30, 2012.

       

      The security certificate, note or other instrument evidencing
each Guaranteed Security shall bear a legend, upon which the Representative (as
defined below) shall be entitled to conclusively rely, to the effect that such
security certificate, note or other instrument is guaranteed by the FDIC under the Debt Guarantee
Program.

       

      Section 13.02. Trustee as
Representative of Holders.

      


      (a) The Bank of New York Mellon and its
successors are designated as the duly authorized representatives of the Holders
for purposes of making claims and taking other permitted or required
actions under the Debt Guarantee Program (the “Representative”).  Any Holder may elect not
to be represented by the Representative by providing written notice of such
election to the Representative.

      


      (b) Upon an uncured failure by the Issuer
to make a timely payment of principal or interest under any Guaranteed
Securities (a “Payment
Default”), the
Representative, on behalf of all Holders of such Guaranteed Securities that are
represented by the Representative, shall submit to the FDIC a demand
for payment by the FDIC of such unpaid principal and interest, together
with proof of such claim and such other documentation as may be required by the
FDIC under the Rule (i) in the case of any payment due by the Issuer prior to the final maturity or
redemption of such Guaranteed 

      
        
          
          

        

        
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      Securities,
on the earlier of the date that the applicable cure period ends (or if such date
is not a Business Day, the immediately succeeding Business Day) and 60 days
following such Payment
Default and (ii) in the case of any payment due by the Issuer on the final
maturity date or on a redemption date for such Guaranteed Securities, on such
final maturity date or redemption date (or if such date is not a Business Day,
the immediately succeeding
Business Day).

       

      Section 13.03. Subrogation. The FDIC shall be subrogated to all of
the rights of the Holders of Guaranteed Securities and the Representative with
respect to such Guaranteed Securities under this Indenture against the Issuer in
respect of any amounts paid
to the Holders of the Guaranteed Securities, or for the benefit of the Holders
of the Guaranteed Securities, by the FDIC pursuant to the Debt Guarantee
Program.

       

      Section 13.04. Assignment upon
Guarantee Payment. The
Holders of Guaranteed
Securities hereby authorize the Representative, at such time as the FDIC shall
commence making any guarantee payments to the Representative for the benefit of
the Holders of Guaranteed Securities pursuant to the Debt Guarantee Program
(each, a “Guarantee Payment”), to execute an assignment in the form
attached as Annex A, pursuant to which the Representative shall assign to the
FDIC its right as Representative to receive any and all payments from the Issuer
under this Indenture on behalf of the Holders of Guaranteed Securities. The Issuer
hereby consents and agrees that the FDIC is an acceptable transferee for all or
any portion of the Guaranteed Securities for all purposes of this Indenture and
upon any such assignment, the FDIC shall be deemed a Holder under this Indenture for all purposes
hereof, and the Issuer hereby agrees to take such reasonable steps as are
necessary to comply with any relevant provision of this Indenture as a result of
such assignment.

       

      If a Holder of Guaranteed Securities has
exercised its right not to
be represented by the Representative, such Holder of Guaranteed Securities
hereby agrees that, at such time as the FDIC shall commence making any Guarantee
Payments to the Holder pursuant to the Debt Guarantee Program, such
Holder shall execute an assignment in the form
attached as Annex A, pursuant to which such Holder shall assign to the FDIC its
right to receive any and all payments from the Issuer under this
Indenture.

       

      Section 13.05. Surrender of
Guaranteed Securities to the FDIC. If, at any time on or prior to the
expiration of the Effective Period, payment in full hereunder shall be made
pursuant to the Debt Guarantee Program on the outstanding principal and accrued
interest to such date of payment, with respect to any Guaranteed Securities, the Holder of such
Guaranteed Securities shall, or shall cause the person or entity in possession
of such Guaranteed Securities to, promptly surrender to the FDIC the security
certificate, note or other instrument evidencing such Guaranteed Securities, if
any.

       

      Section 13.06. Notice Obligations
to the FDIC of Payment Default. If, at any time prior to the earlier
of (i) full satisfaction of the payment obligations under any Guaranteed
Securities, or (ii) expiration of the Effective Period, the Issuer is in default of any payment
obligation under any Guaranteed Securities, including timely payment of any
accrued and unpaid interest, without regard to any cure period, the


      
        
          
          

        

        
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        Representative
covenants and agrees that it shall provide written notice
to the FDIC within one (1) Business Day of such payment
default.

         

      

      Section 13.07. Rankings. Any indebtedness of the Issuer to the
FDIC arising under Section 2.03 of the Master Agreement entered into by the
Issuer and the FDIC in connection with the Debt Guarantee Program will constitute a senior
unsecured obligation of the Issuer, ranking pari
passu with any indebtedness
under the Indenture.

