EX-4.1



 Exhibit 4.1 

NINTH 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 March 10, 2014 

SUPPLEMENTAL TO SENIOR INDENTURE DATED NOVEMBER 1, 2004. 







 THIS NINTH SUPPLEMENTAL SENIOR INDENTURE dated as of March 10, 2014 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 March 5, 2014 issued its Medium-Term Notes, Series F, PLUS Based on the Performance of a Basket of
Six Commodities due September 3, 2014 (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 Maximum Payment at Maturity with respect to the Notes,
which corrected Maximum Payment at Maturity shall be higher than the Maximum Payment at Maturity as originally stated and, therefore, will not adversely affect the interests of the Holders of the Notes; 

WHEREAS, the entry into this Ninth 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 Ninth 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 Maximum Payment at Maturity within the Notes is hereby amended by deleting the existing definition in its entirety and
inserting in lieu thereof the following: 
  

			
	Maximum Payment at Maturity	  	$1,200 per Stated Principal Amount (120% of the Stated Principal Amount).

 SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original certificate
dated March 5, 2014 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 Ninth 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 Ninth 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 Ninth 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. 

  
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 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 Ninth Supplemental Senior Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Senior Indenture to be
duly executed as of March 10, 2014. 
  

					
	MORGAN STANLEY
		
	By:	 	 /s/ SU-TING FU

		 	Name:	 	Su-Ting Fu
		 	Title:	 	Authorized Signatory


  

					
	THE BANK OF NEW YORK MELLON, as TRUSTEE
		
	By:	 	 /s/ SHERMA THOMAS

		 	Name:	 	Sherma Thomas
		 	Title:	 	Senior Associate



  
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