       

      Section 13.08. No Event of Default
During Time of Timely FDIC Guarantee Payments. There shall not be deemed to be
an Event of Default under
this Indenture, which would permit or result in the acceleration of amounts due
hereunder, if such an Event of Default is due solely to the failure of the
Issuer to make timely payment under the Guaranteed Securities, provided
that the FDIC is making timely Guarantee
Payments with respect to such Guaranteed Securities, in accordance with the
Rule.

       

      Section 13.09. No Modifications
without FDIC Consent.
Without the express written consent of the FDIC, the parties hereto agree not to
amend, modify, supplement
or waive any provision in this Indenture that is related to the principal,
interest, payment, default or ranking of the Guaranteed Securities or that is
required to be included herein pursuant to the Master Agreement executed by
the Issuer in connection with the Debt
Guarantee Program.

       

      
        Section 1.02. The Indenture is hereby
amended by the insertion of a new “Annex A” in the form attached
hereto.

      

      
        


        Section 1.03. The Indenture is hereby
amended by the insertion of the following paragraph directly after the second
paragraph of Section 5.01:

      

       

      “The foregoing paragraph shall be
inapplicable to Guaranteed Securities (as defined in Section 13.01), the
acceleration of which upon
the occurrence and continuance of an Event of Default shall be governed by this
paragraph. Subject to Section 13.08 of the Senior Indenture, if an Event of
Default with respect to the Guaranteed Securities of any series at the time
Outstanding occurs and is continuing, then
and in each and every case, unless the principal of all of the Guaranteed
Securities of such series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Guaranteed
Securities of such series then Outstanding hereunder, by notice in writing to
the Issuer (and to the Trustee if given by Securityholders of such series), may
declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) of all the Guaranteed Securities of such
series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in such Guaranteed Securities contained to the
contrary notwithstanding.”

       

      
        
          
          

        

        
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      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 Fourth 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 Fourth
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 Fourth 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 Fourth Supplemental
Senior Indenture.

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the parties hereto
have caused this Fourth Supplemental Senior Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of December 1, 2008.

       

      
         

        
          	 
      	 
      	
                  MORGAN
      STANLEY

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                   

                	 
      	
                  By:

                	
                  /s/
      Daniel B. Park

                	 
	 
      	 
      	 
      	 
      	
                  Name:

                	
                  Daniel B. Park

                	 
      
	 
      	 
      	 
      	 
      	
                  Title:

                	
                  Assistant
      Treasurer

                	 
      


        

      

      [Corporate
Seal]

       

      
        Attest:

        
          	 	 
	
                  By:

                	/s/ W. Gary Beeson
	
                   Name:  
      W. Gary Beeson

                
	
                   Title:   
      Assistant
      Secretary

                


        

      

       

       

      
        
          
            	 
      	 
      	
                    THE
      BANK OF NEW YORK MELLON, 

                    TRUSTEE

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                     

                  	 
      	
                    By:

                  	
                    /s/
      Kimberly Davidson

                  	 
	 
      	 
      	 
      	 
      	
                    Name:

                  	
                    Kimberly
      Davidson

                  	 
	 
      	 
      	 
      	 
      	
                    Title:

                  	
                    Vice
      President

                  	 


          

        

      

       

      
        
          Attest:

          
            	 	 
	
                    By:

                  	/s/ Scott I. Klein
	
                     Name: 
      Scott I. Klein

                  
	
                     Title:   
      Assistant
      Treasurer

                  


          

        

         

      

      
        
          
          

        

        
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          	STATE OF NEW YORK
      )	
                  )

                	 	 
	 	
                  )

                	ss.:	 
	COUNTY OF NEW YORK
      	
                  )

                	 	 


        

      

       

      On this 1st day of December 2008 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
 Chatham,
New Jersey ; that he is an Assistant Treasurer of Morgan Stanley,
one of the corporations described in and which executed the above instrument;
and that [he][she] signed [his][her] name thereto by authority of the Board of Directors of said
corporation.

       

      [NOTARIAL SEAL]

       

      
        
          	 	 
	/s/
      Louis J. Denkovic	 
	
                  Notary
      Public

                	 
	 	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	STATE OF NEW YORK
      )	
                  )

                	 	 
	 	
                  )

                	ss.:	 
	COUNTY OF NEW YORK
      	
                  )

                	 	 


        

      

       

      On this 1st day of December 2008 before me
personally came Kimberly
Davidson to me personally known, who, being by me duly sworn, did depose
and say that she resides at Brooklyn, New York; that she 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][she] signed [his][her] name thereto by authority of the Board of Directors
of said corporation.

       

      
         

        [NOTARIAL SEAL]

        
           

          
            	 	 
	/s/
      Carlos R. Luciano	 
	
                    Notary
      Public

                  	 
	 	 


          

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX A

       

      ASSIGNMENT

       

      This Assignment is made pursuant to the
terms of Section 13.04 of the Senior Indenture, dated as of November 1, 2004, as
amended from time to time (the “Indenture”), between The Bank of New York Mellon
(the “Representative”), acting on behalf of the Holders of the Guaranteed Securities
issued under the Indenture who have not opted out of representation by the
Representative (with those Holders of Guaranteed Securities who have opted out
of representation by the Representative being the “Unrepresented Holders”), and Morgan Stanley (the “Issuer”) with respect to the debt obligations
of the Issuer that are guaranteed under the Debt Guarantee Program. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Indenture.

       

      For value received, [the Representative,
on behalf of the Holders of Guaranteed Securities] [OR] [the Unrepresented
Holders] (the “Assignor”), hereby assigns to the Federal Deposit
Insurance Corporation (the “FDIC”), without recourse, all of the Assignor’s respective rights, title and interest
in and to: (a) the promissory note or other
instrument evidencing the Guaranteed Security (the “Note”); (b) the Indenture pursuant to which
the Note was issued; and (c) any other instrument or agreement executed by the Issuer regarding
obligations of the Issuer under the Note or the Indenture (collectively, the
“Assignment”).

       

      The Assignor hereby certifies
that:

       

      1.   Without the
FDIC’s prior written consent, the Assignor
has not:

       

      (a)   agreed to any material
amendment of the Note or the Indenture to the extent relating to the Note or to
any material deviation from the provisions thereof; or

       

      (b)   accelerated the maturity
of the Note.

       

      
        [Instructions to the
Assignor: If the Assignor
has not assigned or transferred any interest in the Note and related
documentation, such Assignor must include the following
representation.]

         

        2. The Assignor has not assigned or
otherwise transferred any interest in the Note or Indenture;

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      [Instructions to the
Assignor: If the Assignor
has assigned a partial interest in the Note and related documentation, the
Assignor must include the following representation.]

       

      2. The Assignor has assigned part of its
rights, title and interest in the Note and the Indenture to _____________
pursuant to the __________ agreement, dated as of ___________, 20__ between
___________, as assignor, and ____________, as assignee, an executed copy of
which is attached hereto.

       

      The Assignor acknowledges and agrees
that this Assignment is
subject to the Indenture and to the following:

       

      1. In the event the Assignor receives
any payment under or related to the Note or the Indenture from a party other
than the FDIC (a “Non-FDIC
Payment”):

      


      (a) after the date of demand
for a Guarantee Payment on
the FDIC pursuant to the Rule, but prior to the date of the FDIC’s first guarantee payment under the
Indenture pursuant to the Rule, the Assignor shall promptly but in no event
later than five (5) Business Days after receipt notify the FDIC of the date and the amount of
such Non-FDIC Payment and shall apply such payment as payment made by the
Issuer, and not as a Guarantee Payment made by the FDIC, and therefore, the
amount of such payment shall be excluded from this Assignment;
and

      


      (b) after the FDIC’s first guarantee payment under the
Indenture, the Assignor shall forward promptly to the FDIC such Non-FDIC Payment
in accordance with the payment instructions provided in writing by the
FDIC.

      


      2. Acceptance by the Assignor of payment
pursuant to the Debt Guarantee Program on behalf of the Holders of Guaranteed
Securities shall constitute a release by such Holders of any liability of the
FDIC under the Debt Guarantee Program with respect to such payment.

       

      The Person who is executing this
Assignment on behalf of the Assignor hereby represents and warrants to the FDIC
that he/she/it is duly authorized to do so.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the parties hereto
have caused this Assignment to be duly executed and attested, all as of this ___day of
________, ____.

      
         

        
           

          
            	 
      	 
      	
                    [THE
      BANK OF NEW YORK

                    MELLON,
      REPRESENTATIVE]

                    [OR]
      

                    [UNREPRESENTED
      HOLDER]

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                     

                  	 
      	
                    By:

                  	
                     

                  	 
	 
      	 
      	 
      	 
      	
                    Name:

                  	
                    [                                        
      ]

                  	 
	 
      	 
      	 
      	 
      	
                    Title:

                  	
                    
                      [                                        
      ]

                    

                  	 


          

        

         

        
          Attest:

          
            	
                  	 
	
                    By:

                  	 
	
                    Name: 
      [                          
      ]

                  
	
                     

                  


          

        

         

      

    

    Consented
to and acknowledged by this ____ day of _________, 20__: 

    THE
FEDERAL DEPOSIT INSURANCE CORPORATION

     

    
      
        	
              	 
	
                By:

              	 
	
                (Signature)

              


      

      
        
          
            	
                  	 
	
                    Name:

                  	 
	
                    (Print)

                  


          

        

      

    

    
      
        
          
            
              	
                    	 
	
                      Title:

                    	 
	
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